New Oriental (EDU) director discloses RSUs tied to 9,000 ADSs

Rhea-AI Filing Summary

New Oriental Education & Technology Group Inc. director Zhuge Yue reported initial beneficial ownership of restricted share units tied to the company’s American Depositary Shares (ADSs). The position covers restricted share units linked to 9,000 underlying ADSs, held as a direct interest.

The award was granted on January 26, 2025 and vests in three equal installments: 3,000 ADSs on July 15, 2026, 3,000 ADSs on July 15, 2027, and 3,000 ADSs on July 15, 2028, subject to continued service through each vesting date. Each ADS represents ten underlying common shares, and each restricted share unit represents a contingent right to receive one-tenth of an ADS, with no expiration date.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Zhuge Yue

(Last) (First) (Middle)

420 LEXINGTON AVE, SUITE 2446

(Street)

NEW YORK NY 10170

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/13/2026

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	(1)	ADS(2)	9,000	(3)	D

Explanation of Responses:

1. Represents restricted share units granted to the reporting person on January 26, 2025. The restricted share units vest as follows: 3,000 ADSs vest on July 15, 2026, 3,000 ADSs vest on July 15, 2027 and the remaining 3,000 ADSs vest on July 15, 2028, subject to the reporting person's continued service through the applicable vesting dates. The restricted share units have no expiration date.

2. Each ADS representing ten underlying common shares.

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

	Zhuge Yue	03/13/2026
	** 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 5 (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.

FAQ

What does New Oriental (EDU) director Zhuge Yue report on this Form 3?

Zhuge Yue reports initial beneficial ownership of restricted share units linked to 9,000 ADSs of New Oriental. These units represent a direct equity-based interest that will vest over several years, rather than an immediate stock purchase or sale in the market.

How do Zhuge Yue’s restricted share units in New Oriental (EDU) vest?

The restricted share units vest in three equal tranches of 3,000 ADSs each. Vesting dates are July 15, 2026, July 15, 2027, and July 15, 2028, and each installment requires continued service through the relevant vesting date.

When were the New Oriental (EDU) restricted share units granted to Zhuge Yue?

The restricted share units were granted on January 26, 2025. This grant forms the basis of the holdings reported, and the units convert into ADSs only as they vest over time, assuming the service conditions are satisfied on each vesting date.

What is the relationship between New Oriental (EDU) ADSs and common shares?

Each New Oriental ADS represents ten underlying common shares. The restricted share units reported are tied to ADSs rather than directly to common stock, giving exposure to the company’s equity through the ADS structure used in U.S. markets.

What does each restricted share unit represent for New Oriental (EDU)?

Each restricted share unit represents a contingent right to receive one-tenth of an ADS of New Oriental. The units have no expiration date and will settle into ADSs over time as vesting conditions tied to Zhuge Yue’s continued service are satisfied.