Sec Form 3 Filing - TIAN MI @ TAL Education Group - 2026-03-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
TIAN MI
2. Issuer Name and Ticker or Trading Symbol
TAL Education Group [ TAL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
TAL BLDG NO.1, CTYD NO.9, QIXIN MID ST
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2026
(Street)
BEIJING102200
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 190,672 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ) ( 2 ) ( 2 ) American Depositary Shares 68,400 D
Restricted Stock Units (RSU) ( 3 ) ( 4 ) ( 4 ) American Depositary Shares 17,100 D
Restricted Stock Units (RSU) ( 3 ) ( 5 ) ( 5 ) American Depositary Shares 106,104 D
Restricted Stock Units (RSU) ( 3 ) ( 6 ) ( 6 ) American Depositary Shares 10,476 D
Stock Option (Right to Buy) ( 7 ) $ 1 ( 8 ) 09/30/2030 American Depositary Shares 48,000 D
Stock Option (Right to Buy) ( 7 ) $ 0.01 ( 9 ) 04/26/2032 American Depositary Shares 460,860 D
Stock Option (Right to Buy) ( 7 ) $ 0.01 ( 10 ) 08/05/2034 American Depositary Shares 140,000 D
Stock Option (Right to Buy) ( 7 ) $ 1 ( 11 ) 07/26/2029 American Depositary Shares 30,000 D
Stock Option (Right to Buy) ( 7 ) $ 1 ( 11 ) 09/30/2030 American Depositary Shares 24,000 D
Stock Option (Right to Buy) ( 7 ) $ 0.01 ( 11 ) 04/26/2032 American Depositary Shares 105,990 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TIAN MI
TAL BLDG NO.1, CTYD NO.9, QIXIN MID ST
BEIJING102200
Chief Technology Officer
Signatures
/s/ Jackson Ding, attorney-in-fact for Tian Mi 03/18/2026
Signature of Reporting Person Date
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 )The RSUs vest as follows, subject to the Reporting Person's continued service through each vesting date: (i) 45,600 ADSs vest on April 26, 2026 and (ii) 22,800 ADSs vest on October 26, 2026.
( 3 )Each RSU represents a contingent right to receive one share of the Issuer's ADSs upon settlement.
( 4 )The performance-based RSUs vest as follows, subject to the terms and conditions of the underlying RSUs agreement: (i) 11,400 ADSs vest on April 26, 2026 and (ii) 5,700 ADSs vest on October 26, 2026.
( 5 )The RSUs vest on April 26, 2026, subject to the Reporting Person's continued service through such vesting date.
( 6 )The performance-based RSUs vest on April 26, 2026, subject to the terms and conditions of the underlying RSUs agreement.
( 7 )Each Stock Option is exercisable for one ADS.
( 8 )This option vests on October 26, 2026, subject to the Reporting Person's continued service through such vesting date.
( 9 )This option vests as follows, subject to the Reporting Person's continued service through each vesting date: (i) 244,080 ADSs vest on April 26, 2026 and (ii) 216,780 ADSs vest on April 26, 2027.
( 10 )This option vests in two equal annual installments beginning October 26, 2028, subject to the Reporting Person's continuous service through each such date.
( 11 )This option is fully vested and immediately exercisable.

Remarks:
Exhibit 24 - Power of Attorney

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