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GDS Holdings (GDS) CFO reports 161,492 ADS RSU settlement and over 1.18M ADS holdings

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

Rhea-AI Filing Summary

GDS Holdings Ltd chief financial officer Daniel Antony Newman reported compensation-related share activity, not open-market trading. The filing shows an entry coded as an “other acquisition or disposition” involving 161,492 American Depositary Shares (ADSs), at a stated price of $0.00 per ADS.

According to the footnotes, this reflects the acquisition of ADSs upon settlement of fully vested Restricted Stock Unit (RSU) awards after certification of performance conditions on April 23, 2026 and satisfaction of time-based conditions. After this settlement, Newman directly owned 989,384 ADSs and indirectly owned 200,000 ADSs through Ofira Capital Limited, a British Virgin Islands company of which he is the sole beneficial owner. Each ADS represents eight Class A ordinary shares.

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Insider Newman Daniel Antony
Role Chief financial officer
Type Security Shares Price Value
Other American Depositary Shares 161,492 $0.00 --
holding American Depositary Shares -- -- --
Holdings After Transaction: American Depositary Shares — 989,384 shares (Direct, null); American Depositary Shares — 200,000 shares (Indirect, By Ofira Capital Limited)
Footnotes (1)
  1. Each American Depositary Share ("ADS") represents eight (8) Class A ordinary shares. Reflects the acquisition of ADSs upon settlement of fully vested Restricted Stock Unit ("RSU") awards after certification of performance conditions on April 23, 2026 and satisfaction of time conditions. Ofira Capital Limited is a limited liability company established in the British Virgin Islands, of which Mr. Newman is the sole beneficial owner.
RSU settlement ADSs 161,492 ADSs Other acquisition or disposition on April 30, 2026 via RSU settlement
Direct ADS holdings after transaction 989,384 ADSs Total American Depositary Shares held directly after April 30, 2026 transaction
Indirect ADS holdings 200,000 ADSs Held indirectly by Ofira Capital Limited as of April 30, 2026
ADS to ordinary share ratio 8 Class A shares per ADS Each American Depositary Share represents eight Class A ordinary shares
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.
Other acquisition or disposition financial
"transaction_code_description": "Other acquisition or disposition""
indirect ownership financial
"ownership_type": "indirect", "ownership_code": "I""
beneficial owner financial
"Ofira Capital Limited is ... of which Mr. Newman is the sole beneficial owner."
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
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*
Newman Daniel Antony

(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)
Chief financial officer
2a. Foreign Trading Symbol
[9,698]
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026
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)04/30/2026J(2)161,492A$0989,384(2)D
American Depositary Shares(1)200,000IBy Ofira Capital Limited(3)
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 Restricted Stock Unit ("RSU") awards after certification of performance conditions on April 23, 2026 and satisfaction of time conditions.
3. Ofira Capital Limited is a limited liability company established in the British Virgin Islands, of which Mr. Newman is the sole beneficial owner.
/s/ Daniel Antony Newman05/04/2026
** 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)

FAQ

What insider activity did GDS (GDS) disclose for CFO Daniel Newman?

GDS disclosed that CFO Daniel Newman reported an “other acquisition or disposition” involving 161,492 American Depositary Shares (ADSs). The shares were received at a stated price of $0.00 per ADS, reflecting settlement of previously granted Restricted Stock Unit awards after conditions were satisfied.

How many GDS (GDS) ADSs does CFO Daniel Newman hold after this Form 4?

After the reported transactions, CFO Daniel Newman held 989,384 ADSs directly. The filing also shows an additional 200,000 ADSs held indirectly through Ofira Capital Limited, bringing his total reported direct and indirect ADS holdings to more than 1.18 million.

What is the nature of the 161,492 ADS transaction reported by GDS (GDS)?

The 161,492 ADS transaction is coded as a “J” event, described as an other acquisition or disposition. Footnotes explain it reflects settlement of fully vested RSU awards after performance conditions were certified on April 23, 2026 and time-based conditions were met, rather than a market purchase.

How are GDS (GDS) American Depositary Shares structured in this filing?

Each GDS American Depositary Share (ADS) in the filing represents eight Class A ordinary shares. This means the reported holdings and RSU settlements in ADS form correspond to eight times as many underlying Class A ordinary shares, as explicitly stated in the footnotes.

What indirect holdings does CFO Daniel Newman report in GDS (GDS)?

The filing lists 200,000 ADSs held indirectly with ownership type marked as “I” and nature of ownership “By Ofira Capital Limited.” A footnote states Ofira Capital Limited is a British Virgin Islands company of which Mr. Newman is the sole beneficial owner.