SCHEDULE: Blackstone Exits VNET Group Convertible Notes Position

Blackstone entities are disposing of their convertible notes in VNET Group, Inc., reducing their beneficial ownership below the 5% threshold.

Summary

• Blackstone entities, referred to as the Reporting Persons, have filed Amendment No. 4 to Schedule 13D for VNET Group, Inc., signaling their exit from a significant investment position.
• The Reporting Persons will dispose of all their 2% convertible notes due 2027, which had an aggregate principal amount of US$250.0 million.
• These convertible notes represent 147,340,909 Class A Ordinary Shares on an as-converted basis.
• The disposition follows the occurrence of a Transfer Event and a Minimum Shareholding Event, as defined in the Indenture for the Amended Notes.
• The sale transactions for these Amended Notes are expected to settle on February 19, 2026.
• After these transactions, the Reporting Persons will cease to be beneficial owners of more than five percent of VNET Group's Class A Ordinary Shares.
• The Reporting Persons will retain a direct beneficial ownership of 62,412,780 Class A Ordinary Shares, which constitutes 3.94% of the outstanding Class A Ordinary Shares.
• This filing serves as the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral-to-slightly-negative development. While it's a portfolio management decision for Blackstone, the exit of a major institutional investor can create market uncertainty and potentially signal a lack of strong conviction in VNET Group's future, even if no specific negative reasons are disclosed.

Negatives

• The exit of a significant institutional investor like Blackstone could be perceived by the market as a negative signal regarding VNET Group's future prospects or valuation.
• The disposition of a large block of convertible notes (representing 147,340,909 Class A Ordinary Shares) could potentially lead to increased selling pressure on VNET Group's shares.

Risks

• Market uncertainty and potential negative sentiment following the exit of a major investor.
• Possible downward pressure on VNET Group's share price due to the secondary sale of a substantial number of shares (on an as-converted basis).

Future Outlook

The filing indicates that the Reporting Persons will cease to be beneficial owners of more than five percent of VNET Group's Class A Ordinary Shares following the settlement of the sale transactions on February 19, 2026. This marks a complete exit from their Schedule 13D reporting obligations for VNET Group.

Industry Context

StockSavvy.ai notes that the exit of a major private equity firm like Blackstone from a significant convertible notes position in a data center and cloud computing company like VNET Group could reflect a strategic portfolio rebalancing by Blackstone or a reassessment of VNET Group's long-term growth prospects within the competitive Chinese technology sector. This move might prompt other institutional investors to re-evaluate their positions, especially given the evolving regulatory and economic landscape in China.

Corporate Governance

Related Party Transactions

• The amendments to the investment agreements and the indenture involve VNET Group, Inc. and various Blackstone entities (Vector Holdco Pte. Ltd., BTO Vector Fund FD (CYM) L.P., BTO Vector Fund ESC (CYM) L.P., Blackstone Tactical Opportunities Fund FD (Cayman) NQ L.P.), which are related parties due to Blackstone's prior significant investment in VNET Group.

Stakeholder Impact

• Shareholders: Will see a significant institutional investor reduce its stake, potentially impacting market sentiment and share price.
• Creditors (holders of convertible notes): The disposition of the notes through secondary sales means a change in the noteholders, but the terms of the notes themselves (e.g., interest rate, maturity) are governed by the amended indenture.

Next Steps

• The sale transactions for the Amended Notes are expected to settle on February 19, 2026.

Key Dates

Recommendation

The filing details a significant change in VNET Group's ownership structure with Blackstone entities exiting their convertible notes position. While this is a factual reporting of an ownership change and not an operational update, the departure of a major institutional investor can introduce uncertainty and potentially impact market sentiment. Investors should hold their positions to observe the market's reaction to this news and await further operational or strategic updates from VNET Group before making definitive investment decisions.

Keywords

VNET Group, Blackstone, Schedule 13D, Convertible Notes, Beneficial Ownership, Exit Filing, Data Center, Cloud Computing, China Technology