TAL (TAL) Files Form 144 for 53,655 ADS Sale on NYSE

Rhea-AI Filing Summary

TAL Education Group (TAL) Form 144 notifies the SEC of a proposed sale of 53,655 American Depositary Shares (ADS), each ADS representing three Class A common shares, through Citigroup Global Markets on the New York Stock Exchange. The filing lists an aggregate market value of $583,229.85 and cites acquisition dates under the company share incentive plan between October 29, 2021 and October 27, 2022. The filer reports no securities sold in the past three months and affirms no undisclosed material adverse information. The proposed approximate sale date is August 25, 2025.

Positive

• Transparent disclosure of proposed sale details including broker, aggregate value, and approximate sale date
• Securities acquired under company share incentive plan, indicating the shares were granted by the issuer rather than purchased on market
• No sales in the prior three months reported for the selling person

Negative

• Insider sale proposed (53,655 ADS) which some investors may view unfavorably despite its small size
• Filing provides no context about the seller's role or intent beyond statutory representation

Insights

Financial Analyst

TL;DR: Insider plans a modest sale of 53,655 ADS valued at ~$583k; size is immaterial relative to total outstanding shares.

The filing details a Rule 144 notice for a proposed sale of 53,655 ADS valued at $583,229.85, to be executed through Citigroup Global Markets on NYSE on or about August 25, 2025. The ADS were acquired under the company share incentive plan between late 2021 and 2022. Given the issuer's reported 508,470,000 shares outstanding, the proposed sale represents a de minimis fraction of outstanding equity and is unlikely to materially affect market supply or company capitalization. The filer also states there were no sales in the prior three months and affirms absence of undisclosed material adverse information.

Corporate Governance Expert

TL;DR: The notice documents a routine, disclosed insider sale under Rule 144 with required representations; compliance appears intact.

The Form 144 entries show securities acquired under the company share incentive plan and scheduled for sale via an institutional broker, with the filer providing the statutory representation about material information. The absence of reported sales in the prior three months and the clear listing of acquisition dates support procedural compliance. This is a standard disclosure for insiders monetizing plan awards and does not, on its face, suggest regulatory or governance issues.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
ADS EACH 3 REPRESENTING ONE CLASS A COMMON SHARE	CITIGROUP GLOBAL MARKETS 390 GREENWICH ST NEW YORK NY 10013	53655	583229.85	508470000	08/25/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
ADS EACH 3 REPRESENTING ONE CLASS A COMMON SHARE	10/29/2021	UNDER COMPANY SHARE INCENTIVE PLAN	TAL EDUCATION GROUP			29473	08/25/2025	NA
ADS EACH 3 REPRESENTING ONE CLASS A COMMON SHARE	04/27/2022	UNDER COMPANY SHARE INCENTIVE PLAN	TAL EDUCATION GROUP			4830	08/25/2025	NA
ADS EACH 3 REPRESENTING ONE CLASS A COMMON SHARE	07/27/2022	UNDER COMPANY SHARE INCENTIVE PLAN	TAL EDUCATION GROUP			2661	08/25/2025	NA
ADS EACH 3 REPRESENTING ONE CLASS A COMMON SHARE	10/27/2022	UNDER COMPANY SHARE INCENTIVE PLAN	TAL EDUCATION GROUP			16691	08/25/2025	NA

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is being reported in the TAL Form 144 filing?

The filing reports a proposed sale of 53,655 ADS (ADS each representing three Class A shares) through Citigroup Global Markets on the NYSE, with aggregate market value $583,229.85 and approximate sale date 08/25/2025.

How were the ADS to be sold acquired according to the filing?

The ADS were acquired under the company share incentive plan on dates between 10/29/2021 and 10/27/2022, totaling the reported 53,655 ADS.

Does the filing report any sales by the seller in the past three months?

No. The Form 144 states "Nothing to Report" for securities sold during the past three months by the person for whose account the securities are to be sold.

What is the size of the proposed sale relative to outstanding shares?

The filing lists 508,470,000 shares outstanding; the proposed sale of 53,655 ADS (representing ADS units) is a de minimis fraction of total outstanding shares.

Who will execute the proposed sale?

The broker named in the filing is Citigroup Global Markets, 390 Greenwich St, New York, NY.