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GDS (GDS) executive Liang Yan granted 20,775 ADSs in equity award settlement

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

Rhea-AI Filing Summary

GDS Holdings Ltd executive Liang Yan reported a compensation-related share transaction involving American Depositary Shares (ADSs). On April 30, 2026, Yan received 20,775 ADSs at a stated price of $0.00 per ADS through settlement of fully vested Restricted Stock Units and option awards.

Following this transaction, Yan directly holds 79,658 ADSs and 376,024 Class A ordinary shares. Each ADS represents eight Class A ordinary shares, so the ADS position reflects indirect exposure to a larger number of underlying ordinary shares.

Positive

  • None.

Negative

  • None.
Insider Liang Yan
Role See Remarks
Type Security Shares Price Value
Other American Depositary Shares 20,775 $0.00 --
holding Class A ordinary shares -- -- --
Holdings After Transaction: American Depositary Shares — 79,658 shares (Direct, null); Class A ordinary shares — 376,024 shares (Direct, null)
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 (i) Restricted Stock Unit ("RSU") awards after certification of performance conditions on April 23, 2026 and satisfaction of time conditions, and (ii) Option awards.
ADSs acquired 20,775 ADSs Other acquisition or disposition on April 30, 2026
Price per ADS $0.00 per ADS Settlement of fully vested RSUs and options
ADS holdings after transaction 79,658 ADSs Direct holdings following April 30, 2026 transaction
Class A ordinary share holdings 376,024 shares Direct Class A ordinary shares reported as of April 30, 2026
ADS to ordinary share ratio 1 ADS = 8 Class A shares Structure of GDS American Depositary 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 ("RSU") financial
"Reflects the acquisition of ADSs upon settlement of fully vested (i) Restricted Stock Unit ("RSU") awards"
Option awards financial
"after certification of performance conditions on April 23, 2026 and satisfaction of time conditions, and (ii) Option awards."
other acquisition or disposition financial
"transaction_code_description": "Other acquisition or disposition""
Class A ordinary shares financial
"Each American Depositary Share ("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.
Form 4 Insider Transactions: What Each Field Means →
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)
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)20,775A$079,658(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 April 23, 2026 and satisfaction of time conditions, and (ii) Option awards.
Remarks:
Executive vice president, data center operation and delivery
/s/ Yan Liang05/04/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Liang Yan report at GDS (GDS)?

Liang Yan reported receiving 20,775 American Depositary Shares (ADSs). The ADSs were acquired at a stated price of $0.00 per ADS through settlement of fully vested Restricted Stock Units and option awards, indicating a compensation-related, non-market transaction rather than an open-market purchase or sale.

How many GDS ADSs does Liang Yan hold after this Form 4 filing?

After the transaction, Liang Yan holds 79,658 ADSs of GDS. This post-transaction balance reflects the addition of 20,775 ADSs received upon settlement of equity awards, providing a clear view of the executive’s direct ADS holdings following the April 30, 2026 compensation event.

What is the relationship between GDS ADSs and Class A ordinary shares?

Each GDS American Depositary Share represents eight Class A ordinary shares. This means Liang Yan’s ADS holdings provide indirect exposure to a significantly larger number of underlying ordinary shares, as disclosed in the filing’s footnotes describing the ADS-to-ordinary-share ratio.

Were Liang Yan’s GDS ADS transactions open-market buys or sells?

No, the Form 4 describes a compensation-related equity settlement. The 20,775 ADSs were received at $0.00 per ADS upon settlement of fully vested Restricted Stock Units and option awards, categorized as an “other acquisition or disposition” rather than an open-market purchase or sale.

How many GDS Class A ordinary shares does Liang Yan hold directly?

Liang Yan directly holds 376,024 Class A ordinary shares of GDS. This position is reported separately from the ADS holdings and provides additional context on the total equity exposure held directly in ordinary share form after the reported transaction.

What does the Form 4 transaction code J indicate for GDS insider Liang Yan?

Transaction code J indicates an “other acquisition or disposition.” In this case, it reflects ADSs received upon settlement of fully vested Restricted Stock Units and option awards, showing an internal equity award event rather than a standard open-market trade in GDS securities.