Shareholder meetings on GDS (NASDAQ: GDS) charter changes delayed
Rhea-AI Filing Summary
GDS Holdings Limited reported that its Extraordinary General Meeting and four related class and series shareholder meetings convened on February 24, 2026 were adjourned. Each meeting, which concerns amendments to the Company’s Articles of Association, will be reconvened at the same Shanghai location on March 10, 2026 at the originally scheduled times.
The underlying proposals and resolutions remain unchanged from earlier disclosures, and the record date stays fixed at the close of business on February 9, 2026. Existing proxy cards continue to be valid for the adjourned meetings, and shareholders may submit or resubmit proxies following the stated procedures and deadlines.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to
Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
February 2026
Commission File Number: 001-37925
GDS Holdings Limited
(Registrant’s name)
F4/F5, Building C, Sunland International
No. 999 Zhouhai Road
Pudong, Shanghai 200137
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
EXHIBITS
| 99.1 | Press release — GDS Announces Adjournments of Extraordinary General Meeting and Additional Shareholders Meetings to be Reconvened on March 10, 2026 |
| 99.2 | Notice of Adjourned Extraordinary General Meeting of Shareholders |
| 99.3 | Notice of Adjourned General Meeting of Holders of the Class A Ordinary Shares of the Company |
| 99.4 | Notice of Adjourned General Meeting of Holders of the Series A Preferred Shares of the Company |
| 99.5 | Notice of Adjourned General Meeting of Holders of the Series B Preferred Shares of the Company |
| 99.6 | Notice of Adjourned General Meeting of Holders of the Class B Ordinary Shares of the Company |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GDS Holdings Limited | ||
| Date: February 24, 2026 | By: | /s/ William Wei Huang |
| Name: | William Wei Huang | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
GDS Announces Adjournments of Extraordinary General Meeting and Additional Shareholders Meetings to be Reconvened on March 10, 2026
SHANGHAI, China, February 24, 2026 (GLOBE NEWSWIRE) -- GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that in accordance with its previous press release dated January 26, 2026 (the “Previous Disclosure”), an Extraordinary General Meeting of Shareholders (the “EGM”) was convened at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. at 4:00 p.m. (China Standard Time) on February 24, 2026 (which is 3:00 a.m. (Eastern Time) on February 24, 2026). A meeting of the holders of the class A ordinary shares (the “Class A Shareholders Meeting”) was convened at the same place at 4:30 p.m. (China Standard Time) on February 24, 2026, a meeting of the holders of the Series A preferred shares (the “Series A Preferred Shareholders Meeting”) was convened at the same place at 5:00 p.m. (China Standard Time) on February 24, 2026, a meeting of the holders of the Series B preferred shares (the “Series B Preferred Shareholders Meeting) was convened at the same place at 5:30 p.m. (China Standard Time) on February 24, 2026, and a meeting of the holders of the class B ordinary shares (the “Class B Shareholders Meeting” and, together with the Class A Shareholders Meeting, the Series A Preferred Shareholders Meeting and the Series B Preferred Shareholders Meeting, collectively, the “Shareholders Meetings”) was convened at the same place at 6:00 p.m. (China Standard Time) on February 24, 2026.
In accordance with Article 64 of the Company’s Articles of Association and in order to provide more time for our shareholders to deliberate on the proposal in relation to the amendment of the Company’s Articles of Association stated in the Previous Disclosure, at each of the Shareholders Meetings the chairman of the Shareholders Meetings duly determined to adjourn the Shareholders Meetings (the “Adjourned Meetings”), each of which is rescheduled to be reconvened at the same place and at the same time on March 10, 2026.
For the avoidance of doubt, the proposal and resolutions set out in the Previous Disclosure remain unchanged and will be considered and, if thought fit, passed in the Adjourned Meetings.
No Change on Record Date
With reference to the Previous Disclosure, the Board of Directors of the Company has fixed the close of business on February 9, 2026 (China Standard Time) as the record date for determining the holders of our ordinary shares and convertible preferred shares entitled to receive notice of and to vote at the Shareholders Meeting or any adjourned or postponed meeting thereof.
As the Adjourned Meetings are a continuation of the Shareholders Meetings, there will be no change to the record date.
Proxy Card
The proxy cards remain valid and applicable to the Adjourned Meetings.
For any holder of our ordinary shares who has not submitted the proxy card, please complete the proxy card in accordance with the instructions printed thereon and deliver by mail or by hand to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 48 hours prior to the Adjourned Meetings.
Any proxy card duly completed and returned in accordance with the instructions printed thereon remains valid for the Adjourned Meetings and therefore need not be submitted again.
If any holder of our ordinary shares who has duly completed and returned a proxy card chooses to re-submit a proxy card, the last proxy card duly completed and returned in accordance with the instructions printed thereon and delivered by mail or by hand to Computershare Hong Kong Investor Services Limited not less than 48 hours before the time appointed for convening the Adjourned Meetings will revoke and supersede all proxy cards previously submitted by such holder.
