New Oriental director exercises RSUs, covers taxes

New Oriental Education & Technology Group director Michael Minhong Yu had restricted share units vest on July 15, 2026, converting 1,500,000 restricted share units into 150,000 ADSs, each ADS representing ten common shares.

Rhea-AI Filing Summary

New Oriental Education & Technology Group director Michael Minhong Yu had restricted share units vest on July 15, 2026, converting 1,500,000 restricted share units into 150,000 ADSs, each ADS representing ten common shares. On July 16, 68,310 ADSs were disposed of at $49.91 per ADS under a sell-to-cover tax arrangement, leaving 206,591 ADSs held directly.

Insider Trade Summary

1,500,000 shares exercised/converted

Exercise 3 txns

Insider Yu Michael Minhong

Role Director

Type	Security	Shares	Price	Value
Tax Withholding	ADS F2	68,310	$49.91	$3.41M
Exercise	Restricted Share Units F3, F4	1,500,000	$0.00	$0.00
Exercise	ADS F1	150,000	$0.00	$0.00

Holdings After Transaction: Restricted Share Units — 3,000,000 contracts (Direct); ADS — 206,591 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

RSUs vested: 1,500,000 restricted share units ADSs acquired from RSUs: 150,000 ADSs ADSs disposed for taxes: 68,310 ADSs +3 more

6 metrics

RSUs vested 1,500,000 restricted share units Restricted share units vested on July 15, 2026

ADSs acquired from RSUs 150,000 ADSs ADSs received upon vesting and settlement of restricted share units

ADSs disposed for taxes 68,310 ADSs Sell-to-cover arrangement to satisfy income tax liabilities

Disposition price $49.91 per ADS Price for ADSs disposed of in tax-related transaction

ADS holdings after transactions 206,591 ADSs Directly held ADSs following RSU vesting and tax disposition

RSU holdings after transaction 3,000,000 restricted share units Total restricted share units shown as held following the derivative transaction

Key Terms

ADS, restricted share units, sell-to-cover arrangement, contingent right

4 terms

ADS financial

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

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.

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

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

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 (EDU) report for Michael Minhong Yu?

New Oriental reported that director Michael Minhong Yu had 1,500,000 restricted share units vest on July 15, 2026, converting into 150,000 ADSs. A portion of these ADSs was then disposed of to cover related income tax liabilities.

How many ADSs did Michael Minhong Yu acquire and dispose of in this EDU filing?

Upon RSU vesting, Michael Minhong Yu acquired 150,000 ADSs. The next day, 68,310 ADSs were disposed of at $49.91 per ADS in a sell-to-cover transaction for taxes, with the remaining ADSs continuing to be held directly.

What does each ADS of New Oriental (EDU) represent in this Form 4?

Each New Oriental ADS represents ten underlying common shares of the issuer. Each restricted share unit represents a contingent right to receive 1/10 of an ADS, so 1,500,000 vested RSUs corresponded to 150,000 ADSs delivered to the reporting person.

How many New Oriental (EDU) ADSs does Michael Minhong Yu hold after the reported transactions?

After the reported RSU vesting and tax-related disposition, Michael Minhong Yu directly holds 206,591 ADSs of New Oriental Education & Technology Group Inc. This figure reflects the net position following the sell-to-cover arrangement for income tax liabilities.

Was the share disposition in this New Oriental (EDU) Form 4 an open-market sale?

The disposition of 68,310 ADSs at $49.91 per ADS was executed under a sell-to-cover arrangement specifically to satisfy income tax liabilities from RSU vesting, rather than a discretionary open-market sale for portfolio or liquidity management.

What happens to the restricted share units mentioned in the New Oriental (EDU) filing?

The filing states that these restricted share units vested on July 15, 2026 and do not have an expiration date. Upon vesting and settlement, the RSUs delivered ADSs to the reporting person, with part of the resulting ADSs sold to cover tax obligations.

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

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Accepted by SEC EDGAR 07/16/2026 - 06:28 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^*

Yu Michael Minhong

(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		150,000	A	$0	274,901	D
ADS(2)	07/16/2026		F		68,310	D	$49.91	206,591	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			1,500,000	(4)	(4)	ADS	150,000	$0	3,000,000	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.

	Yu Michael Minhong	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)