VNET outlines note events and ends some governance rights

VNET Group, Inc. reports that holders of its previously issued 2% convertible notes due 2027, in aggregate principal amount of US$250.0 million, have notified the company of a Transfer Event and a Minimum Shareholding Event under the amended indenture.

Rhea-AI Filing Summary

VNET Group, Inc. reports that holders of its previously issued 2% convertible notes due 2027, in aggregate principal amount of US$250.0 million, have notified the company of a Transfer Event and a Minimum Shareholding Event under the amended indenture.

As of the Transfer Event Effective Date of February 17, 2026, the Accumulated Interest Amount on these amended notes is US$20,125,000.00. With the Minimum Shareholding Event, certain corporate governance rights previously granted to Blackstone-affiliated investors under a 2022 convertible notes investment agreement and a 2020 preferred shares investment agreement, as amended on February 13, 2026, have been terminated.

Insights

Debt & governance structure analyst

Convertible note events shift VNET’s governance rights with key investors.

The notice of a Transfer Event and Minimum Shareholding Event on VNET’s 2% convertible notes due 2027 formalizes a change in the status of these instruments and related agreements. The amended notes total a principal amount of US$250.0 million, with an Accumulated Interest Amount of US$20,125,000.00 on the effective date.

A key consequence is the termination of certain corporate governance rights held by Blackstone-affiliated investors under both the 2022 convertible notes investment agreement and the 2020 preferred shares investment agreement, as amended on February 13, 2026. This alters how these investors can influence corporate decisions, though the economic terms of the notes in this excerpt remain unchanged.

The long-term impact depends on how the loss of these governance rights affects interactions between VNET and these investors and how remaining debt and equity arrangements evolve. Subsequent company filings may provide more detail on any strategic or capital-structure implications tied to these events.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did VNET Group, Inc. disclose in its February 2026 Form 6-K?

VNET Group, Inc. disclosed that investors in its 2% convertible notes due 2027 reported a Transfer Event and a Minimum Shareholding Event, triggering changes under the amended indenture and terminating certain prior governance rights held by Blackstone-affiliated investors.

How large is VNET Group, Inc.’s 2% convertible notes due 2027 issuance?

VNET’s 2% convertible notes due 2027 have an aggregate principal amount of US$250.0 million. These notes were amended and restated under an indenture dated February 13, 2026, between the company as issuer and Citibank, N.A. acting as trustee for the noteholders.

What is the Accumulated Interest Amount on VNET’s amended notes as of the Transfer Event Effective Date?

As of the Transfer Event Effective Date of February 17, 2026, the Accumulated Interest Amount on VNET’s amended 2% convertible notes due 2027 is US$20,125,000.00. This figure is defined in the indenture governing the notes and clarified in the company’s disclosure.

Which governance rights were terminated for Blackstone-affiliated investors in VNET?

Certain corporate governance rights granted to Blackstone Tactical Opportunities–managed funds were terminated. These included rights under a 2022 convertible notes investment agreement and under a 2020 preferred shares investment agreement, each as amended on February 13, 2026, between the parties.

Who is the trustee for VNET Group, Inc.’s 2% convertible notes due 2027?

Citibank, N.A. serves as trustee for VNET Group, Inc.’s amended 2% convertible notes due 2027. The trustee received the investors’ Event Notice regarding the Transfer Event and Minimum Shareholding Event on February 17, 2026, which also serves as the effective date for those events.

What is the Minimum Shareholding Event mentioned in VNET’s 6-K filing?

The Minimum Shareholding Event is a defined term in VNET’s indenture for its amended 2% convertible notes due 2027. Its occurrence on February 17, 2026 led to the termination of specified corporate governance rights previously granted to certain Blackstone-affiliated investors in related investment agreements.

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Accepted by SEC EDGAR 02/17/2026 - 05:18 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of February 2026

Commission file number: 001-35126

VNET Group, Inc.

Guanjie Building, Southeast 1st Floor 10# Jiuxianqiao East Road
Chaoyang District Beijing 100016
The People’s Republic of China
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x  Form 40-F ¨

VNET Group, Inc. Announces a Transfer Event and a Minimum Shareholding Event Related to 2% Convertible Notes Due 2027

As previously disclosed in its Report on Form 6-K dated February 17, 2026 (the “Initial 6-K”), VNET Group, Inc. (“VNET” or the “Company”) entered into that certain indenture (the “Indenture”), dated as of February 13, 2026, between the Company, as issuer, and Citibank, N.A., as trustee (the “Trustee”), in order to amend and restate certain terms of the Company’s previously issued 2% convertible notes due 2027 in aggregate principal amount of US$250.0 million (the “Amended Notes”).

On February 17, 2026, certain investment vehicles of funds managed by Blackstone Tactical Opportunities (the “Investors”), acting in their capacity as holders of the Amended Notes, notified the Company of the occurrence of a Transfer Event and a Minimum Shareholding Event (each, as defined in the Indenture) in connection with the Indenture for the Amended Notes. The Investors also sent a notice to the Trustee of such Transfer Event and such Minimum Shareholding Event (the “Event Notice”) in accordance with the Indenture. The Trustee received the Event Notice on February 17, 2026 (the “Transfer Event Effective Date” and “Minimum Shareholding Event Effective Date,” as applicable). For the avoidance of doubt, the Accumulated Interest Amount (as defined in the Indenture) on the Transfer Event Effective Date shall be equal to US$20,125,000.00.

As previously disclosed in the Initial 6-K, with the occurrence of the Minimum Shareholding Event Effective Date, (i) certain corporate governance rights entitled to the Investors pursuant to a separate investment agreement (the “2022 Convertible Notes Investment Agreement”), dated as of January 28, 2022 by and among the Company and the Investors, as amended by the amendment agreement, dated as of February 13, 2026, by and among the Company and the Investors, have been terminated; and (ii) pursuant to a separate investment agreement (the “2020 Preferred Shares Investment Agreement”), dated as of June 22, 2020 by and among the Company and certain investment vehicles of funds managed by Blackstone Tactical Opportunities (the “Preferred Shares Investors”), as amended by the amendment agreement, dated as of February 13, 2026, by and among the Company and the Preferred Shares Investors, certain corporate governance rights entitled to the Preferred Shares Investors under the 2020 Preferred Shares Investment Agreement have also been terminated.

Safe Harbor Statement

This announcement contains forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “target,” “believes,” “estimates” and similar statements. Among other things, quotations from management in this announcement as well as VNET’s strategic and operational plans contain forward-looking statements. VNET may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about VNET’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: VNET’s goals and strategies; VNET’s liquidity conditions; VNET’s expansion plans; the expected growth of the data center services market; expectations regarding demand for, and market acceptance of, VNET’s services; VNET’s expectations regarding keeping and strengthening its relationships with customers; VNET’s plans to invest in research and development to enhance its solution and service offerings; and general economic and business conditions in the regions where VNET provides solutions and services. Further information regarding these and other risks is included in VNET’s reports filed with, or furnished to, the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and VNET undertakes no duty to update such information, except as required under applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VNET Group, Inc.
	By:	/s/ Sheng Chen
		Name: Sheng Chen
		Title: Executive Chairman of the Board of Directors

Date: February 17, 2026