GDS EVP gains 17,313 ADSs, sells 5,899 for taxes

GDS Holdings EVP of sales and service Zhang Kejing reported compensation-related ADS movements tied to vested Restricted Stock Units.

Rhea-AI Filing Summary

GDS Holdings EVP of sales and service Zhang Kejing reported compensation-related ADS movements tied to vested Restricted Stock Units. On May 22, 2026, 17,313 American Depositary Shares were acquired at no cost upon RSU settlement, while 5,899 ADSs were withheld at $33.80 per ADS to cover tax liabilities. After these transactions, Zhang directly held 39,592 ADSs, reflecting routine equity award vesting rather than open-market trading.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zhang Kejing

Role EVP, sales and service

Type	Security	Shares	Price	Value
Other	American Depositary Shares	17,313	$0.00	$0.00
Exercise Price or Tax Liability	American Depositary Shares	5,899	$33.80	$199K

Holdings After Transaction: American Depositary Shares — 39,592 shares (Direct)

Footnotes (3)

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 Restricted Stock Unit ("RSU") awards after certification of performance conditions became effective on May 22, 2026 and satisfaction of time conditions.
3. F3. Reflects ADSs sold to pay withholding tax liability in connection with the vesting and settlement of the RSUs and acquisition of the ADSs described herein.

Key Figures

Tax-withholding ADSs: 5,899 ADSs at $33.80 RSU settlement ADSs: 17,313 ADSs Holdings after tax-withholding entry: 39,592 ADSs +2 more

5 metrics

Tax-withholding ADSs 5,899 ADSs at $33.80 Shares delivered to cover withholding tax on RSU vesting

RSU settlement ADSs 17,313 ADSs Acquired upon settlement of fully vested RSU awards on May 22, 2026

Holdings after tax-withholding entry 39,592 ADSs Directly owned after F-code tax-withholding disposition

Final ADS holdings 45,491 ADSs Directly owned after J-code RSU-related transaction

ADS to ordinary share ratio 1 ADS = 8 Class A ordinary shares Structure of GDS Holdings’ American Depositary Shares

Key Terms

American Depositary Shares, Restricted Stock Unit, withholding tax liability, other acquisition or disposition

4 terms

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.

withholding tax liability financial

"Reflects ADSs sold to pay withholding tax liability in connection with the vesting and settlement of the RSUs"

other acquisition or disposition financial

"transaction_code_description": "Other acquisition or disposition""

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 07:18 AM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Zhang Kejing

(Last) (First) (Middle)

C/O F4/F5, BUILDING C, SUNLAND INTL

NO. 999 ZHOUHAI ROAD, PUDONG

(Street)

SHANGHAI 200137

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, sales and service

2a. Foreign Trading Symbol
[[9698]]

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
American Depositary Shares(1)	05/22/2026		J(2)		17,313	A	$0	45,491(2)	D
American Depositary Shares(1)	05/22/2026		F(3)		5,899	D	$33.8	39,592(2)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 became effective on May 22, 2026 and satisfaction of time conditions.

3. Reflects ADSs sold to pay withholding tax liability in connection with the vesting and settlement of the RSUs and acquisition of the ADSs described herein.

	/s/ Kejing Zhang	05/26/2026
	** Signature of Reporting Person	Date
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)