SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

LIU YACHAO

(Last)

(First)

(Middle)

TAL BLDG NO.1, CTYD NO.9, QIXIN MID ST

(Street)

BEIJING

102200

(City)

(State)

(Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
TAL Education Group [ TAL ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Share	2,504,166	I	See Footnote⁽⁷⁾
Class A Common Share	2,937,500	I	See Footnote⁽⁸⁾
Class B Common Share	2,937,500	I	See Footnote⁽⁹⁾
American Depositary Shares⁽¹⁾	222,835	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units (RSU)	⁽²⁾	⁽²⁾	American Depositary Shares	91,101	⁽³⁾	D
Restricted Stock Units (RSU)	⁽⁴⁾	⁽⁴⁾	American Depositary Shares	53,571	⁽³⁾	D
Stock Option (Right to Buy)⁽⁵⁾	⁽⁶⁾	08/05/2034	American Depositary Shares	354,000	$0.01	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. The RSUs vest as follows, subject to the Reporting Person's continued service through each vesting date: (i) 39,672 ADSs vest on April 26, 2026, (ii) 30,858 ADSs vest on April 26, 2027, and (iii) 20,571 ADSs vest on April 26, 2028.

3. Each RSU represents a contingent right to receive one share of the Issuer's ADS upon settlement.

4. The RSUs vest as follows, subject to the Reporting Person's continued service through each vesting date: (i) 32,142 ADSs vest on January 26, 2027 and (ii) 21,429 ADSs vest on January 26, 2028.

5. Each Stock Option is exercisable for one ADS.

6. This option vests as follows, subject to the Reporting Person's provision of service to the Issuer on each vesting date: (i) 27,000 ADSs vest on October 26, 2026, (ii) 45,000 ADSs vest on October 26, 2027, (iii) 66,000 ADSs vest on October 26, 2028, (iv) 108,000 ADSs vest on October 26, 2029, and (v) 108,000 ADSs vest on October 26, 2030.

7. Shares held directly by COMPLETE HONOUR GLOBAL LIMITED (BVI), over which Dr. Liu Yachao has voting and dispositive power.

8. Shares held directly by Perfect Wisdom International Limited (BVI), over which Dr. Liu Yachao has voting and dispositive power.

9. Shares held directly by Perfect Wisdom International Limited (BVI), over which Dr. Liu Yachao has voting and dispositive power.

Remarks:

Director and Chief Operating Officer, Exhibit 24 - Power of Attorney

	/s/ Jackson Ding, attorney-in-fact for Liu Yachao	03/18/2026
	** 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 5 (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 3: SEC 1473 (03-26)