[SCHEDULE 13G/A] TAL Education Group SEC Filing

Rhea-AI Filing Summary

Marqeta (MQ) Q2-25 10-Q highlights: Net revenue rose 20% YoY to $150.4 M, driven by 29% growth in Total Processing Volume (TPV) to $91.4 B. Gross profit jumped 31% to $104.1 M and gross margin expanded to 69% (63% LY) aided by a new incentive-estimation policy that added $6.8 M to Card Network incentives.

Profitability & expenses: Operating expenses increased to $113.3 M (vs. a prior-year benefit that included a $157.7 M one-time reversal). Ex-that item, cash operating costs fell, led by a 26% YoY drop in share-based comp to $30.3 M. Marqeta posted a small net loss of $0.6 M (-$0.00 per diluted share) versus $119.1 M profit last year; six-month net loss is $8.9 M.

Balance sheet & capital return: Cash, cash equivalents and short-term investments total $821.6 M, down $281.8 M since 12/31/24 chiefly from $275.2 M used to repurchase 61.5 M shares (avg. $4.49). $106.9 M remains under the $300 M 2025 buyback authorization. No debt outstanding.

Strategic actions: On 31 Jul 25, Marqeta closed the €46 M cash acquisition of Transact Payments Ltd, adding U.K./EU e-money and BIN-sponsorship capabilities; up to €5 M earn-out possible. Management also extended its Oakland HQ lease, increasing ROU assets by $3.5 M.

Key risks: One customer supplied 46% of Q2 revenue; 65% of TPV is settled through a single bank partner. Two securities class-action suits have been consolidated; a motion to dismiss was filed May 15 2025. Cash usage for buybacks plus falling cash balances warrant monitoring.

Insights

Equity Research Analyst

TL;DR Solid top-line and margin expansion, but returns to slight loss; heavy buybacks shrink cash while concentration and litigation persist.

Revenue accelerated to 20% YoY, outpacing TPV growth thanks to mix and new incentive recognition. 69% gross margin is the highest since IPO, underscoring scalability. Adjusted EBITDA swung to +$28.5 M (19% margin) as stock-based comp normalizes. Yet GAAP loss signals that operating leverage is not fully realized. Share repurchases (12% of float YTD) are accretive but reduced liquidity by ~28%. With $821 M cash and no debt, liquidity remains ample for the €46 M TransactPay deal and product investment. Acquisition gives MQ long-requested EU licences, potentially diversifying revenue away from its largest customer.

Risk Analyst

TL;DR High customer/bank reliance, class-action suits, and cash burn via buybacks temper otherwise improving fundamentals.

Customer 1 still delivers 46% of revenue and two customers form 31% of receivables—any churn would materially hurt results. 65% of TPV routes through Sutton Bank, a single point of failure. The consolidated securities litigation could lead to settlement costs or management distraction; outcome uncertain. Cash fell $190 M in six months, largely discretionary. While reserves suffice for 12+ months, continued outflows could constrain strategic flexibility. Policy change on network incentives improves P&L smoothing but introduces forecast risk should volumes undershoot.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

TAL Education Group

(Name of Issuer)

Class A Common Shares

(Title of Class of Securities)

874080104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 874080104

1

Names of Reporting Persons

Morgan Stanley

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,514,821.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,516,564.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,516,564.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.6 %

12

Type of Reporting Person (See Instructions)

HC, CO

Comment for Type of Reporting Person: As of the date hereof, Morgan Stanley has ceased to be the beneficial owner of more than five percent of the class of securities.

SCHEDULE 13G

CUSIP No. 874080104

1

Names of Reporting Persons

Morgan Stanley Capital Services LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,322,639.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,322,639.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,322,639.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.5 %

12

Type of Reporting Person (See Instructions)

BD, CO

Comment for Type of Reporting Person: As of the date hereof, Morgan Stanley Capital Services LLC has ceased to be the beneficial owner of more than five percent of the class of securities.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TAL Education Group
(b)	Address of issuer's principal executive offices: 4/F, TAL BUILDING NO.1, COURTYARD NO. 9, QIXIN MIDDLE STREET, CHANGPING DISTRICT, BEIJING, F4, 100085
Item 2.
(a)	Name of person filing: 1: Morgan Stanley 2: Morgan Stanley Capital Services LLC
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 1585 Broadway, New York, NY 10036
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: Class A Common Shares
(e)	CUSIP No.: 874080104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 3.6 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99.2
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Morgan Stanley

Signature:	Chris O'Hara
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	08/06/2025

Morgan Stanley Capital Services LLC

Signature:	Chris O'Hara
Name/Title:	Authorized Signatory, Morgan Stanley Capital Services LLC
Date:	08/06/2025

Exhibit Information

EXHIBIT NO. EXHIBITS ------------------ ------------------------------------ 99.1 Joint Filing Agreement 99.2 Item 7 Information * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

FAQ

How much did Marqeta (MQ) earn in Q2 2025?

MQ posted a net loss of $0.6 million (-$0.00 per diluted share) compared with $119.1 million profit in Q2 2024.

What were Marqeta's Q2 2025 revenue and growth rate?

Net revenue was $150.4 million, up 20% year-over-year from $125.3 million.

How large is Marqeta's cash position after buybacks?

As of 30 Jun 25, cash, cash equivalents and short-term investments totaled $821.6 million.

What is the status of Marqeta's share repurchase program?

MQ repurchased 61.5 million shares for $275.2 million YTD; $106.9 million remains under its $300 million 2025 authorization.

Why did gross margin improve to 69%?

Margin benefited from higher TPV, favorable mix and a new method of accruing network incentives, which added $6.8 million this quarter.

What does the TransactPay acquisition bring to Marqeta?

The €46 million deal gives MQ UK/EU e-money licences, BIN sponsorship and virtual account capabilities, supporting international expansion.