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  4. [Form 4] New Oriental Education & Technology Group Inc. Insider Trading Activity

New Oriental (NYSE: EDU) director gains 3,000 ADS, 830 sold for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

New Oriental Education & Technology Group Inc. director Zhuge Yue had 30,000 restricted share units vest on July 15, 2026, delivering 3,000 ADS. On July 16, 830 ADS were sold under a sell-to-cover arrangement to satisfy related income taxes, leaving 2,170 ADS directly held and 60,000 restricted share units held.

Positive

  • None.

Negative

  • None.
Insider Zhuge Yue
Role Director
Type Security Shares Price Value
Tax Withholding ADS 830 $49.91 $41K
Exercise Restricted Share Units 30,000 $0.00 --
Exercise ADS 3,000 $0.00 --
Holdings After Transaction: ADS — 2,170 shares (Direct); Restricted Share Units — 60,000 shares (Direct)
Footnotes (1)
  1. These ADSs, each representing ten underlying common shares, were acquired upon vesting and settlement of restricted share units. 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. Each restricted share unit represents a contingent right to receive 1/10 ADS of the Issuer. These restricted shares units were vested on July 15, 2026 and do not have an expiration date.
ADS acquired via RSU vesting 3,000 ADS Acquired on July 15, 2026 upon vesting and settlement of restricted share units
ADS sold for tax withholding 830 ADS Disposed on July 16, 2026 under a sell-to-cover arrangement to satisfy income tax liabilities
Sale price for tax ADS $49.91 per ADS Price for the 830 ADS used to cover income tax liabilities
ADS held after transactions 2,170 ADS Direct ownership following the July 16, 2026 tax-withholding disposition
RSUs vested and settled 30,000 restricted share units Vested on July 15, 2026 and settled into 3,000 ADS
RSUs remaining 60,000 restricted share units Restricted share units beneficially owned after the July 15, 2026 vesting event
RSU to ADS ratio 1/10 ADS per restricted share unit Each restricted share unit represents a contingent right to receive 1/10 ADS
Restricted Share Units financial
"These restricted shares units were vested on July 15, 2026"
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
"ADSs sold pursuant to a sell-to-cover arrangement for the purpose"
contingent right financial
"Each restricted share unit represents a contingent right to receive 1/10 ADS"
ADS financial
"These ADSs, each representing ten underlying common shares"
Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

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

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FAQ

What equity transactions did New Oriental (EDU) director Zhuge Yue report?
Zhuge Yue reported compensation-related equity activity. 30,000 restricted share units vested, delivering 3,000 ADS, and 830 ADS were sold under a sell-to-cover arrangement to pay income taxes. After these transactions, he directly holds 2,170 ADS and 60,000 restricted share units.

How many New Oriental (EDU) ADS did Zhuge Yue receive from RSU vesting?
He received 3,000 ADS from restricted share units vesting on July 15, 2026. Footnotes state these ADS, each representing ten common shares, were acquired upon vesting and settlement of 30,000 restricted share units granted as equity compensation.

Why were 830 New Oriental (EDU) ADS sold by Zhuge Yue?
830 ADS were sold on July 16, 2026 under a sell-to-cover arrangement. The proceeds were used to satisfy income tax liabilities incurred upon vesting of restricted share units, meaning the disposition was for tax withholding rather than a discretionary open-market sale.

What are Zhuge Yue’s New Oriental (EDU) holdings after these transactions?
Following the reported transactions, Zhuge Yue directly holds 2,170 ADS of New Oriental Education & Technology Group Inc. He also holds 60,000 restricted share units, as shown by the derivative position balance after the July 15, 2026 vesting event.

How do New Oriental (EDU) restricted share units relate to ADS?
Each restricted share unit represents a contingent right to receive 1/10 ADS of the issuer. Footnotes explain that the vested 30,000 restricted share units corresponded to 3,000 ADS, and these units do not have an expiration date after vesting.
SEC Form 4
FORM 4UNITED 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*
Zhuge Yue
(Last)(First)(Middle)
420 LEXINGTON AVE, SUITE 2446
(Street)
NEW YORK NEW YORK 10170
(City)(State)(Zip)
UNITED STATES
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
ADS(1)07/15/2026M3,000A$03,000D
ADS(2)07/16/2026F830D$49.912,170D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(3)07/15/2026M30,000 (4) (4)ADS3,000$060,000D
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.
Zhuge Yue07/16/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR