Zhang Kejing 4

What Happened
Zhang Kejing, Executive Vice President (sales and service) of GDS Holdings (GDS), had 17,313 American Depositary Shares (ADSs) issued upon settlement of fully vested restricted stock units (RSUs) on May 22, 2026 (recorded as an acquisition at $0). Concurrently, 5,899 ADSs were sold at $33.80 per ADS (disposed) to satisfy withholding tax obligations, generating proceeds of $199,386. The ADSs were issued after performance and time conditions were met.

Key Details

• Transaction dates: May 22, 2026 (settlement of RSUs and sale for tax withholding). Filing date: May 26, 2026 (SEC Accession 0001104659-26-065995).
• Acquisition: 17,313 ADSs @ $0.00 (RSU settlement).
• Disposition (tax withholding): 5,899 ADSs @ $33.80 = $199,386.
• Shares owned after transaction: Not specified in this Form 4.
• Footnotes of note:
  • Each ADS represents eight (8) Class A ordinary shares.
  • RSUs vested after certification of performance conditions and satisfaction of time conditions (resulted in issuance of ADSs).
  • ADSs were sold to pay withholding tax in connection with the RSU settlement.
• Transaction codes: J = other acquisition (RSU settlement), F = tax withholding (sale to cover taxes).

Context
This filing reflects a routine post-vesting settlement of RSUs and a cashless sale of a portion of the issued ADSs to cover tax withholding—common administrative transactions that do not necessarily signal insider buying or selling for investment reasons. The acquisition was via award/settlement (not an open-market purchase), and the disposition was solely to satisfy tax obligations. Retail investors should view RSU settlements and related withholding sales differently from discretionary open-market insider purchases or sales.