PENG ALEX ZHUANGZHUANG 4

4 · TAL Education Group · Filed Apr 28, 2026

AI-generated summary of this filing

Updated Apr 28, 2026

TAL Education (TAL) President/CFO Alex Peng Sells 95,659 ADSs

What Happened

Alex Peng (President and Chief Financial Officer) had restricted stock units (RSUs) convert to 37,950 American Depositary Shares (ADSs) on April 26, 2026 (two conversions: 30,360 and 7,590 ADSs, recorded at $0.00). On April 27, 2026 he disposed of 15,659 ADSs to cover exercise/tax liability at $10.80 per ADS ($169,180) and sold 80,000 ADSs in open-market trades at a weighted average of $10.86 per ADS ($868,480). Total proceeds reported from the disposals are about $1,037,660 (~$1.04M).
The transactions reflect RSU settlement and subsequent withholding/sales (i.e., a cashless-like settlement where some shares are used to satisfy taxes and others were sold).

Key Details

Transaction dates: April 26–27, 2026; Form 4 filed April 28, 2026 (filed timely).
Prices and amounts:
- RSUs converted: 30,360 ADSs and 7,590 ADSs acquired at $0.00 (total 37,950 ADSs).
- Tax/withholding: 15,659 ADSs disposed at $10.80 ($169,180).
- Open-market sale: 80,000 ADSs disposed at weighted avg $10.86 ($868,480). Reported sale prices ranged $10.705–$10.995; weighted average shown.
- Combined proceeds from disposals: ~$1,037,660.
Shares owned after the transactions: not disclosed in the filing.
Relevant footnotes:
- F1: Three ADSs = one Class A common share (ADS ratio).
- F3–F5: These were RSUs that vest in four equal annual installments beginning April 26, 2026 (some are performance-based subject to conditions).
- F2: Open-market sales executed across multiple trades; weighted average reported.
Codes: M = conversion/exercise of derivative (RSU settlement); F = payment of exercise price/tax withholding; S = open-market sale.

Context

These transactions are routine for RSU settlements: RSUs converted to ADSs, some shares withheld/used to pay taxes, and additional shares sold in the market to monetize holdings.
Conversion at $0.00 indicates settlement of RSUs rather than a cash purchase. The filing does not indicate a 10b5-1 plan or other trading plan.

Form 4

Period: 2026-04-26

See Remarks

Transactions

Exercise/Conversion
American Depositary Shares
[F1]
2026-04-26+30,360→ 133,213 total
Exercise/Conversion
American Depositary Shares
[F1]
2026-04-26+7,590→ 140,803 total
Tax Payment
American Depositary Shares
[F1]
2026-04-27$10.80/sh−15,659$169,180→ 125,144 total
Sale
American Depositary Shares
[F1][F2]
2026-04-27$10.86/sh−80,000$868,480→ 45,144 total
Exercise/Conversion
Restricted Stock Units (RSU)
[F3][F4]
2026-04-26−30,360→ 91,080 total
→ American Depositary Shares (30,360 underlying)
Exercise/Conversion
Restricted Stock Units (RSU)
[F3][F5]
2026-04-26−7,590→ 22,770 total
→ American Depositary Shares (7,590 underlying)

Footnotes (5)

[F1]Each three American Depositary Shares ("ADSs") represent one Class A common share, with a par value of $0.001 per share, of the Issuer.
[F2]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.
[F3]Each RSU represents a contingent right to receive 1 share of the Issuer's ADSs upon settlement.
[F4]The RSUs vest in four equal annual installments beginning April 26, 2026, subject to the Reporting Person's continued service through each vesting date.
[F5]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.

Signature

/s/ Jackson Ding, attorney-in-fact for PENG ALEX ZHUANGZHUANG|2026-04-28

1 file