New Oriental (EDU) Director Zhou Chenggang Exercises RSUs, Sells ADSs

What Happened

• Director Zhou Chenggang reported restricted share units (RSUs) vesting and settlement into American Depositary Shares (ADSs) on July 15, 2026. The Form 4 shows exercise/conversion entries and the acquisition of ADSs, and a subsequent sell-to-cover transaction on July 16, 2026 in which 32,501 ADSs were sold at $49.91 each for proceeds of $1,622,125 to satisfy tax obligations. These transactions were reported in a Form 4 filed July 16, 2026.

Key Details

• Transaction dates: RSU vesting/settlement recorded July 15, 2026; tax-withholding sale executed July 16, 2026.
• Sale: 32,501 ADSs sold at $49.91 per ADS for total proceeds of $1,622,125 (sell-to-cover to satisfy taxes). (Transaction code F = tax withholding.)
• Vesting/settlement: Form shows exercise/conversion (code M) entries on July 15 for ADS-related amounts (see filing). Footnotes state the RSUs vested on July 15, 2026 and have no expiration.
• ADS / RSU structure: Each ADS represents 10 underlying common shares. Each RSU represents a contingent right to receive 1/10 of an ADS per the filing footnotes.
• Shares owned after the transactions: not specified in the information provided.
• Filing timeliness: Form 4 was filed July 16, 2026 for transactions with a period of report July 15, 2026 (appears timely).

Context

• This was a routine vesting and sell-to-cover tax withholding—common when equity awards vest. The sale was to cover income tax liabilities incurred on vesting (not a discretionary open-market sale for investment purposes). The derivative entries reflect conversion/settlement of RSUs into ADSs; the sell-to-cover removed a portion of those ADSs to satisfy withholding tax.