New Oriental (EDU) Director Michael Yu Receives Award, Sells 68,310 ADS

What Happened
Director Michael (Minhong) Yu had restricted share units (RSUs) vest on July 15, 2026, which converted into 150,000 ADSs (each ADS = 10 underlying common shares). To satisfy income tax withholding on the vesting, 68,310 ADSs were sold on July 16, 2026 at $49.91 per ADS for proceeds of $3,409,352. The RSU conversion is reported as a derivative exercise/conversion (code M) and the sell-to-cover tax withholding is reported under code F.

Key Details

• Transaction dates: RSUs vested/conversion recorded July 15, 2026; sell-to-cover sale executed July 16, 2026.
• Sale price and proceeds: 68,310 ADSs sold at $49.91 each for $3,409,352.
• Net retained: 150,000 ADSs acquired on vesting less 68,310 sold = 81,690 ADSs retained (represents the net increase in ADSs held).
• Footnotes: each ADS represents ten common shares; each RSU equals a contingent right to 1/10 ADS; RSUs vested on July 15, 2026 and have no expiration. The sale was a sell-to-cover to satisfy taxes.
• Filing timeliness: Form 4 filed July 16, 2026 (covering 7/15–7/16 transactions); no late filing indicated.

Context
This was not an open-market purchase or a discretionary sale for cash gain — it was RSU vesting followed by a routine sell-to-cover to pay taxes (common after equity awards vest). The derivative reporting shows conversion of RSUs into ADSs (code M) and a tax-withholding disposition (code F). Such sell-to-cover transactions are standard administrative actions and do not, by themselves, indicate a change in the insider’s view on the company.