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GDS Holdings (GDS): GIC-linked entities disclose 7.55% beneficial stake via shares and notes

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Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

GDS Holdings Limited received an updated Schedule 13G/A reporting that entities related to GIC Private Limited of Singapore collectively have beneficial ownership of 126,534,424 Ordinary Shares, representing 7.55% of GDS’s Ordinary Shares based on 1,675,642,815 Ordinary Shares, including shares issuable upon conversion of certain notes. GIC Private Limited has sole voting and dispositive power over 9,175,076 Ordinary Shares (including American Depositary Shares and Ordinary Shares) and shared voting and dispositive power over 117,359,348 Ordinary Shares tied largely to convertible senior notes. GIC Special Investments Private Limited and Ceningan Investment Pte. Ltd. each report shared voting and dispositive power over 100,212,248 Ordinary Shares, or 6.04% of the class, through rights to acquire shares upon conversion of GDS’s 0.25% Convertible Senior Notes due 2029 and 4.5% Convertible Senior Notes due 2030.

Positive

  • None.

Negative

  • None.
Beneficially owned shares (GIC group) 126,534,424 Ordinary Shares Beneficial ownership reported by GIC-related entities
Ownership percentage (GIC group) 7.55% Percentage of GDS Ordinary Shares on 1,675,642,815-share base
GDS Ordinary Shares outstanding on converted basis 1,675,642,815 Ordinary Shares Includes outstanding shares plus post-conversion 2029 and 2030 notes
Beneficially owned shares (GIC SI and Ceningan each) 100,212,248 Ordinary Shares Shares each may acquire upon conversion of 2029 and 2030 notes
Ownership percentage (GIC SI and Ceningan each) 6.04% Percentage of GDS Ordinary Shares based on 1,659,642,815-share base
Principal amount 2029 Senior Notes (Ceningan) US$170,000,000 0.25% Convertible Senior Notes due 2029 held directly by Ceningan
Principal amount 2030 Senior Notes (Ceningan) US$223,600,000 4.5% Convertible Senior Notes due 2030 held directly by Ceningan
ADS representing Ordinary Shares 641,522 ADSs; 8 Ordinary Shares per ADS Component of GIC Private Limited’s sole beneficial ownership
beneficially owned financial
"Amount beneficially owned: 126,534,424 Ceningan Investment Pte. Ltd. ("Ceningan") shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Convertible Senior Notes financial
"has the right to acquire upon conversion of the Issuer's 0.25% Convertible Senior Notes due 2029"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
American Depositary Shares financial
"represented by (i) 641,522 American Depositary Shares ("ADSs"), each ADS representing eight (8) 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.
sole dispositive power financial
"5 | Sole Voting Power 9,175,076.00 6 | Shared Voting Power 117,359,348.00 7 | Sole Dispositive Power 9,175,076.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
shared voting power financial
"6 | Shared Voting Power 117,359,348.00 7 | Sole Dispositive Power 9,175,076.00 8 | Shared Dispositive Power 117,359,348.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Monetary Authority of Singapore financial
"GIC PL shares power to vote and dispose of 1,147,100 Ordinary Shares beneficially owned by it with MAS"
The Monetary Authority of Singapore is the main organization responsible for overseeing the country's money supply, banking system, and financial stability. It acts like a central bank, setting rules to keep the financial system safe and healthy. For investors, it matters because its policies influence interest rates, inflation, and the overall economic environment, impacting investment opportunities and risks.

FAQ

What percentage of GDS (GDS) does GIC Private Limited report owning in this Schedule 13G/A?
GIC-related entities report beneficial ownership of 7.55% of GDS’s Ordinary Shares, representing 126,534,424 shares. This percentage is calculated on a base of 1,675,642,815 Ordinary Shares, including shares issuable upon conversion of specified convertible senior notes.

How many GDS shares does GIC Private Limited have sole and shared voting power over?
GIC Private Limited has sole voting power over 9,175,076 Ordinary Shares and shared voting power over 117,359,348 Ordinary Shares. The shared portion primarily reflects shares it may acquire upon conversion of GDS’s 2029 and 2030 Convertible Senior Notes.

What GDS holdings are reported by GIC Special Investments and Ceningan Investment for ticker GDS?
GIC Special Investments Private Limited and Ceningan Investment Pte. Ltd. each report shared voting and dispositive power over 100,212,248 Ordinary Shares of GDS. For each, this represents 6.04% of the class, based on 1,659,642,815 Ordinary Shares outstanding on a converted basis.

How are GDS convertible senior notes linked to GIC’s reported ownership in this filing?
The filing ties GIC’s beneficial ownership to rights to acquire GDS shares from 0.25% Convertible Senior Notes due 2029 and 4.5% Convertible Senior Notes due 2030. Converting these notes would yield tens of millions of GDS Ordinary Shares for GIC-related entities.