Save as announced above, all other information set out in the Previous Disclosure remains unchanged.
Copies of the Notices of the EGM and the respective Shareholders Meetings, which sets forth the resolutions to be proposed and for which adoption from shareholders is sought, the Proxy Statements and the Proxy Cards are available on the Investor Relations section of the Company’s website at http://investors.gds-services.com, on the SEC's website at www.sec.gov and HKEX's website at http://www.hkexnews.hk.
About GDS Holdings Limited
GDS Holdings Limited (NASDAQ: GDS; HKEX: 9698) is a leading developer and operator of high-performance data centers in China. The Company’s facilities are strategically located across the key hubs where demand for high-performance data center services is concentrated. The Company’s data centers have large net floor area, high power capacity, density and efficiency, and multiple redundancies across all critical systems. The Company is carrier and cloud-neutral, which enables its customers to access the major telecommunications networks, as well as the largest PRC and global public clouds, which are hosted in many of its facilities. The Company has a 25-year track record of service delivery, successfully fulfilling the requirements of some of the largest and most demanding customers for outsourced data center services in China. The Company’s customer base consists predominantly of hyperscale cloud service providers, large internet companies, financial institutions, telecommunications carriers, IT service providers, and large domestic private sector and multinational corporations. The Company also holds a minority equity interest in DayOne Data Centers Limited, a Singapore-headquartered hyperscale data center platform.
For investor and media inquiries, please contact:
GDS Holdings Limited
Laura Chen
Phone: +86 (21) 2029-2203
Email: ir@gds-services.com
The Piacente Group, Inc.
Ross Warner
Phone: +86 (10) 6508-0677
Email: GDS@tpg-ir.com
Brandi Piacente
Phone: +1 (212) 481-2050
Email: GDS@tpg-ir.com
GDS Holdings Limited
Exhibit 99.2
GDS HOLDINGS LIMITED
NOTICE OF ADJOURNED EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
References are made to the Original Notice dated January 26, 2026, and the Updated Notice dated February 6, 2026, of Extraordinary General Meeting of Shareholders, as well as the corresponding proxy statement and proxy card (collectively the “Previous Disclosure”) published by GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) in relation to the amendment of the Company’s Articles of Association. Unless otherwise defined, capitalized terms used in this notice shall have the same meaning as those defined in the Previous Disclosure.
Adjournment of the Extraordinary General Meeting of Shareholders
In accordance with the Previous Disclosure, the Meeting was convened at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. at 4:00 p.m. (China Standard Time) on February 24, 2026.
In accordance with Article 64 of the Company’s Articles of Association and in order to provide more time for our shareholders to deliberate on the proposal stated in the Previous Disclosure, at the Meeting the chairman of the Meeting duly determined to adjourn the Meeting (the “Adjourned Meeting”) which is rescheduled to be reconvened at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. at 4:00 p.m. (China Standard Time) on March 10, 2026.
For the avoidance of doubt, the proposal and resolutions set out in the Previous Disclosure remain unchanged and will be considered and, if thought fit, passed in the Adjourned Meeting.
No Change on Record Date
With reference to the Previous Disclosure, the Board of Directors of the Company has fixed the close of business on February 9, 2026 (China Standard Time) as the record date for determining the holders of our ordinary shares and convertible preferred shares entitled to receive notice of and to vote at the Meeting or any adjourned or postponed meeting thereof.
As the Adjourned Meeting is a continuation of the Meeting, there will be no change to the record date.
Proxy Card
The proxy cards remain valid and applicable to the Adjourned Meeting.
For any holder of our ordinary shares who has not submitted the proxy card, please complete the proxy card in accordance with the instructions printed thereon and deliver by mail or by hand to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 48 hours prior to the Adjourned Meeting.
Any proxy card duly completed and returned in accordance with the instructions printed thereon remains valid for the Adjourned Meeting and therefore need not be submitted again.
If any holder of our ordinary shares who has duly completed and returned a proxy card chooses to re-submit a proxy card, the last proxy card duly completed and returned in accordance with the instructions printed thereon and delivered by mail or by hand to Computershare Hong Kong Investor Services Limited not less than 48 hours before the time appointed for convening the Adjourned Meeting will revoke and supersede all proxy cards previously submitted by such holder.
