6-K

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATEISSUER

PURSUANT TO RULE 13a-16 OR 15d-16UNDER

THE SECURITIES EXCHANGEACT OF 1934

For the month of May 2022

Commission File Number: 001-35126

VNET Group, Inc.

Guanjie Building, Southeast1st Floor10# Jiuxianqiao East Road

Chaoyang District

Beijing 100016

The People’sRepublic of China

(Address of principalexecutive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

EXPLANATORY NOTE

Exhibit 99.1 to this Current Report on Form 6-K is hereby incorporated by reference into the Registration Statement on Form F-3 of VNET Group, Inc. (File No. 333-240044) and shall form a part thereof from the date on which this Current Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VNET Group, Inc.
By	/s/ Tim Chen
Name:	Tim Chen
Title:	Chief Financial Officer

Date: May 24, 2022

Exhibit 99.1

VNET Reports First Quarter 2022 Unaudited FinancialResults

BEIJING, May 24, 2022 /PRNewswire/ -- VNET Group, Inc. (Nasdaq: VNET) ("VNET" or the "Company"), a leading carrier- and cloud-neutral Internet data center services provider in China, today announced its unaudited financial results for the three months ended March 31, 2022.

First Quarter 2022 Financial Highlights

·	Net revenues increased by 18.6% to RMB1.65 billion (US$259.6 million) from RMB1.39 billion in the same<br>period of 2021.
·	Adjusted cash gross profit (non-GAAP) increased by 13.1% to RMB684.8 million (US$108.0 million) from RMB605.3<br>million in the same period of 2021. Adjusted cash gross margin (non-GAAP) was 41.6%, compared to 43.6% in the same period of 2021.
---	---
·	Adjusted EBITDA (non-GAAP) increased by 21.9% to RMB506.2 million (US$79.8 million) from RMB415.1 million<br>in the same period of 2021. Adjusted EBITDA margin (non-GAAP) was 30.8%, compared to 29.9% in the same period of 2021.
---	---

First Quarter 2022 Operational Highlights

·	Total cabinets under management increased by 424 in the first quarter of 2022 to reach 78,964 as of March 31,<br>2022, compared to 55,926 as of March 31, 2021.
·	Cabinets utilized by customers increased by 1,329 in the first quarter of 2022 to reach 43,032 as of March 31,<br>2022, compared to 33,582 as of March 31, 2021.
---	---
·	Overall<br>utilization rate of cabinets^1^ was 54.5%<br>as of March 31, 2022, compared to 60.0% as of March 31, 2021.
---	---
·	Retail<br>IDC MRR^2^ per cabinet reached RMB9,236 in<br>the first quarter of 2022, compared to RMB9,144 in the first quarter of 2021.
---	---

Samuel Shen, Chief Executive Officer and Executive Chairman of VNET's Retail IDC, stated, “Successful execution of our dual-core strategy led our solid operational and financial results across each of our businesses in the first quarter amid a complex macro environment. We maintained our healthy growth momentum, bolstered by the phenomenal rise of the digital economy and favorable policy landscape as well as our proven ability to execute our strategy. For our wholesale business, during the first quarter we signed contracts generating approximately 16MW of capacity. Additionally, our value-added service offerings fueled steady order growth in our retail business from both existing and new customers, while our cloud business continued to pave the way for more opportunities in the industry-specific IT service space. Looking ahead, we remain steadfast in our efforts to advance our position in the wholesale and retail IDC markets where we expect to capture growing digital demand across a wide range of verticals.”

Tim Chen, Chief Financial Officer of VNET, commented, “For the first quarter, our revenues grew 18.6% year-over-year and adjusted EBITDA grew 21.9% year-over-year, both in line with our expectations. On top of the seasonal factors due to the Chinese New Year holidays during the first quarter, the COVID-19 resurgence in several tier-1 cities adversely affected our business. As we resolve through the market dynamics and cycles going forward, we will continue to advance our strategy to grow our business and increase shareholder value by further expanding our service offerings, diversifying our customer base and continuing to invest in our core capabilities.”

First Quarter 2022 Financial Results

NET REVENUES: Net revenues in the first quarter of 2022 were RMB1.65 billion (US$259.6 million), representing an increase of 18.6% from RMB1.39 billion in the same period of 2021. The year-over-year increase was mainly due to the increased demand from both wholesale and retail IDC customers, as well as the growth of revenue from the cloud business.

^1^ The overall utilization rate is calculated by dividing the number of customer-utilized cabinets by the total cabinets under management at the end of the period. The compound utilization rate, a metrics that the Company used in the past, is calculated based on the weighted average number of customer-utilized cabinets over the reported period.

^2^ Retail IDC MRR refers to Monthly Recurring Revenues for the retail IDC business.

1

GROSS PROFIT: Gross profit in the first quarter of 2022 was RMB355.5 million (US$56.1 million), representing an increase of 10.0% from RMB323.3 million in the same period of 2021. Gross margin in the first quarter of 2022 was 21.6%, compared to 23.3% in the same period of 2021.

ADJUSTED CASH GROSS PROFIT, which excludes depreciation, amortization, and share-based compensation expenses, was RMB684.8 million (US$108.0 million) in the first quarter of 2022, compared to RMB605.3 million in the same period of 2021. Adjusted cash gross margin in the first quarter of 2022 was 41.6%, compared to 43.6% in the same period of 2021.

OPERATING EXPENSES: Total operating expenses in the first quarter of 2022 were RMB259.5 million (US$40.9 million), compared to RMB243.2 million in the same period of 2021. As a percentage of net revenues, total operating expenses in the first quarter of 2022 were 15.8%, compared to 17.5% in the same period of 2021.

