TAL Education (NYSE: TAL) CTO lists RSUs, options and ADSs

Rhea-AI Filing Summary

TAL Education Group executive Tian Mi, Chief Technology Officer, reported direct holdings of American Depositary Shares (ADSs), restricted stock units (RSUs) and stock options. The filing lists 190,672 ADSs, multiple RSU awards tied to ADSs, and several option grants, including 460,860 ADSs at an exercise price of $0.0100 expiring on April 26, 2032 and 140,000 ADSs at $0.0100 expiring on August 5, 2034. RSU footnotes describe vesting schedules in 2026, while some options are already fully vested and immediately exercisable.

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^*

TIAN MI

(Last) (First) (Middle)

TAL BLDG NO.1, CTYD NO.9, QIXIN MID ST

(Street)

BEIJING 102200

(City) (State) (Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
TAL Education Group [ TAL ]

3a. Foreign Trading Symbol

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

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

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

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)
American Depositary Shares(1)	190,672	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 Stock Units (RSU)	(2)	(2)	American Depositary Shares	68,400	(3)	D
Restricted Stock Units (RSU)	(4)	(4)	American Depositary Shares	17,100	(3)	D
Restricted Stock Units (RSU)	(5)	(5)	American Depositary Shares	106,104	(3)	D
Restricted Stock Units (RSU)	(6)	(6)	American Depositary Shares	10,476	(3)	D
Stock Option (Right to Buy)(7)	(8)	09/30/2030	American Depositary Shares	48,000	$1	D
Stock Option (Right to Buy)(7)	(9)	04/26/2032	American Depositary Shares	460,860	$0.01	D
Stock Option (Right to Buy)(7)	(10)	08/05/2034	American Depositary Shares	140,000	$0.01	D
Stock Option (Right to Buy)(7)	(11)	07/26/2029	American Depositary Shares	30,000	$1	D
Stock Option (Right to Buy)(7)	(11)	09/30/2030	American Depositary Shares	24,000	$1	D
Stock Option (Right to Buy)(7)	(11)	04/26/2032	American Depositary Shares	105,990	$0.01	D

Explanation of Responses:

1. Each three American Depositary Shares ("ADSs") represent one Class A common share, with a par value of $0.001 per share, of the Issuer.

2. The RSUs vest as follows, subject to the Reporting Person's continued service through each vesting date: (i) 45,600 ADSs vest on April 26, 2026 and (ii) 22,800 ADSs vest on October 26, 2026.

3. Each RSU represents a contingent right to receive one share of the Issuer's ADSs upon settlement.

4. The performance-based RSUs vest as follows, subject to the terms and conditions of the underlying RSUs agreement: (i) 11,400 ADSs vest on April 26, 2026 and (ii) 5,700 ADSs vest on October 26, 2026.

5. The RSUs vest on April 26, 2026, subject to the Reporting Person's continued service through such vesting date.

6. The performance-based RSUs vest on April 26, 2026, subject to the terms and conditions of the underlying RSUs agreement.

7. Each Stock Option is exercisable for one ADS.

8. This option vests on October 26, 2026, subject to the Reporting Person's continued service through such vesting date.

9. This option vests as follows, subject to the Reporting Person's continued service through each vesting date: (i) 244,080 ADSs vest on April 26, 2026 and (ii) 216,780 ADSs vest on April 26, 2027.

10. This option vests in two equal annual installments beginning October 26, 2028, subject to the Reporting Person's continuous service through each such date.

11. This option is fully vested and immediately exercisable.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jackson Ding, attorney-in-fact for Tian Mi	03/18/2026
	** 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.
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* Form 3: SEC 1473 (03-26)

FAQ

What insider holdings did TAL (TAL) CTO Tian Mi report in this filing?

Tian Mi reported direct ownership of 190,672 American Depositary Shares plus multiple RSU and stock option awards over TAL ADSs, with various vesting schedules and expirations, indicating a sizeable equity-based compensation position aligned with TAL Education Group’s long-term performance.

What restricted stock units (RSUs) for TAL (TAL) does Tian Mi hold?

The filing shows several RSU awards over TAL American Depositary Shares, including blocks of 106,104, 68,400, 17,100 and 10,476 underlying ADSs. Footnotes explain that these RSUs generally vest in tranches during 2026, contingent on continued service and, for some, performance conditions.

What stock options over TAL (TAL) ADSs are reported for Tian Mi?

Tian Mi holds multiple stock option grants over TAL ADSs, including 460,860 underlying ADSs at an exercise price of $0.0100 expiring in 2032 and 140,000 ADSs at $0.0100 expiring in 2034, plus additional options at $1.0000 with expirations in 2029 and 2030.

When do Tian Mi’s TAL (TAL) RSUs vest according to the filing footnotes?

Footnotes state that certain RSUs vest in tranches on April 26, 2026 and October 26, 2026, subject to Tian Mi’s continued service. Performance-based RSUs also reference vesting on those dates, governed by terms in the underlying RSU agreements.

Are any of Tian Mi’s TAL (TAL) stock options already exercisable?

Yes. One option grant is described as fully vested and immediately exercisable. Other options have future vesting schedules, such as installments beginning on October 26, 2028, or large tranches vesting in 2026 and 2027, all subject to continued service requirements.

How do the TAL (TAL) ADSs relate to the company’s Class A common shares?

A footnote explains that each three TAL American Depositary Shares represent one Class A common share of TAL Education Group, with a par value of $0.001 per share, clarifying the relationship between the ADSs reported and the underlying equity of the issuer.