[144] GDS Holdings Limited ADS SEC Filing

Rhea-AI Filing Summary

GDS Holdings Limited (GDS) filed a Form 144 reporting a proposed sale of Class A Ordinary Shares (represented by ADS). The filing lists two broker arrangements — J.P. Morgan Securities LLC and UBS Securities LLC — each slated to sell 24,000,000 ADS with an approximate sale date of 09/10/2025. Each line shows an aggregate market value of $100,530,000 and the total number of shares outstanding is reported as 1,607,430,567. The securities to be sold were acquired on 05/29/2024 via an internal portfolio rationalization that transferred Class A shares from STT GDC Pte. Ltd. to STT Garnet Pte. Ltd.; the filing lists 477,288,484 shares as the amount acquired in that transaction. The filer reports no securities sold in the past three months and includes the standard representation that the seller has no undisclosed material adverse information.

Positive

• Transparent disclosure of proposed sale through Form 144 with broker names and approximate sale date
• Use of major broker-dealers (J.P. Morgan and UBS) implies orderly, professional execution

Negative

• Large proposed block: 24,000,000 ADS via each broker (total 48,000,000 ADS) scheduled for sale
• Proposed sale represents approximately 2.99% of outstanding shares (48,000,000 of 1,607,430,567 outstanding)
• Securities were transferred between related entities on 05/29/2024, which may indicate internal reorganization prior to disposition

Insights

Securities Analyst

TL;DR: The Form 144 discloses a planned brokered sale of a significant block of ADS by an affiliated holder following an internal transfer.

The filing details broker appointments with J.P. Morgan and UBS to sell 24,000,000 ADS each, indicating an orderly, brokered disposition scheduled for 09/10/2025. The shares were not newly purchased on the open market but moved between related entities on 05/29/2024 via an "internal portfolio rationalization," which is explicitly noted. No sales were reported in the prior three months, so this notice appears to be the primary disclosed disposition activity for the reporting person within the recent period. From an execution perspective, use of two major broker-dealers suggests intent for sizable, market-oriented transactions rather than private placements.

Corporate Governance Expert

TL;DR: The filing documents a large planned sale by an affiliated holder after an internal transfer, with required regulatory disclosure completed.

The Form 144 provides the required notice for proposed sales under Rule 144 and includes the seller's representation about lack of undisclosed material information. The transfer of shares between STT-related entities on 05/29/2024 is stated plainly; the filing does not attach any trading plan dates or 10b5-1 instructions. Governance-wise, the document is a standard disclosure of intent to sell and does not, by itself, disclose any change in management, control, or corporate policy. Materiality for investors depends on execution and timing of the sale, which the filing sets up but does not specify beyond the approximate sale date and broker appointments.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Ordinary Shares, par value $0.00005 per share (represented by ADS)	J.P. Morgan Securities LLC 383 Madison Avenue New York NY 10179	24000000	100530000	1607430567	09/10/2025	Nasdaq Global Market
Class A Ordinary Shares, par value $0.00005 per share (represented by ADS)	UBS Securities LLC 1285 Avenue of the Americas New York NY 10019	24000000	100530000	1607430567	09/10/2025	Nasdaq Global Market

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Ordinary Shares, par value $0.00005 per share (represented by ADS)	05/29/2024	Internal portfolio rationalization pursuant to which all Class A Shares previously held by STT GDC Pte. Ltd. were transferred to STT Garnet Pte. Ltd.	STT GDC Pte. Ltd.			477288484	05/29/2024	Internal portfolio rationalization

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the GDS Form 144 report?

The filing reports a proposed sale of Class A Ordinary Shares (ADS) by a reporting person via brokers, with details on amounts, brokers, and acquisition history.

How many ADS does GDS plan to sell as disclosed?

The filing lists 24,000,000 ADS through J.P. Morgan and 24,000,000 ADS through UBS, totaling 48,000,000 ADS.

When were the securities to be sold acquired?

The securities were acquired on 05/29/2024 via an internal portfolio rationalization transferring shares from STT GDC Pte. Ltd. to STT Garnet Pte. Ltd.

What is the approximate date of the proposed sale?

The filing lists an approximate sale date of 09/10/2025 for the proposed transactions.

How many shares are outstanding according to the filing?

The filing reports 1,607,430,567 shares outstanding.

Have any securities of the issuer been sold by this person in the past three months?

The filing states "Nothing to Report" for securities sold during the past three months.