New Oriental Education director exercises RSUs, covers taxes

New Oriental Education & Technology Group Inc. director Zhou Chenggang reported compensation-related equity activity.

Rhea-AI Filing Summary

New Oriental Education & Technology Group Inc. director Zhou Chenggang reported compensation-related equity activity. On July 15, 2026, restricted share units vested into 72,000 ADS, and on July 16, 2026, 32,501 ADS were disposed of at $49.91 per ADS under a sell-to-cover tax arrangement. Following these events, Zhou holds 499,998 ADS directly and 1,440,000 restricted share units, according to the footnotes, with the disposition characterized as tax withholding rather than an open-market sale.

Insider Trade Summary

720,000 shares exercised/converted

Exercise 3 txns

Insider Zhou Chenggang

Role Director

Type	Security	Shares	Price	Value
Tax Withholding	ADS F2	32,501	$49.91	$1.62M
Exercise	Restricted Share Units F3, F4	720,000	$0.00	$0.00
Exercise	ADS F1	72,000	$0.00	$0.00

Holdings After Transaction: Restricted Share Units — 1,440,000 contracts (Direct); ADS — 499,998 shares (Direct)

Footnotes (4)

1. F1. These ADSs, each representing ten underlying common shares, were acquired upon vesting and settlement of restricted share units.
2. F2. Represents ADSs sold pursuant to a sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of restricted share units.
3. F3. Each restricted share unit represents a contingent right to receive 1/10 ADS of the Issuer.
4. F4. These restricted shares units were vested on July 15, 2026 and do not have an expiration date.

Key Figures

ADS acquired from RSU vesting: 72,000 ADS ADS disposed for taxes: 32,501 ADS Tax disposition price: $49.91 per ADS +3 more

6 metrics

ADS acquired from RSU vesting 72,000 ADS Non-derivative transaction on July 15, 2026 from RSU vesting and settlement

ADS disposed for taxes 32,501 ADS Tax-withholding disposition on July 16, 2026 under sell-to-cover arrangement

Tax disposition price $49.91 per ADS Price for ADS disposed in the sell-to-cover tax transaction on July 16, 2026

ADS held after transactions 499,998 ADS Direct ownership reported following the July 16, 2026 tax-withholding disposition

RSUs converted 720,000 restricted share units Derivative transaction on July 15, 2026, each RSU linked to 1/10 ADS

RSUs held after vesting 1,440,000 restricted share units Post-transaction RSU balance reported after July 15, 2026 vesting event

Key Terms

American Depositary Shares, restricted share units, sell-to-cover arrangement, derivative security, +1 more

5 terms

American Depositary Shares financial

"These ADSs, each representing ten underlying common shares, were acquired"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

restricted share units financial

"These ADSs were acquired upon vesting and settlement of restricted share units"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

sell-to-cover arrangement financial

"Represents ADSs sold pursuant to a sell-to-cover arrangement for taxes"

derivative security financial

"Transaction code M is described as Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

contingent right financial

"Each restricted share unit represents a contingent right to receive 1/10 ADS"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did New Oriental Education (EDU) director Zhou Chenggang report?

Director Zhou Chenggang reported compensation-related equity events. Restricted share units vested into 72,000 ADS on July 15, 2026, and 32,501 ADS were disposed of at $49.91 on July 16, 2026 under a sell-to-cover tax arrangement, with remaining holdings reported.

How many New Oriental (EDU) ADS did Zhou acquire through RSU vesting?

The RSU vesting converted into 72,000 ADS. Footnotes state these ADS, each representing ten common shares, were acquired upon vesting and settlement of restricted share units, reflecting compensation rather than an open-market purchase.

How many New Oriental (EDU) ADS were withheld or sold to cover Zhou’s taxes and at what price?

32,501 ADS were disposed of at $49.91 per ADS. Footnotes describe this as ADS sold pursuant to a sell-to-cover arrangement to satisfy income tax liabilities incurred upon RSU vesting, rather than a discretionary open-market sale.

What are Zhou Chenggang’s New Oriental (EDU) holdings after these transactions?

After the reported transactions, Zhou directly holds 499,998 ADS. In addition, he holds 1,440,000 restricted share units, each representing a contingent right to receive 1/10 of an ADS, according to the reported post-transaction balances.

What do New Oriental (EDU) restricted share units and ADS represent in this filing?

Footnotes state each ADS represents ten underlying common shares, while each restricted share unit represents a contingent right to receive 1/10 of an ADS. Vested RSUs were settled in ADS, some of which were used to cover tax liabilities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/16/2026 - 06:52 AM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zhou Chenggang

(Last) (First) (Middle)

NO. 6 HAI DIAN ZHONG STREET

HAIDIAN DISTRICT

(Street)

BEIJING 100080

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
New Oriental Education & Technology Group Inc. [ EDU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol
[HKEX:9901]

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
ADS(1)	07/15/2026		M		72,000	A	$0	532,499	D
ADS(2)	07/16/2026		F		32,501	D	$49.91	499,998	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(3)	07/15/2026		M			720,000	(4)	(4)	ADS	72,000	$0	1,440,000	D

Explanation of Responses:

1. These ADSs, each representing ten underlying common shares, were acquired upon vesting and settlement of restricted share units.

2. Represents ADSs sold pursuant to a sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of restricted share units.

3. Each restricted share unit represents a contingent right to receive 1/10 ADS of the Issuer.

4. These restricted shares units were vested on July 15, 2026 and do not have an expiration date.

	Zhou Chenggang	07/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)