New Oriental (EDU) Executive President reports ADS and RSU holdings

Rhea-AI Filing Summary

New Oriental Education & Technology Group Inc. executive Yang Zhihui has filed an initial statement of beneficial ownership. The filing reports direct ownership of 177,538 ADSs and restricted share units tied to 300,000 underlying ADSs. These RSUs were granted on January 26, 2025 and vest in three equal tranches of 100,000 ADSs on July 15, 2026, July 15, 2027 and July 15, 2028, subject to continued service. Each ADS represents ten common shares, and each restricted share unit represents a contingent right to receive one-tenth of an ADS.

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

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1. Name and Address of Reporting Person^*

Yang Zhihui

(Last) (First) (Middle)

NO. 6 HAI DIAN ZHONG STREET

HAIDIAN DISTRICT

(Street)

BEIJING F4 100080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026

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)

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

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)
ADS(1)	177,538	D

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	(2)	(2)	ADS	300,000	(3)	D

Explanation of Responses:

1. Each ADS representing ten underlying common shares.

2. Represents restricted share units granted to the reporting person on January 26, 2025. The restricted share units vest as follows: 100,000 ADSs vest on July 15, 2026, 100,000 ADSs vest on July 15, 2027 and the remaining 100,000 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.

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

	Yang Zhihui	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does Yang Zhihui’s Form 3 for New Oriental Education (EDU) report?

The Form 3 reports Yang Zhihui’s initial beneficial ownership in New Oriental Education ADSs. It shows 177,538 ADSs held directly and restricted share units linked to 300,000 underlying ADSs, establishing his equity stake as Executive President at the reporting date.

How many New Oriental (EDU) ADSs does Yang Zhihui directly hold?

The filing shows Yang Zhihui directly holds 177,538 ADSs of New Oriental. This figure reflects his immediate ADS position, separate from any unvested restricted share units that may convert into additional ADSs in the future if vesting conditions are met.

What restricted share units does Yang Zhihui have in New Oriental (EDU)?

Yang Zhihui has restricted share units tied to 300,000 underlying ADSs. These RSUs were granted on January 26, 2025 and vest in three equal tranches, contingent on his continued service through the respective vesting dates specified in the grant terms.

What is the vesting schedule for Yang Zhihui’s New Oriental (EDU) RSUs?

The RSUs vest in three equal installments of 100,000 ADSs each. Vesting dates are July 15, 2026, July 15, 2027 and July 15, 2028, and each installment requires Yang Zhihui to remain in service through the applicable vesting date.

How are New Oriental (EDU) ADSs and common shares related in this filing?

Each ADS represents ten underlying common shares of New Oriental. The filing also states each restricted share unit represents a contingent right to receive one-tenth of an ADS, linking the RSUs economically to the company’s ADS and common share structure.

Do Yang Zhihui’s New Oriental (EDU) RSUs have an expiration date?

The filing notes that the restricted share units have no expiration date. Instead, their settlement depends on the specified vesting schedule and Yang Zhihui’s continued service, rather than a fixed option-style expiration deadline commonly seen with stock options.