Officer Peng Alex Zhuangzhuang covered exercise/tax liability with 15,659 units of American Depositary Shares, sold $868,480 worth of American Depositary Shares (80,000 units at $10.86) and converted options into 37,950 units of American Depositary Shares, decreasing direct ownership by 56% to 45,144 units (SEC Form 4)
$TAL
Other Consumer Services
Real Estate
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
TAL Education Group [ TAL ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/26/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| American Depositary Shares(1) | 04/26/2026 | M | 30,360 | A | $0.000 | 133,213 | D | |||
| American Depositary Shares(1) | 04/26/2026 | M | 7,590 | A | $0.000 | 140,803 | D | |||
| American Depositary Shares(1) | 04/27/2026 | F | 15,659 | D | $10.804 | 125,144 | D | |||
| American Depositary Shares(1) | 04/27/2026 | S | 80,000 | D | $10.856(2) | 45,144 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (RSU) | (3) | 04/26/2026 | M | 30,360 | (4) | (4) | American Depositary Shares | 30,360 | $0.000 | 91,080 | D | ||||
| Restricted Stock Units (RSU) | (3) | 04/26/2026 | M | 7,590 | (5) | (5) | American Depositary Shares | 7,590 | $0.000 | 22,770 | D | ||||
| Explanation of Responses: |
| 1. Each three American Depositary Shares ("ADSs") represent one Class A common share, with a par value of $0.001 per share, of the Issuer. |
| 2. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $10.705 to $10.995. The price reported above reflects the weighted average sale price of trades occurring within that price range. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. |
| 3. Each RSU represents a contingent right to receive 1 share of the Issuer's ADSs upon settlement. |
| 4. The RSUs vest in four equal annual installments beginning April 26, 2026, subject to the Reporting Person's continued service through each vesting date. |
| 5. The performance-based RSUs vest in four equal annual installments, beginning April 26, 2026, subject to the terms and conditions of the underlying RSUs agreement. |
| Remarks: |
| President and Chief Financial Officer |
| /s/ Jackson Ding, attorney-in-fact for PENG ALEX ZHUANGZHUANG | 04/28/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||