LIU YACHAO 4

What Happened
Liu Yachao, Director and Chief Operating Officer of TAL Education Group (TAL), had 39,672 restricted stock units (RSUs) vest on April 26, 2026, which converted into 39,672 American Depositary Shares (ADSs). To satisfy the related tax withholding, 18,967 ADSs were disposed on April 27, 2026 at $10.80 per ADS for proceeds of $204,919. Net from the vesting event, Liu retained 20,705 ADSs (39,672 vested − 18,967 withheld).

Key Details

• Transaction dates: RSU vest/conversion on 2026-04-26; tax withholding/disposition on 2026-04-27. Filing date: 2026-04-28.
• Prices and values: 18,967 ADSs sold/withheld at $10.80 each; total ~$204,919. The RSU conversion was recorded at $0.00 (no cash exercise price).
• Net shares retained from this event: +20,705 ADSs. Total post-transaction ownership not specified in the filing.
• Footnotes: F1 — three ADSs = one Class A common share. F2 — each RSU converts to one ADS on settlement. F3 — the grant vesting schedule: 39,672 ADSs vested 4/26/2026; remaining tranches 30,858 (4/26/2027) and 20,571 (4/26/2028).
• Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of exercise price or tax liability (withholding).
• Filing timeliness: Report filed two days after the vesting date (not marked late).

Context
This was primarily an award/vesting event (RSUs converting into ADSs) with a routine tax-related disposition of shares to cover withholding. That tax withholding/sale is common when equity grants vest and does not necessarily indicate a voluntary market sale or change in sentiment.