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SCHEDULE 13D Filed 2026-08-28 Event 2026-08-24 SEC 0001104659-26-102589 →

PJ Millennium Limited Partnership VNET Group, Inc. VNET

Stake: 11.40% Shares: 195,127,260 CUSIP: G91458102 Class: Class A Ordinary Shares, Par Value US$0.00001 Per Share

Item 4 — Purpose of Transaction

The information set forth in Items 2, 3, 5 and 6 is hereby incorporated by reference in its entirety in this Item 4. The Reporting Persons acquired the Class A Ordinary Shares reported herein for investment purposes and in connection with the transactions contemplated by the Share Purchase Agreement and the other transaction documents. Following the Seller B Shares Closing, the sale and purchase of the remaining 455,296,932 Seller A Shares remains subject to the terms and conditions of the Share Purchase Agreement. Upon consummation of the Seller A Closing, Purchaser A and Purchaser B will each acquire 227,648,466 Seller A Shares. In connection with the transactions contemplated by the Share Purchase Agreement, the Purchasers entered into an investor rights agreement (the "Investor Rights Agreement"), a voting and consortium agreement (the "Voting and Consortium Agreement") and a deed (the "Deed"), each as described in Item 6 of this statement. Among other things, subject to the terms, conditions and applicable effectiveness provisions thereof, such agreements provide for certain registration, information, pre-emptive, participation and governance rights in favor of the Purchasers, including the right to appoint one director to the board of directors of the Issuer and certain consent rights with respect to specified matters, as well as certain voting arrangements and transfer-related rights and restrictions. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management and board of directors, market conditions and other investment considerations, the Reporting Persons may from time to time take such actions with respect to their investment in the Issuer as they deem appropriate, subject to applicable law and the Transaction Documents. Such actions may include discussions with the Issuer or other shareholders, exercising rights under the Transaction Documents, acquiring additional securities of the Issuer, disposing of some or all of the securities beneficially owned by them, entering into financing or other arrangements involving securities of the Issuer, or otherwise changing their intentions with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Statement and the Transaction Documents, the Reporting Persons do not presently have any plans or proposals that relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change their plans and intentions at any time or from time to time, subject to any applicable limitations imposed by applicable law or the Transaction Documents.

Cross-References

Insider Activity (last 365d)
6 transactions
3 buys · 1 sales · 2 awards/exercises
Issuer Cluster
12 13D/G filings on this issuer
11 other filings besides this one
Filer Track Record
1 filings by this filer
0 other filings in the data moat
Short Interest · settle 2026-08-14
DTC 12.18
38,349,925 shares short · +4.1% vs prior

Institutional Consensus · 2025-12-31

Held by elite portfolio managers
1 holder · $99.39M
Point72 Asset Mgmt

Form 4 Insider Transactions · last 365d

DateInsiderRoleTypeSharesPriceValue
2026-05-15 TAI KENNETH director Award 243,768
2026-05-15 Shao Sean director Award 243,768
2026-05-15 UENO Yoshihisa director Award 731,304
2026-04-30 Chen David Lifeng director Option exercise 83,544
2026-04-30 Chen David Lifeng director Option exercise 83,544
2026-03-23 Chen David Lifeng director Sale 83,544 $1.51 $126K

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