GDS Holdings Limited reports that GIC-affiliated entities beneficially own 198,206,476 Class A ordinary shares, representing 11.28% of the class based on May 31, 2025 share calculations. The stated total base is 1,756,589,751 Ordinary Shares, which incorporates 51,200,000 post-conversion shares from the 2029 Senior Notes and 97,959,184 post-conversion shares from the 2030 Senior Notes.
The filing breaks ownership among GIC Private Limited, GIC Special Investments Private Limited and Ceningan Investment Pte. Ltd., and details sole and shared voting and dispositive powers for the reported holdings. Signatures for the filing are dated 02/17/2026.
Positive
None.
Negative
None.
Insights
GIC entities report an 198,206,476 share position equal to 11.28% on a converted-share basis.
The filing documents beneficial ownership held directly and through conversion rights tied to the Issuer's convertible senior notes: 51,200,000 shares from the 2029 Senior Notes and 97,959,184 shares from the 2030 Senior Notes. Ownership is allocated across three reporting entities with both sole and shared voting and dispositive powers.
Implications depend on holder actions; the excerpt shows allocation of voting/dispositive power but does not state intended transactions or timing. Subsequent periodic filings may disclose changes in position or conversions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
GDS Holdings Limited
(Name of Issuer)
Class A ordinary shares, par value $0.00005 per share
(Title of Class of Securities)
36165L108
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
36165L108
1
Names of Reporting Persons
GIC Private Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
47,896,992.00
6
Shared Voting Power
150,309,484.00
7
Sole Dispositive Power
47,896,992.00
8
Shared Dispositive Power
150,309,484.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
198,206,476.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.28 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: (1) These 47,896,992 Class A ordinary shares of GDS (the "Issuer") are represented by (i) 5,467,924 American Depositary Shares ("ADSs"), each ADS representing eight (8) Ordinary Shares; and (ii) 4,153,600 Ordinary Shares.
(2) These 150,309,484 Ordinary Shares of the Issuer are represented by (i) 51,200,000 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) 97,959,184 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 (ii) 1,150,300 Ordinary Shares.
(3) Based on 1,756,589,751 Ordinary Shares, which includes (i) 1,607,430,567 shares outstanding as of May 31, 2025, according to the Form 6-K filed by the Issuer with the SEC on June 4, 2025; (ii) 51,200,000 Ordinary Shares of post conversion 2029 Senior Notes; and (iii) 97,959,184 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
CUSIP No.
36165L108
1
Names of Reporting Persons
GIC Special Investments Private Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
125,159,184.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
125,159,184.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
125,159,184.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.22 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: (1) These 125,159,184 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) 97,959,184 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 1,732,589,751 Ordinary Shares, which includes (i) 1,607,430,567 shares outstanding as of May 31, 2025, according to the Form 6-K filed by the Issuer with the SEC on June 4, 2025; (ii) 27,200,000 Ordinary Shares of post conversion 2029 Senior Notes; and (iii) 97,959,184 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
CUSIP No.
36165L108
1
Names of Reporting Persons
Ceningan Investment Pte. Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
125,159,184.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
125,159,184.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
125,159,184.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.22 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: (1) These 125,159,184 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) 97,959,184 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 1,732,589,751 Ordinary Shares, which includes (i) 1,607,430,567 shares outstanding as of May 31, 2025, according to the Form 6-K filed by the Issuer with the SEC on June 4, 2025; (ii) 27,200,000 Ordinary Shares of post conversion 2029 Senior Notes; and (iii) 97,959,184 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
Item 1.
(a)
Name of issuer:
GDS Holdings Limited
(b)
Address of issuer's principal executive offices:
F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People's Republic of China
Address or principal business office or, if none, residence:
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
(c)
Citizenship:
GIC Private Limited - Republic of Singapore
GIC Special Investments Private Limited - Republic of Singapore
Ceningan Investment Pte. Ltd. - Republic of Singapore
(d)
Title of class of securities:
Class A ordinary shares, par value $0.00005 per share
(e)
CUSIP No.:
36165L108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
198,206,476 - Ceningan Investment Pte. Ltd. ("Ceningan") shares the power to vote and the power to dispose of 125,159,184 Ordinary Shares that Ceningan has the right to acquire upon conversion of (i) US$170,000,000 principal amount 2029 Senior Notes; and (ii) US$300,000,000 principal amount 2030 Senior Notes held directly by it with GIC Special Investments Private Limited ("GIC SI") and GIC PL. GIC SI is wholly owned by GIC PL and is the private equity investment arm of GIC PL.
GIC PL is a fund manager and only has two clients - the Government of Singapore ("GoS") and the Monetary Authority of Singapore ("MAS"). Under the investment management agreement with GoS, GIC PL has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC PL has the sole power to vote and power to dispose of the 5,467,924 American depositary shares, and 4,153,600 Ordinary Shares, beneficially owned by it. GIC PL shares power to vote and dispose of 1,150,300 Ordinary Shares beneficially owned by it with MAS.
GIC PL is wholly owned by the GoS and was set up with the sole purpose of managing Singapore's foreign reserves. The GoS disclaims beneficial ownership of these shares.
(b)
Percent of class:
11.28% - Based on 1,756,589,751 Ordinary Shares, which includes (i) 1,607,430,567 shares outstanding as of May 31, 2025, according to the Form 6-K filed by the Issuer with the SEC on June 4, 2025; (ii) 51,200,000 Ordinary Shares of post conversion 2029 Senior Notes; and (iii) 97,959,184 Ordinary Shares of post conversion 2030 Senior Notes.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
47,896,992
(ii) Shared power to vote or to direct the vote:
150,309,484
(iii) Sole power to dispose or to direct the disposition of:
47,896,992
(iv) Shared power to dispose or to direct the disposition of:
150,309,484
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
GIC-affiliated entities report beneficial ownership of 198,206,476 Class A ordinary shares, equal to 11.28% of the class based on the filing's conversion assumptions as of May 31, 2025.
How is the 198,206,476 share figure derived in the filing?
The figure aggregates direct holdings and conversion rights, including 51,200,000 shares from the 2029 Senior Notes and 97,959,184 shares from the 2030 Senior Notes, per the filing's stated share base.
Which GIC entities are named as holders in the Schedule 13G/A?
The filing names GIC Private Limited, GIC Special Investments Private Limited, and Ceningan Investment Pte. Ltd. as reporting persons, with respective allocations of sole and shared voting and dispositive power.
What vote/disposition powers does GIC claim over these shares?
The filing discloses 47,896,992 shares with sole voting and dispositive power and 150,309,484 shares with shared voting and dispositive power for the aggregated position attributed to GIC entities.
Does the filing state any planned sales or conversions by GIC?
No planned sales or specific transaction intentions are stated; the filing documents current beneficial ownership and conversion rights but does not disclose timing or definitive conversion actions.
