What does each TAL Education American Depositary Share represent?

Each three TAL Education ADSs represent one Class A common share with $0.001 par value. This ADS ratio is disclosed in the footnotes and explains how the U.S.-traded ADSs relate to the company’s underlying Class A common shares.

Liu Yachao of TAL (NYSE: TAL) exercises RSUs and covers taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

TAL Education Group director and officer Liu Yachao reported routine equity compensation activity. On April 26, 2026, Liu exercised 39,672 Restricted Stock Units (RSUs) into American Depositary Shares (ADSs) at a conversion price of $0.0000 per ADS.

On April 27, 2026, 18,967 ADSs were disposed of at $10.804 per ADS to cover tax obligations, a non‑market tax-withholding transaction. After these transactions, Liu directly held 243,540 ADSs. Footnotes state that RSUs covering 39,672 ADSs vest on April 26, 2026, 30,858 ADSs on April 26, 2027, and 20,571 ADSs on April 26, 2028.

Insider Trade Summary

39,672 shares exercised/converted

Mixed 3 txns

Insider LIU YACHAO

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	American Depositary Shares	18,967	$10.804	$205K
Exercise	Restricted Stock Units (RSU)	39,672	$0.00	--
Exercise	American Depositary Shares	39,672	$0.00	--

Holdings After Transaction: American Depositary Shares — 243,540 shares (Direct, null); Restricted Stock Units (RSU) — 51,429 shares (Direct, null)

Footnotes (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 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.

Key Figures

RSUs exercised: 39,672 RSUs Tax-withholding shares: 18,967 ADSs Post-transaction holdings: 243,540 ADSs +4 more

7 metrics

RSUs exercised 39,672 RSUs Converted into American Depositary Shares on April 26, 2026

Tax-withholding shares 18,967 ADSs Disposed at $10.804 per ADS on April 27, 2026 to cover taxes

Post-transaction holdings 243,540 ADSs Directly owned by Liu Yachao after transactions

Tax-withholding price $10.804 per ADS Price used for 18,967 ADS tax-withholding disposition

2026 vesting tranche 39,672 ADSs RSUs vesting on April 26, 2026, subject to continued service

2027 vesting tranche 30,858 ADSs RSUs vesting on April 26, 2027, subject to continued service

2028 vesting tranche 20,571 ADSs RSUs vesting on April 26, 2028, subject to continued service

Key Terms

American Depositary Shares, Restricted Stock Units (RSU), tax-withholding disposition, derivative exercise/conversion, +1 more

5 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"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Form 4 Insider Transactions: What Each Field Means →

04/28/2026 - 11:50 AM

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^*

LIU YACHAO

(Last)

(First)

(Middle)

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

(Street)

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
X	Officer (give title below)	Other (specify below)
	See Remarks

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
American Depositary Shares⁽¹⁾	04/26/2026		M		39,672	A	$0.000	262,507	D
American Depositary Shares⁽¹⁾	04/27/2026		F		18,967	D	$10.804	243,540	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (RSU)	⁽²⁾	04/26/2026		M			39,672	⁽³⁾	⁽³⁾	American Depositary Shares	39,672	$0.000	51,429	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 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.

Remarks:

Director and Chief Operating Officer

	/s/ Jackson Ding, attorney-in-fact for Liu Yachao	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did TAL (TAL) report for Liu Yachao?

Liu Yachao exercised 39,672 RSUs into ADSs and had 18,967 ADSs withheld for taxes. These moves reflect routine equity compensation and tax-withholding activity, not open-market buying or selling of TAL Education Group shares.

How many TAL Education ADSs does Liu Yachao own after this Form 4?

After the reported transactions, Liu Yachao directly holds 243,540 ADSs of TAL Education Group. This figure comes from the post-transaction ownership line on the Form 4, showing Liu’s continuing equity stake in the company.

Was the TAL (TAL) insider transaction a market sale of shares?

No, the 18,967 ADS disposition was a tax-withholding transaction at $10.804 per ADS. The filing labels this as a payment of tax liability by delivering securities, rather than an open-market sale initiated by the insider.

What RSU vesting schedule is disclosed for TAL’s Liu Yachao?

The RSUs vest over three dates: 39,672 ADSs on April 26, 2026; 30,858 ADSs on April 26, 2027; and 20,571 ADSs on April 26, 2028. Continued service through each vesting date is required under the award terms.

How many TAL Education RSUs were exercised in this Form 4 filing?

The filing shows 39,672 Restricted Stock Units were exercised into TAL Education ADSs. The transaction is coded as an M event, described as the exercise or conversion of a derivative security, at a stated price of $0.0000 per ADS.