Liu Yachao discloses TAL Education (NYSE: TAL) ADS, RSU and option stakes

Rhea-AI Filing Summary

TAL Education Group filed an initial ownership report for director and officer Dr. Liu Yachao, detailing equity interests in the company. The filing lists direct holdings of 222,835 American Depositary Shares (ADSs), as well as restricted stock units and stock options over additional ADSs.

Dr. Liu holds RSUs covering 91,101 ADSs that vest between April 26, 2026 and April 26, 2028, and RSUs over 53,571 ADSs vesting on January 26, 2027 and January 26, 2028. Each RSU represents a right to receive one ADS upon settlement.

The filing also shows a stock option for 354,000 ADSs at an exercise price of $0.0100 per ADS, expiring on August 5, 2034, with vesting tranches from October 26, 2026 through October 26, 2030. Indirect holdings include Class A and Class B common shares held through BVI entities over which Dr. Liu has voting and dispositive power.

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^*

LIU YACHAO

(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)

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

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)
Class A Common Share	2,504,166	I	See Footnote(7)
Class A Common Share	2,937,500	I	See Footnote(8)
Class B Common Share	2,937,500	I	See Footnote(9)
American Depositary Shares(1)	222,835	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	91,101	(3)	D
Restricted Stock Units (RSU)	(4)	(4)	American Depositary Shares	53,571	(3)	D
Stock Option (Right to Buy)(5)	(6)	08/05/2034	American Depositary Shares	354,000	$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) 39,672 ADSs vest on April 26, 2026, (ii) 30,858 ADSs vest on April 26, 2027, and (iii) 20,571 ADSs vest on April 26, 2028.

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

4. The RSUs vest as follows, subject to the Reporting Person's continued service through each vesting date: (i) 32,142 ADSs vest on January 26, 2027 and (ii) 21,429 ADSs vest on January 26, 2028.

5. Each Stock Option is exercisable for one ADS.

6. This option vests as follows, subject to the Reporting Person's provision of service to the Issuer on each vesting date: (i) 27,000 ADSs vest on October 26, 2026, (ii) 45,000 ADSs vest on October 26, 2027, (iii) 66,000 ADSs vest on October 26, 2028, (iv) 108,000 ADSs vest on October 26, 2029, and (v) 108,000 ADSs vest on October 26, 2030.

7. Shares held directly by COMPLETE HONOUR GLOBAL LIMITED (BVI), over which Dr. Liu Yachao has voting and dispositive power.

8. Shares held directly by Perfect Wisdom International Limited (BVI), over which Dr. Liu Yachao has voting and dispositive power.

9. Shares held directly by Perfect Wisdom International Limited (BVI), over which Dr. Liu Yachao has voting and dispositive power.

Remarks:

Director and Chief Operating Officer, Exhibit 24 - Power of Attorney

	/s/ Jackson Ding, attorney-in-fact for Liu Yachao	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.
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.
* Form 3: SEC 1473 (03-26)

FAQ

What does TAL Education Group (TAL) Form 3 for Liu Yachao report?

The Form 3 reports Dr. Liu Yachao’s initial beneficial ownership in TAL Education Group. It lists direct ADS holdings, restricted stock units, stock options, and indirect Class A and Class B share positions held through BVI entities where Dr. Liu has voting and dispositive power.

How many TAL Education (TAL) ADSs does Liu Yachao hold directly?

Dr. Liu directly holds 222,835 American Depositary Shares of TAL Education Group. In addition, he holds RSUs and stock options that, upon vesting or exercise, relate to further ADSs, expanding his total potential economic interest beyond the current direct ADS position.

What restricted stock units for TAL (TAL) does Liu Yachao report?

Dr. Liu reports RSUs over 91,101 ADSs vesting from April 26, 2026 to April 26, 2028, and RSUs over 53,571 ADSs vesting on January 26, 2027 and January 26, 2028. Each RSU represents a contingent right to receive one TAL ADS upon settlement.

What stock option position in TAL (TAL) does Liu Yachao hold?

He holds a stock option covering 354,000 TAL ADSs at an exercise price of $0.0100 per ADS. The option vests in tranches between October 26, 2026 and October 26, 2030 and expires on August 5, 2034, reflecting a long-dated equity incentive.

How are TAL (TAL) Class A and Class B shares held for Liu Yachao?

Class A and Class B common shares are held indirectly through BVI entities Complete Honour Global Limited and Perfect Wisdom International Limited. The filing states Dr. Liu has voting and dispositive power over these shares, indicating beneficial ownership through these holding companies rather than direct registration.

What is the ADS-to-ordinary share ratio for TAL Education (TAL)?

Each three TAL Education Group ADSs represent one Class A common share with a par value of $0.001 per share. This means ADS figures in the filing translate into Class A share amounts at a three-to-one ADS-to-share ratio, as explicitly stated in the ownership footnotes.