Director at TAL Education (NYSE: TAL) nets ADSs after RSU vesting

Rhea-AI Filing Summary

TAL Education Group director Edward Yi Wang reported routine equity compensation activity involving American Depositary Shares (ADSs). He exercised or converted 14,142 ADSs in connection with Restricted Stock Units (RSUs), then had 4,276 ADSs disposed as a tax-withholding mechanism, not an open-market sale. Following these transactions, he directly holds 9,866 ADSs. Each three ADSs represent one Class A common share of TAL Education Group, and each RSU represents a contingent right to receive one ADS upon settlement. The RSUs vest in three equal annual installments beginning April 26, 2026, conditioned on his continued service.

Insider Trade Summary

14,142 shares exercised/converted

Mixed 3 txns

Insider WANG Edward Yi

Role null

Type	Security	Shares	Price	Value
Tax Withholding	American Depositary Shares	4,276	$10.804	$46K
Exercise	Restricted Stock Units (RSU)	14,142	$0.00	--
Exercise	American Depositary Shares	14,142	$0.00	--

Holdings After Transaction: American Depositary Shares — 9,866 shares (Direct, null); Restricted Stock Units (RSU) — 28,284 shares (Direct, null)

Footnotes (1)

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. Each RSU represents a contingent right to receive 1 share of the Issuer's ADSs upon settlement. The RSUs vest in three equal annual installments beginning April 26, 2026, subject to the Reporting Person's continued service through each vesting date.

Key Figures

ADSs acquired via RSU exercise: 14,142 ADSs ADSs withheld for taxes: 4,276 ADSs ADS holdings after transactions: 9,866 ADSs +3 more

6 metrics

ADSs acquired via RSU exercise 14,142 ADSs Exercise or conversion transaction on April 26, 2026

ADSs withheld for taxes 4,276 ADSs Tax-withholding disposition at $10.8040 per ADS on April 27, 2026

ADS holdings after transactions 9,866 ADSs Direct ownership following reported Form 4 transactions

ADS to common share ratio 3 ADSs : 1 Class A share Each three ADSs represent one Class A common share

RSU underlying ADSs 14,142 ADSs Each RSU converts into one ADS upon settlement

RSU vesting schedule 3 equal annual installments Beginning April 26, 2026, subject to continued service

Key Terms

American Depositary Shares, Restricted Stock Units (RSU), Class A common share, vest in three equal annual installments

4 terms

American Depositary Shares financial

"Each three American Depositary Shares ("ADSs") represent one Class A common share"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Restricted Stock Units (RSU) financial

"Each RSU represents a contingent right to receive 1 share of the Issuer's ADSs"

Class A common share financial

"represent one Class A common share, with a par value of $0.001 per share"

vest in three equal annual installments financial

"The RSUs vest in three equal annual installments beginning April 26, 2026"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WANG Edward Yi

(Last) (First) (Middle)

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

(Street)

BEIJING BEIJING 102200

(City) (State) (Zip)

CHINA

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
American Depositary Shares(1)	04/26/2026		M		14,142	A	$0.000	14,142	D
American Depositary Shares(1)	04/27/2026		F		4,276	D	$10.804	9,866	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSU)	(2)	04/26/2026		M			14,142	(3)	(3)	American Depositary Shares	14,142	$0.000	28,284	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. Each RSU represents a contingent right to receive 1 share of the Issuer's ADSs upon settlement.

3. The RSUs vest in three equal annual installments beginning April 26, 2026, subject to the Reporting Person's continued service through each vesting date.

	/s/ Jackson Ding, attorney-in-fact for WANG Edward Yi	04/28/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transactions did TAL (TAL) director Edward Yi Wang report?

Director Edward Yi Wang reported exercising or converting 14,142 American Depositary Shares and a related tax-withholding disposition of 4,276 ADSs. After these compensation-related transactions, he directly holds 9,866 ADSs in TAL Education Group according to the Form 4 filing.

Did the TAL (TAL) director sell shares on the open market in this Form 4?

The Form 4 shows a disposition of 4,276 ADSs coded as tax withholding, not an open-market sale. This F-code transaction reflects shares delivered to satisfy tax obligations arising from equity awards, rather than a discretionary sale into the market by the director.

How many TAL Education Group ADSs does the director hold after these transactions?

Following the reported transactions, director Edward Yi Wang directly holds 9,866 American Depositary Shares of TAL Education Group. This post-transaction balance reflects both the 14,142 ADSs acquired through RSU-related exercise and the 4,276 ADSs disposed to cover associated tax liabilities.

What RSU vesting schedule is disclosed for TAL (TAL) in this filing?

The filing states that the Restricted Stock Units vest in three equal annual installments beginning April 26, 2026. Each RSU represents a contingent right to receive one TAL American Depositary Share upon settlement, subject to the director’s continued service through each vesting date.

How are TAL Education Group ADSs related to its Class A common shares?

The Form 4 notes that each three American Depositary Shares represent one Class A common share of TAL Education Group with a par value of $0.001 per share. This ratio links the ADSs traded in international markets to the company’s underlying ordinary equity.