VNET Group, Inc.

=== SEC Schedule 13D — Beneficial Ownership === Issuer: VNET Group, Inc. Issuer CIK: 0001508475 Class: Class A Ordinary Shares, Par Value US$0.00001 Per Share CUSIP: G91458102 Event Date: 2026-08-24 --- Reporting Persons --- - PJ Millennium Limited Partnership (0002150447) 195127260.00 sh 11.4% PN - PJ Millennium I Limited (no CIK) 97563630.00 sh 5.7% CO - PJ Millennium II Limited (no CIK) 97563630.00 sh 5.7% CO - Lochpine BG I GP Limited (no CIK) 195127260.00 sh 11.4% CO - Lochpine Capital Limited (no CIK) 195127260.00 sh 11.4% CO --- Item 3 Source of Funds --- The information set forth in Items 4 and 6 of this Statement is hereby incorporated by reference in its entirety in this Item 3. On May 13, 2026, Success Flow International Investment Limited ("Seller A") and Choice Faith Group Holdings Limited ("Seller B" and, together with Seller A, the "Sellers") entered into a Share Purchase Agreement (the "Share Purchase Agreement") with PJ Millennium I Limited ("Purchaser A") and PJ Millennium II Limited ("Purchaser B" and, together with Purchaser A, the "Purchasers"), pursuant to which the Sellers agreed to sell, and the Purchasers agreed to acquire, an aggregate of 650,424,192 Class A Ordinary Shares (the "Sale Shares") at an aggregate consideration of US$942,182,804, or US$1.4486 per Class A Ordinary Share, subject to the terms and conditions of the Share Purchase Agreement. Of the Sale Shares, 455,296,932 Class A Ordinary Shares are held by Seller A (the "Seller A Shares") and 195,127,260 Class A Ordinary Shares are held by Seller B (the "Seller B Shares"). The Share Purchase Agreement permits the Purchasers, by delivery of a written request notice and subject to the terms and conditions thereof, to require a separate early closing with respect to all of the Seller B Shares. On August 10, 2026, the Purchasers delivered such request notice to the Sellers. On August 24, 2026, the sale and purchase of all of the Seller B Shares was consummated (the "Seller B Shares Closing"), pursuant to which Seller B sold, and Purchaser A and Purchaser B each acquired, 97,563,630 Class A Ordinary Shares. The aggregate consideration allocated to the Seller B Shares Closing under the Share Purchase Agreement was US$282,654,841. Pursuant to the Share Purchase Agreement, US$84,796,452 of the deposit previously paid by the Purchasers was treated as part of the consideration payable at the Seller B Shares Closing, and the balance of US$197,858,389 was payable to Seller B at the Seller B Shares Closing. Following the Seller B Shares Closing, the Seller A Shares remain subject to purchase by the Purchasers under the Share Purchase Agreement, with 227,648,466 Seller A Shares to be acquired by each Purchaser at the subsequent closing, subject to the terms and conditions thereof. The funds used by each Purchaser to acquire the Seller B Shares were provided by PJ Millennium Limited Partnership primarily through capital contributions by its limited partners. --- 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.