Board reshuffle at TIAN RUIXIANG (NASDAQ: TIRX) as new independent director joins

Rhea-AI Filing Summary

TIAN RUIXIANG Holdings Ltd. reported changes and renewals in its board of directors. Mr. Ning Xue, an independent director, resigned effective January 19, 2026, coinciding with the expiration of his term. He stated he has no disagreement with the board and nothing related to his resignation that needs shareholder attention.

On January 28, 2026, the board appointed Mr. Peng Wang as a new independent director to fill the vacancy. He brings experience in general management, risk management, and investment and financing negotiations from several Chinese companies. The board also renewed the one-year terms of Ms. QinEr Zhou, Mr. Jingyu Li, and Mr. Yu He as directors, effective upon expiration of their current terms.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001- 39925

TIAN RUIXIANG Holdings Ltd.

2107, Block B, Shoudong International

Dongcheng District, Beijing

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Resignation and Appointment of Directors

On January 19, 2026, Mr. Ning Xue, an independent director of TIAN RUIXIANG Holdings Ltd. (the “Company”), notified the Company of his resignation as an independent director of the Company, effective January 19, 2026. Mr. Ning Xue's resignation coincides with the expiration of his term as an independent director. Mr. Ning Xue has acknowledged that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company.

On January 28, 2026, the board of directors of the Company (the “Board”) approved and appointed Mr. Peng Wang to serve as an independent director of the Company to fill the vacancy created by Mr. Ning Xue's resignation, effectively immediately. Mr. Peng Wang graduated from Xi'an University of Technology in July 2004 with a Bachelor’s degree in electronic communication engineering. Since April 2019, he has served as the general manager of the business department of the marketing center at Hangzhou Poly Dafeng Theatre Management Co., Ltd., where he is responsible for coordinating bidding project arrangements. From October 2008 to March 2019, he served as the general manager at Hangzhou Bowan Electronic Engineering Co., Ltd., where he was responsible for internal risk management projects, establishing and optimizing risk management models, and coordinating corporate affairs. From August 2004 to September 2008, he served as the deputy general manager at Hangzhou Xingzhong Electronic Engineering Co., Ltd., in charge of investment and financing negotiation business.

In addition, on January 28, 2026, the Board approved the renewal of the terms of office for Ms. QinEr Zhou, Mr. Jingyu Li, and Mr. Yu He as directors of the Company for a period of one (1) year, effective immediately upon the expiration of their current terms.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TIAN RUIXIANG Holdings Ltd.
Date: February 12, 2026	By:	/s/ Baohai Xu
	Name:	Baohai Xu
	Title:	Chief Executive Officer

FAQ

What board change did TIAN RUIXIANG (TIRX) disclose in this 6-K?

TIAN RUIXIANG disclosed that independent director Ning Xue resigned effective January 19, 2026, at the end of his term. He indicated no disagreement with the board and no issues requiring shareholder attention, suggesting the departure is routine rather than driven by a dispute.

Who is the new independent director appointed to TIAN RUIXIANG (TIRX)’s board?

The company appointed Peng Wang as an independent director on January 28, 2026, filling the vacancy from Ning Xue’s resignation. He has a background in electronic communication engineering and extensive management experience in project bidding, risk management, and investment and financing negotiations at several Chinese companies.

Did TIAN RUIXIANG (TIRX) indicate any disagreements related to the director resignation?

The company stated that Ning Xue has no disagreement with the board and no matters related to his resignation that need to be brought to shareholders’ attention. This language indicates the resignation aligns with his term’s expiration rather than arising from governance or policy conflicts.

Which TIAN RUIXIANG (TIRX) directors had their terms renewed and for how long?

The board approved renewing the terms of QinEr Zhou, Jingyu Li, and Yu He as directors. Each renewal is for a one-year term, effective immediately upon the expiration of their existing terms, maintaining continuity in the company’s board composition for the coming year.

What is the professional background of TIAN RUIXIANG (TIRX) director Peng Wang?

Peng Wang holds a bachelor’s degree in electronic communication engineering from Xi'an University of Technology. His career includes roles as general manager responsible for bidding projects, internal risk management, optimizing risk models, and coordinating corporate affairs at multiple Hangzhou-based electronic and theatre management companies in China.

Does this TIAN RUIXIANG (TIRX) 6-K mention any financial or earnings information?

This 6-K focuses on corporate governance changes, specifically director resignation, appointment, and term renewals. It does not present revenue, profit, or other earnings metrics, instead serving as a disclosure of updates to the composition and continuity of the company’s board of directors.