New Oriental (EDU) Director Li Yanhong Exercises RSUs; Sell-to-Cover

What Happened
Li Yanhong, a director of New Oriental Education & Technology Group (EDU), had restricted share units (RSUs) vest on July 15, 2026. 30,000 RSUs converted into 3,000 American Depositary Shares (ADSs) (acquired at $0). On July 16, 2026 he sold 830 ADSs at $49.91 each for $41,425 under a sell-to-cover arrangement to satisfy income tax withholding. Net from this vesting he retained 2,170 ADSs (3,000 acquired − 830 sold).

Key Details

• Transaction dates: RSUs vested and converted on 2026-07-15; sell-to-cover sale on 2026-07-16. Filing date: 2026-07-17 (timely).
• Conversion: 30,000 RSUs → 3,000 ADSs (each RSU = 1/10 ADS).
• Sale: 830 ADSs @ $49.91 = $41,425 (sold to cover taxes).
• ADS structure: Each ADS represents 10 underlying common shares → 3,000 ADSs = 30,000 common shares; 830 ADSs sold = 8,300 common shares.
• Footnotes: RSUs vested (no expiration); ADSs were acquired upon vesting; the sale was a sell-to-cover to satisfy tax liabilities.
• Transaction codes: M = option/derivative exercise/conversion (vesting of RSUs); F = payment of tax liability (sell-to-cover).

Context
This was not an open-market discretionary sale of holdings but a routine vesting and partial sale to cover tax obligations related to RSU settlement. Such sell-to-cover transactions are common and do not necessarily signal a change in the insider's view of the company.