Four Seasons Education SEC Filings

Four Seasons Education (Cayman) Inc. files its Form 20-F for the year ended February 28, 2026, reporting consolidated revenue of RMB254.4 million and net income of RMB29.1 million. The company is a Cayman holding entity whose China operations run mainly through variable interest entities (VIEs) that contributed over 99% of net revenues in recent years.

These VIEs are controlled via service, call option, equity pledge and voting proxy agreements with Shanghai Fuxi, the wholly foreign-owned enterprise, giving Four Seasons effective control and economic benefits for accounting purposes but no direct equity ownership.

The report highlights extensive PRC regulatory risks, including possible challenges to the VIE structure, licensing requirements, data and cybersecurity rules, currency controls and dividend restrictions, as well as evolving CSRC overseas listing filings and HFCA Act-related audit inspection issues. As of the period end, 22,614,376 ordinary shares were outstanding and each ADS represents ten ordinary shares.

Four Seasons Education (Cayman) Inc. disclosure amends beneficial ownership reporting for Tian Peiqing and Four Seasons Education Holdings Limited. The filing shows 8,372,401 ordinary shares held by Four Seasons Education Holdings Limited, 12,500 ordinary shares directly held by Mr. Tian as ADSs, and 612,500 ordinary shares issuable upon options that will vest within 60 days after March 31, 2026. Together these holdings total 8,997,401 ordinary shares, representing approximately 39.8% of 22,614,376 ordinary shares outstanding as of December 31, 2025.

The filing states Mr. Tian is the 100% shareholder of Four Seasons Education Holdings Limited and that, pursuant to Section 13(d), he may be deemed to beneficially own the shares held by that entity. Signatures by Mr. Tian appear on the amendment dated May 13, 2026.

Four Seasons Education (Cayman) Inc. director Jiang Shaoqing filed an initial Form 3, which is a statement of beneficial ownership for company insiders. The filing lists no reported purchases, sales, gifts, or other share transactions and shows no derivative holdings or exercises.

Four Seasons Education (Cayman) Inc. director Li Zongwei filed an initial ownership report showing stock options tied to American depositary shares (ADS) and a direct ADS stake. Each ADS represents ten ordinary shares of the company.

He holds options over 3,000 ADS at an exercise price of $8.0000 expiring on July 3, 2028 and 2,000 ADS at $8.0000 expiring on February 5, 2031, plus 1,250 ADS at $10.0000 expiring on August 12, 2034. These options vested in four equal annual installments beginning on July 3, 2019 and February 5, 2022, as applicable. He also directly owns 1,000 ADS.

Four Seasons Education (Cayman) Inc. director Yuan Bing reported holdings of stock options linked to the company’s American Depositary Shares (ADS). One option covers 3,000 ADS at an exercise price of $8.00 per ADS and expires on February 5, 2031. Another option covers 1,250 ADS at an exercise price of $10.00 per ADS and expires on August 12, 2034. One of the options vested in four equal annual installments beginning on February 5, 2022, and each ADS represents ten ordinary shares of the company.

Four Seasons Education (Cayman) Inc. Chief Executive Officer Zuo Yi filed an initial statement of beneficial ownership. The filing lists stock options over 843, 7,500 and 6,250 American depositary shares with exercise prices of $8.00 and $10.00, expiring between 2028 and 2034. It also shows direct ownership of 74,179 American depositary shares and indirect ownership of 582,222 ordinary shares through Harvest Consulting Holding Limited, which is wholly owned by Zuo Yi. Each American depositary share represents ten ordinary shares.

Four Seasons Education (Cayman) Inc. director and more than ten percent owner Tian Peiqing has filed an initial ownership report listing existing equity positions. The filing shows direct holdings of stock options over American depositary shares (ADSs) with exercise prices of $8.0000 and $10.0000, expiring between 2028 and 2034, covering 25,000, 30,000 and 6,250 underlying ADSs. Tian also directly holds 1,250 ADSs. Each ADS represents ten ordinary shares of Four Seasons Education (Cayman) Inc. In addition, Tian indirectly owns 8,372,401 ordinary shares through Four Seasons Education Holdings Limited, a British Virgin Islands company wholly owned by Tian.

Four Seasons Education (Cayman) Inc. reports that the New York Stock Exchange has notified the company it has regained compliance with NYSE continued listing standards. The company had previously been below compliance because it did not meet the requirement to maintain at least 1,200 public stockholders, tied to an average monthly trading volume of less than 100,000 shares under Section 802.01A of the NYSE Listed Company Manual.

The NYSE’s below compliance indicator will no longer appear for the company on the exchange’s website. Under the Manual, Four Seasons Education will enter a 12-month follow-up period during which the NYSE will review its ongoing compliance with continued listing standards.

Four Seasons Education Cayman Inc. insider plans to sell American Depositary Shares (ADS) under Rule 144. The notice covers a proposed sale of 6,250 ADS through Citigroup Global Markets on the NYSE, with an aggregate market value of $83,437.50. The ADS relate to an issuer with 22,600,576 shares outstanding, giving a sense of the issuer’s overall equity base.

The securities were acquired on the same date as the planned sale via a cashless exercise under the company’s 2017 Share Incentive Plan, and are treated as compensation. The filer represents that they are not aware of any undisclosed material adverse information about the issuer’s current or prospective operations.