What RSU-related activity did TAL (TAL) disclose for Alex Zhuangzhuang Peng?

TAL disclosed RSU exercises converting 7,590 and 30,360 RSUs into the same number of ADSs at a $0.0000 exercise price. Remaining RSU balances were updated to 22,770 and 91,080 units, which vest in four equal annual installments beginning April 26, 2026, subject to service conditions.

How are TAL (TAL) American Depositary Shares related to Class A common shares?

Each three TAL American Depositary Shares represent one Class A common share with a par value of $0.001. This ratio means investors holding ADSs effectively own fractional interests in TAL’s underlying Class A common shares through the depositary share structure.

TAL Education (NYSE: TAL) officer reports 80,000 ADS sale, RSU vesting

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

TAL Education Group executive Alex Zhuangzhuang Peng reported a combination of RSU vesting, tax withholding, and open-market selling of American Depositary Shares (ADSs). On April 27, 2026, he sold 80,000 ADSs in open-market transactions at a weighted average price of $10.856 per ADS, with individual trades ranging from $10.705 to $10.995.

Also on April 27, 15,659 ADSs were disposed of to cover tax obligations at $10.804 per ADS. These followed April 26, 2026 exercises of restricted stock units (RSUs) into a total of 37,950 ADSs at a $0.0000 exercise price. After these transactions, he directly holds 45,144 ADSs, and his remaining RSU awards are reflected in updated RSU balances. Each three ADSs represent one Class A common share of TAL Education Group.

Insider Trade Summary

Net Seller: 80,000 shares ($868,480)

Net Sell 6 txns

Insider PENG ALEX ZHUANGZHUANG

Role See Remarks

Sold 80,000 shs ($868K)

Type	Security	Shares	Price	Value
Tax Withholding	American Depositary Shares	15,659	$10.804	$169K
Sale	American Depositary Shares	80,000	$10.856	$868K
Exercise	Restricted Stock Units (RSU)	30,360	$0.00	--
Exercise	Restricted Stock Units (RSU)	7,590	$0.00	--
Exercise	American Depositary Shares	30,360	$0.00	--
Exercise	American Depositary Shares	7,590	$0.00	--

Holdings After Transaction: American Depositary Shares — 125,144 shares (Direct, null); Restricted Stock Units (RSU) — 91,080 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $10.705 to $10.995. The price reported above reflects the weighted average sale price of trades occurring within that price range. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. Each RSU represents a contingent right to receive 1 share of the Issuer's ADSs upon settlement. The RSUs vest in four equal annual installments beginning April 26, 2026, subject to the Reporting Person's continued service through each vesting date. The performance-based RSUs vest in four equal annual installments, beginning April 26, 2026, subject to the terms and conditions of the underlying RSUs agreement.

Key Figures

Open-market ADS sale: 80,000 ADSs at $10.856 Tax-withholding disposition: 15,659 ADSs at $10.804 RSU exercises into ADSs: 37,950 ADSs at $0.0000 +4 more

7 metrics

Open-market ADS sale 80,000 ADSs at $10.856 Weighted average sale price on April 27, 2026

Tax-withholding disposition 15,659 ADSs at $10.804 Shares delivered for tax obligations on April 27, 2026

RSU exercises into ADSs 37,950 ADSs at $0.0000 Two RSU exercises on April 26, 2026

Direct ADS holdings after transactions 45,144 ADSs Direct ownership after April 27, 2026 sale

RSU balance grant 1 22,770 RSUs RSUs remaining after 7,590 RSU exercise on April 26, 2026

RSU balance grant 2 91,080 RSUs RSUs remaining after 30,360 RSU exercise on April 26, 2026

ADS to common share ratio 3 ADSs : 1 Class A share Relationship between ADSs and Class A common shares

Key Terms

American Depositary Shares, Restricted Stock Units (RSU), tax-withholding disposition, derivative security, +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 security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

performance-based RSUs financial

"The performance-based RSUs vest in four equal annual installments"

Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.

Form 4 Insider Transactions: What Each Field Means →

04/28/2026 - 11:48 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^*

PENG ALEX ZHUANGZHUANG

(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)

	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		30,360	A	$0.000	133,213	D
American Depositary Shares⁽¹⁾	04/26/2026		M		7,590	A	$0.000	140,803	D
American Depositary Shares⁽¹⁾	04/27/2026		F		15,659	D	$10.804	125,144	D
American Depositary Shares⁽¹⁾	04/27/2026		S		80,000	D	$10.856⁽²⁾	45,144	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)	⁽³⁾	04/26/2026		M			30,360	⁽⁴⁾	⁽⁴⁾	American Depositary Shares	30,360	$0.000	91,080	D
Restricted Stock Units (RSU)	⁽³⁾	04/26/2026		M			7,590	⁽⁵⁾	⁽⁵⁾	American Depositary Shares	7,590	$0.000	22,770	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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $10.705 to $10.995. The price reported above reflects the weighted average sale price of trades occurring within that price range. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

3. Each RSU represents a contingent right to receive 1 share of the Issuer's ADSs upon settlement.

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

5. The performance-based RSUs vest in four equal annual installments, beginning April 26, 2026, subject to the terms and conditions of the underlying RSUs agreement.

Remarks:

President and Chief Financial Officer

	/s/ Jackson Ding, attorney-in-fact for PENG ALEX ZHUANGZHUANG	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 Alex Zhuangzhuang Peng?

TAL executive Alex Zhuangzhuang Peng reported RSU exercises, a tax-withholding share disposition, and an open-market sale. He exercised 37,950 RSU-based ADSs, had 15,659 ADSs withheld for taxes, and sold 80,000 ADSs in the market, all over April 26–27, 2026.

How many TAL (TAL) American Depositary Shares were sold in the open market?

The filing shows an open-market sale of 80,000 TAL American Depositary Shares. These ADSs were sold at a weighted average price of $10.856 per ADS, with individual trade prices ranging between $10.705 and $10.995 during the April 27, 2026 transactions.

What prices were TAL (TAL) shares sold and withheld for tax purposes?

Open-market sales of TAL ADSs occurred at a weighted average price of $10.856 per ADS, within a $10.705–$10.995 range. Separately, 15,659 ADSs were disposed of for tax withholding at $10.804 per ADS, reflecting non-market tax settlement rather than an investment decision.

How many TAL (TAL) shares did Alex Zhuangzhuang Peng hold after these transactions?

After the reported transactions, Alex Zhuangzhuang Peng directly held 45,144 TAL American Depositary Shares. This reflects his position following the RSU exercises, the 15,659 ADS tax-withholding disposition, and the 80,000 ADS open-market sale recorded in the Form 4 filing.