New Oriental (EDU) Exec President Yang Zhihui Receives RSUs, Sells ADSs

What Happened

• Yang Zhihui, Executive President of New Oriental (EDU), had restricted share units (RSUs) vest on July 15, 2026 that converted into American Depositary Shares (ADSs). The filing shows 1,000,000 RSUs converted (derivative), resulting in 100,000 ADSs acquired at $0.00. On July 16, 2026, 45,360 ADSs were sold at $49.91 each in a sell-to-cover transaction, generating $2,263,918 to satisfy tax liabilities. Net result: Yang received 100,000 ADSs and sold 45,360 ADSs, leaving a net gain of 54,640 ADSs from the vesting.

Key Details

• Transaction dates and prices:
  • 2026-07-15: 1,000,000 RSUs converted (derivative) into 100,000 ADSs @ $0.00 (vesting/settlement).
  • 2026-07-16: 45,360 ADSs sold @ $49.91 = $2,263,918 (sell-to-cover for taxes).
• Shares owned after transaction: filing shows 100,000 ADSs acquired and 45,360 ADSs sold — net +54,640 ADSs (total holdings after this filing not otherwise reported).
• Notable footnotes:
  • Each ADS represents 10 underlying common shares.
  • Each RSU represents a contingent right to receive 1/10 of an ADS (1,000,000 RSUs → 100,000 ADSs).
  • RSUs vested on July 15, 2026 and have no expiration.
  • The 45,360 ADSs sale was a sell-to-cover to satisfy income tax withholding on vesting.
• Filing timeliness: Report filed July 16, 2026 for July 15, 2026 vesting — appears timely.

Context

• This was an award vesting and subsequent routine sell-to-cover for tax withholding, not an open-market investment purchase or discretionary sale. For retail investors, vesting-related sales are common and primarily tax-driven rather than a direct signal of management sentiment.