Save as announced above, all other information set out in the Previous Disclosure remains unchanged.
| By Order of the Board of Directors, | |
| William Wei Huang | |
| Chairman of the Board and | |
| Chief Executive Officer |
Exhibit 99.3
GDS HOLDINGS LIMITED
NOTICE OF ADJOURNED GENERAL MEETING OF HOLDERS OF THE CLASS A ORDINARY SHARES OF THE COMPANY
References are made to the notice of general meeting of holders of the Class A ordinary shares of the Company, as well as the corresponding proxy statement and proxy card dated January 26, 2026 (collectively the “Previous Disclosure”) published by GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) in relation to the amendment of the Company’s Articles of Association. Unless otherwise defined, capitalized terms used in this announcement shall have the same meaning as those defined in the Previous Disclosure.
Adjournment of the General Meeting of Holders of the Class A Ordinary Shares of the Company
In accordance with the Previous Disclosure, the Meeting was convened at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. at 4:30 p.m. (China Standard Time) on February 24, 2026.
In accordance with Article 64 of the Company’s Articles of Association and in order to provide more time for holders of our ordinary shares to deliberate on the proposal stated in the Previous Disclosure, at the Meeting the chairman of the Meeting duly determined to adjourn the Meeting (the “Adjourned Meeting”) which is rescheduled to be reconvened at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. at 4:30 p.m. (China Standard Time) on March 10, 2026.
For the avoidance of doubt, the proposal and resolutions set out in the Previous Disclosure remain unchanged and will be considered and, if thought fit, passed in the Adjourned Meeting.
No Change on Record Date
With reference to the Previous Disclosure, the Board of Directors of the Company has fixed the close of business on February 9, 2026 (China Standard Time) as the record date for determining the holders of our ordinary shares entitled to receive notice of and to vote at the Meeting or any adjourned or postponed meeting thereof.
As the Adjourned Meeting is a continuation of the Meeting, there will be no change to the record date.
Proxy Card
The proxy cards remain valid and applicable to the Adjourned Meeting.
For any holder of our ordinary shares who has not submitted the proxy card, please complete the proxy card in accordance with the instructions printed thereon and deliver by mail or by hand to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 48 hours prior to the Adjourned Meeting.
Any proxy card duly completed and returned in accordance with the instructions printed thereon remains valid for the Adjourned Meeting and therefore need not be submitted again.
If any holder of our ordinary shares who has duly completed and returned a proxy card chooses to re-submit a proxy card, the last proxy card duly completed and returned in accordance with the instructions printed thereon and delivered by mail or by hand to Computershare Hong Kong Investor Services Limited not less than 48 hours before the time appointed for convening the Adjourned Meeting will revoke and supersede all proxy cards previously submitted by such holder.
Save as announced above, all other information set out in the Previous Disclosure remains unchanged.
| By Order of the Board of Directors, | |
| William Wei Huang | |
| Chairman of the Board and | |
| Chief Executive Officer |
Exhibit 99.4
GDS HOLDINGS LIMITED
NOTICE OF ADJOURNED GENERAL MEETING OF HOLDERS OF THE SERIES A PREFERRED SHARES OF THE COMPANY
References are made to the notice of general meeting of holders of the Series A preferred shares of the Company, as well as the corresponding proxy statement and proxy card dated January 26, 2026 (collectively the “Previous Disclosure”) published by GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) in relation to the amendment of the Company’s Articles of Association. Unless otherwise defined, capitalized terms used in this announcement shall have the same meaning as those defined in the Previous Disclosure.
Adjournment of the General Meeting of Holders of the Series A Preferred Shares of the Company
In accordance with the Previous Disclosure, the Meeting was convened at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. at 5:00 p.m. (China Standard Time) on February 24, 2026.
In accordance with Article 64 of the Company’s Articles of Association and in order to provide more time for holders of our ordinary shares and convertible preferred shares to deliberate on the proposal stated in the Previous Disclosure, at the Meeting the chairman of the Meeting duly determined to adjourn the Meeting (the “Adjourned Meeting”) which is rescheduled to be reconvened at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. at 5:00 p.m. (China Standard Time) on March 10, 2026.
For the avoidance of doubt, the proposal and resolutions set out in the Previous Disclosure remain unchanged and will be considered and, if thought fit, passed in the Adjourned Meeting.
No Change on Record Date
With reference to the Previous Disclosure, the Board of Directors of the Company has fixed the close of business on February 9, 2026 (China Standard Time) as the record date for determining the holders of our ordinary shares and convertible preferred shares entitled to receive notice of and to vote at the Meeting or any adjourned or postponed meeting thereof.
As the Adjourned Meeting is a continuation of the Meeting, there will be no change to the record date.
Proxy Card
The proxy cards remain valid and applicable to the Adjourned Meeting.
Any proxy card duly completed and returned in accordance with the instructions printed thereon remains valid for the Adjourned Meeting and therefore need not be submitted again.
