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GDS Holdings Ltd (NASDAQ: GDS) EVP granted 11,166 ADSs from RSUs and options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Liang Yan, executive vice president of data center operation and delivery at GDS Holdings Ltd, reported acquiring 11,166 American Depositary Shares (ADSs) on August 3, 2026. Footnotes state the ADSs were received upon settlement of fully vested RSU and option awards after performance and time conditions were met. Following this transaction, Yan directly holds 90,824 ADSs and 376,024 Class A ordinary shares.

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Insider Liang Yan
Role See Remarks
Type Security Shares Price Value
Other American Depositary Shares F1, F2 11,166 $0.00 $0.00
holding Class A ordinary shares -- -- --
Holdings After Transaction: American Depositary Shares — 90,824 shares (Direct); Class A ordinary shares — 376,024 shares (Direct)
Footnotes (2)
  1. F1. Each American Depositary Share ("ADS") represents eight (8) Class A ordinary shares.
  2. F2. Reflects the acquisition of ADSs upon settlement of fully vested (i) Restricted Stock Unit ("RSU") awards after certification of performance conditions on August 3, 2026 and satisfaction of time conditions, and (ii) Option awards.
ADSs acquired 11,166 American Depositary Shares Acquired on August 3, 2026 via settlement of vested RSU and option awards
ADS holdings after transaction 90,824 American Depositary Shares Direct ADS position following the August 3, 2026 transaction
Class A ordinary share holdings 376,024 Class A ordinary shares Direct Class A share position reported as of August 3, 2026
ADS to ordinary share ratio 1 ADS = 8 Class A ordinary shares Economic relationship between ADSs and underlying Class A shares
Transaction price per ADS 0.0000 per ADS Reported per-share transaction price for the 11,166 ADSs acquired
Transaction date August 3, 2026 Date performance conditions were certified and awards settled
American Depositary Shares financial
"Each American Depositary Share ("ADS") represents eight (8) Class A ordinary shares."
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Restricted Stock Unit financial
"Reflects the acquisition of ADSs upon settlement of fully vested Restricted Stock Unit ("RSU") awards."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Option awards financial
"ADSs were acquired upon settlement of fully vested RSU awards and Option awards."
Option awards are grants that give employees or directors the right to buy company shares at a preset price for a set period, like a voucher that lets you purchase stock later at today’s price. They matter to investors because exercising those options can increase the number of shares outstanding (dilution) and because they align staff incentives with stock performance, which can affect future profitability and share price.
Class A ordinary shares financial
"Each ADS represents eight (8) Class A ordinary shares."
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
certification of performance conditions financial
"Settlement occurred after certification of performance conditions on August 3, 2026."

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did GDS (GDS) executive Liang Yan report in this Form 4 filing?
Liang Yan reported acquiring 11,166 American Depositary Shares (ADSs) of GDS Holdings Ltd on August 3, 2026. The ADSs were delivered upon settlement of fully vested RSU and option awards after performance and time-based conditions were satisfied.

How many GDS (GDS) ADSs did Liang Yan acquire and at what reported price?
Liang Yan acquired 11,166 ADSs of GDS Holdings Ltd in the reported transaction. The Form 4 lists a transaction price of 0.0000 per ADS, consistent with settlement of equity awards rather than an open-market cash purchase.

What is the relationship between GDS (GDS) ADSs and Class A ordinary shares?
Each GDS Holdings Ltd American Depositary Share (ADS) represents eight (8) Class A ordinary shares. This means ADS holdings reflect an economic interest in the underlying Class A shares, with the 1-to-8 ratio specified in the filing’s footnotes.

How many GDS (GDS) shares does Liang Yan own after the reported transaction?
After the August 3, 2026 settlement, Liang Yan directly owns 90,824 ADSs and 376,024 Class A ordinary shares of GDS Holdings Ltd. The ADS and ordinary share positions are reported separately as direct holdings in the Form 4.

Was Liang Yan’s GDS (GDS) Form 4 transaction under a Rule 10b5-1 trading plan?
The Form 4 does not characterize the transaction as made under a Rule 10b5-1 trading plan. The filing’s Rule 10b5-1 checkbox is not marked, and the footnotes describe equity award settlement rather than a pre-arranged trading plan.

How were the GDS (GDS) ADSs that Liang Yan acquired generated?
The 11,166 ADSs were issued upon settlement of fully vested Restricted Stock Unit (RSU) awards and option awards. Footnotes explain this occurred after certification of performance conditions on August 3, 2026 and satisfaction of related time-based conditions.
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Liang Yan
(Last)(First)(Middle)
C/O F4/F5, BUILDING C, SUNLAND INTL
NO. 999 ZHOUHAI ROAD, PUDONG
(Street)
SHANGHAI200137
(City)(State)(Zip)
CHINA
(Country)		2. Issuer Name and Ticker or Trading Symbol
GDS Holdings Ltd [ GDS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
[9698]
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
CodeVAmount(A) or (D)Price
American Depositary Shares(1)08/03/2026J(2)11,166A$090,824(2)D
Class A ordinary shares376,024D
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 (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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Each American Depositary Share ("ADS") represents eight (8) Class A ordinary shares.
2. Reflects the acquisition of ADSs upon settlement of fully vested (i) Restricted Stock Unit ("RSU") awards after certification of performance conditions on August 3, 2026 and satisfaction of time conditions, and (ii) Option awards.
Remarks:
Executive vice president, data center operation and delivery
/s/ Yan Liang08/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR