Stock Markets February 18, 2026

VNET Shares Slide After Blackstone-Linked Notices Trigger Convertible Note Events

Transfer Event and Minimum Shareholding Event tied to amended 2% convertible notes due 2027 coincide with termination of governance rights and a $20.125 million accumulated interest figure

By Priya Menon VNET
VNET Shares Slide After Blackstone-Linked Notices Trigger Convertible Note Events
VNET

VNET Group Inc. saw its stock fall sharply in after-hours trading after the company disclosed that investment vehicles managed by Blackstone Tactical Opportunities had notified it of a Transfer Event and a Minimum Shareholding Event under the indenture for its amended 2% Convertible Notes due 2027. The notices, also sent to the trustee Citibank, N.A., followed an amendment and restatement of terms to the company's $250 million convertible notes earlier in February 2026.

Key Points

  • VNET stock fell 12.7% in after-hours trading following disclosures of a Transfer Event and a Minimum Shareholding Event tied to its 2% Convertible Notes due 2027.
  • Blackstone Tactical Opportunities-managed investment vehicles notified VNET and trustee Citibank, N.A. of the events on February 17, 2026; VNET confirmed the Accumulated Interest Amount at $20,125,000.00.
  • Termination of governance rights granted under the 2022 Convertible Notes Investment Agreement and the 2020 Preferred Shares Investment Agreement - both amended on February 13, 2026 - coincided with the notices.

VNET Group Inc. experienced a pronounced after-hours share price decline following corporate filings that described two formal actions associated with its 2% Convertible Notes due 2027. Shares fell 12.7% in after-hours trading on Wednesday after the company disclosed a Transfer Event and a Minimum Shareholding Event tied to the amended indenture for those notes.

According to the company statement, on February 17, 2026, certain investment vehicles managed by Blackstone Tactical Opportunities provided notice to VNET of both events. The same notices were forwarded to Citibank, N.A., in its role as trustee, and were received by the trustee on February 17, 2026 as well.

VNET confirmed a specific monetary figure connected to the Transfer Event: the Accumulated Interest Amount on the Transfer Event Effective Date equals $20,125,000.00. The company had earlier amended and restated certain terms of its $250 million convertible notes on February 13, 2026, an action referenced in the recent disclosure.

As a consequence of the Minimum Shareholding Event, VNET stated that corporate governance rights which had been granted to Blackstone investors under separate investment agreements have been terminated. Those terminated rights include those set out in the 2022 Convertible Notes Investment Agreement and the 2020 Preferred Shares Investment Agreement, each of which was amended on February 13, 2026.

The company did not provide additional commentary beyond the formal notifications and the confirmation of the accumulated interest amount. Market reaction was swift in after-hours trading, with the reported decline in the stock price reflecting investor concern following the notices and the governance-rights termination.


Context within the filing is limited to the facts of the notices, the trustee notification, the accumulated interest tally, and the prior amendment and restatement of the convertible notes. The disclosure does not add further detail on next procedural steps under the indenture, nor does it offer management commentary beyond the confirmations noted above.

Readers should note that the events described are specific to the amended 2% Convertible Notes due 2027 and to the actions taken by Blackstone-managed investment vehicles and the trustee on February 17, 2026, as well as the earlier amendments on February 13, 2026.

Risks

  • Share-price volatility - the after-hours 12.7% decline indicates heightened market sensitivity to the disclosed Transfer Event and Minimum Shareholding Event.
  • Investor governance uncertainty - termination of previously granted corporate governance rights to Blackstone investors may increase uncertainty among equity holders about future shareholder oversight.
  • Limited disclosure on next steps - the filing provides factual confirmation of notices and accrued interest but does not detail procedural outcomes under the indenture, leaving timing and resolution uncertain.

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