New Oriental Education director acquires 3,000 ADS

New Oriental Education & Technology Group Inc. director Li Yanhong Robin acquired 3,000 American depositary shares (ADSs) on July 15, 2026 through the vesting and settlement of restricted share units.

Rhea-AI Filing Summary

New Oriental Education & Technology Group Inc. director Li Yanhong Robin acquired 3,000 American depositary shares (ADSs) on July 15, 2026 through the vesting and settlement of restricted share units. To satisfy income tax liabilities from this vesting, 830 ADSs were sold on July 16, 2026 at $49.91 per ADS under a sell-to-cover arrangement. Following these transactions, Li directly holds 51,282 ADSs, and the activity was not conducted under a Rule 10b5-1 trading plan.

Insider Trade Summary

30,000 shares exercised/converted

Exercise 3 txns

Insider Li Yanhong Robin

Role Director

Type	Security	Shares	Price	Value
Tax Withholding	American depositary share F2	830	$49.91	$41K
Exercise	Restricted Share Units F3, F4	30,000	$0.00	$0.00
Exercise	American depositary share F1	3,000	$0.00	$0.00

Holdings After Transaction: Restricted Share Units — 60,000 contracts (Direct); American depositary share — 51,282 shares (Direct)

Footnotes (4)

1. F1. These American depositary shares ("ADSs"), each representing ten underling 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 share units were vested on July 15, 2026 and do not have an expiration date.

Key Figures

ADS acquired from RSU vesting: 3,000 ADS ADS disposed for tax withholding: 830 ADS Tax-withholding sale price: $49.91 per ADS +3 more

6 metrics

ADS acquired from RSU vesting 3,000 ADS ADSs acquired on July 15, 2026 upon vesting and settlement of restricted share units

ADS disposed for tax withholding 830 ADS ADSs sold on July 16, 2026 under sell-to-cover arrangement for income tax liabilities

Tax-withholding sale price $49.91 per ADS Price for 830 ADSs disposed to satisfy income tax liabilities on July 16, 2026

ADS holdings after transactions 51,282 ADS Direct ADS ownership following July 15–16, 2026 insider transactions

Restricted share units vested 30,000 RSUs Restricted share units that vested and converted on July 15, 2026

Restricted share units outstanding 60,000 RSUs Restricted share units reported as held after the July 15, 2026 vesting transaction

Key Terms

American depositary share, restricted share units, sell-to-cover arrangement, contingent right

4 terms

American depositary share financial

"Security title is American depositary share representing underlying common shares"

An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.

restricted share units financial

"These restricted share units were vested on July 15, 2026 and do not have an expiration date"

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 income tax liabilities"

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 transaction did New Oriental Education (EDU) report for Li Yanhong Robin?

Li Yanhong Robin acquired 3,000 ADSs of New Oriental Education on July 15, 2026 through restricted share unit vesting. On July 16, 2026, he sold 830 ADSs at $49.91 per ADS under a sell-to-cover arrangement to pay related income taxes.

How many ADSs does Li Yanhong Robin hold in New Oriental Education (EDU) after the latest transactions?

After the July 2026 transactions, Li Yanhong Robin directly holds 51,282 American depositary shares (ADSs) of New Oriental Education. This balance reflects 3,000 ADSs received from restricted share unit vesting, partially offset by 830 ADSs sold to satisfy associated income tax liabilities.

Were the recent EDU insider transactions executed under a Rule 10b5-1 trading plan?

No. The Rule 10b5-1 checkbox for New Oriental Education’s (EDU) insider report was left unchecked, indicating these transactions were not executed pursuant to a pre-arranged Rule 10b5-1 trading plan but instead reported as discretionary activity.

What was the price for ADSs sold to cover taxes in the New Oriental Education (EDU) filing?

The 830 American depositary shares (ADSs) sold to cover income tax liabilities were disposed of at $49.91 per ADS. This sell-to-cover transaction occurred on July 16, 2026, immediately after the restricted share units vested into ADSs.

How are restricted share units structured in the New Oriental Education (EDU) insider filing?

Each restricted share unit (RSU) represents a contingent right to receive 1/10 of an ADS of New Oriental Education (EDU). On July 15, 2026, 30,000 RSUs vested, corresponding to delivery of 3,000 ADSs to Li Yanhong Robin.

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

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Accepted by SEC EDGAR 07/17/2026 - 06:15 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^*

Li Yanhong Robin

(Last) (First) (Middle)

BAIDU CAMPUS, SHANGDI 10TH STREET,

HAIDIAN DISTRICT

(Street)

BEIJING CHINA 100085

(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
American depositary share(1)	07/15/2026		M		3,000	A	$0	52,112	D
American depositary share(2)	07/16/2026		F		830	D	$49.91	51,282	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			30,000	(4)	(4)	ADS	3,000	$0	60,000	D

Explanation of Responses:

1. These American depositary shares ("ADSs"), each representing ten underling 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 share units were vested on July 15, 2026 and do not have an expiration date.

	/s/ Yanhong Robin Li	07/17/2026
	** 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)