What American Depositary Shares (ADSs) of GDS are included in GIC Private Limited’s position?
GIC Private Limited’s 9,175,076 Ordinary Shares include 641,522 American Depositary Shares and 4,042,900 Ordinary Shares. Each ADS represents 8 Ordinary Shares and is associated with CUSIP 36165L108, quoted on the Nasdaq Global Market under the symbol GDS.

On what share count base is GIC’s 7.55% ownership in GDS calculated?
The 7.55% figure is calculated using 1,675,642,815 GDS Ordinary Shares. This includes 1,599,430,567 shares outstanding as of May 31, 2026, plus 43,200,000 shares from post-conversion 2029 notes and 73,012,248 shares from post-conversion 2030 notes.

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36165L108
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)


schemaVersion:


SCHEDULE 13G




Comment for Type of Reporting Person: (1) These 9,175,076 Class A ordinary shares of GDS (the "Issuer") are represented by (i) 641,522 American Depositary Shares ("ADSs"), each ADS representing eight (8) Ordinary Shares; and (ii) 4,042,900 Ordinary Shares. (2) These 117,359,348 Ordinary Shares of the Issuer are represented by (i) 43,200,000 Ordinary Shares that the Reporting Person has the right to acquire upon conversion of the Issuer's 0.25% Convertible Senior Notes due 2029 ("2029 Senior Notes"); (ii) 73,012,248 Ordinary Shares that the Reporting Person has the right to acquire upon conversion of the Issuer's 4.5% Convertible Senior Notes due 2030 ("2030 Senior Notes") and (iii) 1,147,100 Ordinary Shares. (3) Based on 1,675,642,815 Ordinary Shares, which includes (i) 1,599,430,567 shares outstanding as of May 31, 2026, according to the Form 6-K filed by the Issuer with the SEC on June 2, 2026; (ii) 43,200,000 Ordinary Shares of post conversion 2029 Senior Notes; and (iii) 73,012,248 Ordinary Shares of post conversion 2030 Senior Notes. There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 36165L108 has been assigned to the ADSs of the Issuer, each ADS representing eight (8) Ordinary Shares, which are quoted on the Nasdaq Global Market under the symbol "GDS".


SCHEDULE 13G




Comment for Type of Reporting Person: (1) These 100,212,248 Ordinary Shares of the Issuer are represented by (i) 27,200,000 Ordinary Shares that the Reporting Person has the right to acquire upon conversion of the Issuer's 0.25% Convertible Senior Notes due 2029 ("2029 Senior Notes"); and (ii) 73,012,248 Ordinary Shares that the Reporting Person has the right to acquire upon conversion of the Issuer's 4.5% Convertible Senior Notes due 2030 ("2030 Senior Notes"). (2) Based on 1,659,642,815 Ordinary Shares, which includes (i) 1,599,430,567 shares outstanding as of May 31, 2026, according to the Form 6-K filed by the Issuer with the SEC on June 2, 2026; (ii) 27,200,000 Ordinary Shares of post conversion 2029 Senior Notes; and (iii) 73,012,248 Ordinary Shares of post conversion 2030 Senior Notes. There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 36165L108 has been assigned to the ADSs of the Issuer, each ADS representing eight (8) Ordinary Shares, which are quoted on the Nasdaq Global Market under the symbol "GDS".


SCHEDULE 13G




Comment for Type of Reporting Person: (1) These 100,212,248 Ordinary Shares of the Issuer are represented by (i) 27,200,000 Ordinary Shares that the Reporting Person has the right to acquire upon conversion of the Issuer's 0.25% Convertible Senior Notes due 2029 ("2029 Senior Notes"); and (ii) 73,012,248 Ordinary Shares that the Reporting Person has the right to acquire upon conversion of the Issuer's 4.5% Convertible Senior Notes due 2030 ("2030 Senior Notes"). (2) Based on 1,659,642,815 Ordinary Shares, which includes (i) 1,599,430,567 shares outstanding as of May 31, 2026, according to the Form 6-K filed by the Issuer with the SEC on June 2, 2026; (ii) 27,200,000 Ordinary Shares of post conversion 2029 Senior Notes; and (iii) 73,012,248 Ordinary Shares of post conversion 2030 Senior Notes. There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 36165L108 has been assigned to the ADSs of the Issuer, each ADS representing eight (8) Ordinary Shares, which are quoted on the Nasdaq Global Market under the symbol "GDS".


SCHEDULE 13G



GIC Private Limited
Signature:/s/ Wong Hui Ping
Name/Title:Wong Hui Ping, Senior Vice President
Date:08/13/2026
Signature:/s/ Toh Tze Meng
Name/Title:Toh Tze Meng, Senior Vice President
Date:08/13/2026
GIC Special Investments Private Limited
Signature:/s/ Sensen Lin
Name/Title:Sensen Lin, Authorized Signatory for GIC SI
Date:08/13/2026
Ceningan Investment Pte. Ltd.
Signature:/s/ Nicole Goh Phaik Khim
Name/Title:Nicole Goh Phaik Khim, Director
Date:08/13/2026

Source: View Original Filing on SEC EDGAR