Save as announced above, all other information set out in the Previous Disclosure remains unchanged.
| By Order of the Board of Directors, | |
| William Wei Huang | |
| Chairman of the Board and | |
| Chief Executive Officer |
Exhibit 99.5
GDS HOLDINGS LIMITED
NOTICE OF ADJOURNED GENERAL MEETING OF HOLDERS OF THE SERIES B PREFERRED SHARES OF THE COMPANY
References are made to the notice of general meeting of holders of the Series B preferred shares of the Company, as well as the corresponding proxy statement and proxy card dated February 6, 2026 (collectively the “Previous Disclosure”) published by GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) in relation to the amendment of the Company’s Articles of Association. Unless otherwise defined, capitalized terms used in this announcement shall have the same meaning as those defined in the Previous Disclosure.
Adjournment of the General Meeting of Holders of the Series B Preferred Shares of the Company
In accordance with the Previous Disclosure, the Meeting was convened at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. at 5:30 p.m. (China Standard Time) on February 24, 2026.
In accordance with Article 64 of the Company’s Articles of Association and in order to provide more time for holders of our ordinary shares and convertible preferred shares to deliberate on the proposal stated in the Previous Disclosure, at the Meeting the chairman of the Meeting duly determined to adjourn the Meeting (the “Adjourned Meeting”) which is rescheduled to be reconvened at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. at 5:30 p.m. (China Standard Time) on March 10, 2026.
For the avoidance of doubt, the proposal and resolutions set out in the Previous Disclosure remain unchanged and will be considered and, if thought fit, passed in the Adjourned Meeting.
No Change on Record Date
With reference to the Previous Disclosure, the Board of Directors of the Company has fixed the close of business on February 9, 2026 (China Standard Time) as the record date for determining the holders of our ordinary shares and convertible preferred shares entitled to receive notice of and to vote at the Meeting or any adjourned or postponed meeting thereof.
As the Adjourned Meeting is a continuation of the Meeting, there will be no change to the record date.
Proxy Card
The proxy cards remain valid and applicable to the Adjourned Meeting.
Any proxy card duly completed and returned in accordance with the instructions printed thereon remains valid for the Adjourned Meeting and therefore need not be submitted again.
Save as announced above, all other information set out in the Previous Disclosure remains unchanged.
| By Order of the Board of Directors, | |
| William Wei Huang | |
| Chairman of the Board and | |
| Chief Executive Officer |
Exhibit 99.6
GDS HOLDINGS LIMITED
NOTICE OF ADJOURNED GENERAL MEETING OF HOLDERS OF THE CLASS B ORDINARY SHARES OF THE COMPANY
References are made to the notice of general meeting of holders of the Class B ordinary shares of the Company, as well as the corresponding proxy statement and proxy card dated January 26, 2026 (collectively the “Previous Disclosure”) published by GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) in relation to the amendment of the Company’s Articles of Association. Unless otherwise defined, capitalized terms used in this announcement shall have the same meaning as those defined in the Previous Disclosure.
Adjournment of the General Meeting of Holders of the Class B Ordinary Shares of the Company
In accordance with the Previous Disclosure, the Meeting was convened at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. at 6:00 p.m. (China Standard Time) on February 24, 2026.
In accordance with Article 64 of the Company’s Articles of Association and in order to provide more time for holders of our ordinary shares and convertible preferred shares to deliberate on the proposal stated in the Previous Disclosure, at the Meeting the chairman of the Meeting duly determined to adjourn the Meeting (the “Adjourned Meeting”) which is rescheduled to be reconvened at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. at 6:00p.m. (China Standard Time) on March 10, 2026.
For the avoidance of doubt, the proposal and resolutions set out in the Previous Disclosure remain unchanged and will be considered and, if thought fit, passed in the Adjourned Meeting.
No Change on Record Date
With reference to the Previous Disclosure, the Board of Directors of the Company has fixed the close of business on February 9, 2026 (China Standard Time) as the record date for determining the holders of our ordinary shares and convertible preferred shares entitled to receive notice of and to vote at the Meeting or any adjourned or postponed meeting thereof.
As the Adjourned Meeting is a continuation of the Meeting, there will be no change to the record date.
Proxy Card
The proxy cards remain valid and applicable to the Adjourned Meeting.
Any proxy card duly completed and returned in accordance with the instructions printed thereon remains valid for the Adjourned Meeting and therefore need not be submitted again.
Save as announced above, all other information set out in the Previous Disclosure remains unchanged.
| By Order of the Board of Directors, | |
| William Wei Huang | |
| Chairman of the Board and | |
| Chief Executive Officer |
FAQ
What did GDS (GDS) announce regarding its shareholder meetings?
When will GDS reconvene its adjourned shareholder meetings?
Has GDS changed the record date for voting on the Articles amendments?
Are previously submitted proxy cards still valid for GDS’s adjourned meetings?
Do the proposals at GDS’s adjourned meetings differ from earlier disclosures?
Which GDS shareholder groups are affected by the adjourned meetings?
Filing Exhibits & Attachments
6 documents