Sales and marketing expenses in the first quarter of 2022 were RMB74.9 million (US$11.8 million), compared to RMB74.0 million in the same period of 2021.

Research and development expenses in the first quarter of 2022 were RMB72.6 million (US$11.5 million), compared to RMB33.6 million in the same period of 2021.

General and administrative expenses in the first quarter of 2022 were RMB154.2 million (US$24.3 million), compared to RMB135.2 million in the same period of 2021.

ADJUSTED OPERATING EXPENSES, which exclude share-based compensation expenses and compensation for postcombination employment in an acquisition, were RMB200.8 million (US$31.7 million) in the first quarter of 2022, compared to RMB212.5 million in the same period of 2021. As a percentage of net revenues, adjusted operating expenses in the first quarter of 2022 were 12.2%, compared to 15.3% in the same period of 2021.

ADJUSTED EBITDA: Adjusted EBITDA in the first quarter of 2022 was RMB506.2 million (US$79.8 million), representing an increase of 21.9% from RMB415.1 million in the same period of 2021. Adjusted EBITDA in the first quarter of 2022 excluded share-based compensation expenses of RMB43.2 million (US$6.8 million). Adjusted EBITDA margin in the first quarter of 2022 was 30.8%, compared to 29.9% in the same period of 2021.

NET PROFIT/LOSS: Net profit attributable to ordinary shareholders in the first quarter of 2022 was RMB90.7 million (US$14.3 million), compared to a net loss attributable to ordinary shareholders of RMB84.7 million in the same period of 2021. Net profit attributable to ordinary shareholders in the first quarter of 2022 was mainly contributed by the gains from fair value changes of convertible promissory notes and other operating income.

PROFIT/LOSS PER SHARE: Basic and diluted profit per share in the first quarter of 2022 were RMB0.1 (US$0.02) and RMB0.03 (US$0.005), respectively, which represented the equivalent of RMB0.6 (US$0.12) and RMB0.18 (US$0.03) per American depositary share ("ADS"), respectively. Each ADS represents six Class A ordinary shares of the Company. Diluted profit/loss per share is calculated using adjusted net profit/loss attributable to ordinary shareholders divided by the weighted average number of diluted shares outstanding.

As of March 31, 2022, the aggregate amount of the Company's cash and cash equivalents, restricted cash, and short-term investments was RMB3.36 billion (US$530.8 million).

Net cash generated from operating activities, in the first quarter of 2022, was RMB482.6 million (US$76.1 million), compared to RMB274.5 million in the same period of 2021.

Business Outlook

For the full year of 2022, the Company expects net revenues to be in the range of RMB7,450 million to RMB7,750 million. Adjusted EBITDA is expected to be in the range of RMB1,975 million to RMB2,125 million. The above outlook remains unchanged from the previously provided estimates.

2

The forecast reflects the Company’s current and preliminary views on the market and its operational conditions, which does not factor in any of the potential future impacts caused by the ongoing COVID-19 pandemic, and is subject to change.

Conference Call

The Company’s management will host an earnings conference call at 9:00 PM U.S. Eastern Time on Tuesday, May 24, 2022, or 9:00 AM Beijing Time on Wednesday, May 25, 2022.

For participants who wish to join the call, please access the link provided below to complete the Direct Event online registration process and dial in 5 minutes prior to the scheduled call start time.

Event Title:	VNET First Quarter 2022 Earnings Conference Call
Conference ID:	5852919
Registration Link:	http://apac.directeventreg.com/registration/event/5852919
Upon registration, each participant will receive a set of dial-in numbers by location, a Direct Event passcode, a unique Registrant ID, and further detailed instructions, which will be used to join the conference call.<br><br> <br><br><br> <br>A replay of the conference call will be accessible approximately two hours after the conclusion of the call until May 31, 2022, by dialing the following numbers:
United States Toll Free:	+1-855-452-5696
International:	+61-2-8199-0299
Conference ID:	5852919

Additionally, a live and archived webcast of the conference call will be available on the Company's investor relations website at http://ir.vnet.com.

Non-GAAP Disclosure

In evaluating its business, VNET considers and uses the following non-GAAP measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission as a supplemental measure to review and assess its operating performance: adjusted cash gross profit, adjusted cash gross margin, adjusted operating expenses, adjusted EBITDA and adjusted EBITDA margin. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the table captioned "Reconciliations of GAAP and non-GAAP results" set forth at the end of this press release.

The non-GAAP financial measures are provided as additional information to help investors compare business trends among different reporting periods on a consistent basis and to enhance investors' overall understanding of the Company's current financial performance and prospects for the future. These non-GAAP financial measures should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for, or superior to, U.S. GAAP results. In addition, the Company's calculation of the non-GAAP financial measures may be different from the calculation used by other companies, and therefore comparability may be limited.

Exchange Rate

This announcement contains translations of certain RMB amounts into U.S. dollars (“USD”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to USD were made at the rate of RMB6.3393 to US$1.00, the noon buying rate in effect on March 31, 2022, in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred could be converted into USD or RMB, as the case may be, at any particular rate or at all. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this earnings release.

3

Statement Regarding Unaudited Condensed FinancialInformation

The unaudited financial information set forth above is preliminary and subject to potential adjustments. Adjustments to the consolidated financial statements may be identified when audit work has been performed for the Company's year-end audit, which could result in significant differences from this preliminary unaudited condensed financial information.

About VNET

VNET Group, Inc. is a leading carrier- and cloud-neutral Internet data center services provider in China. VNET provides hosting and related services, including IDC services, cloud services, and business VPN services to improve the reliability, security, and speed of its customers' internet infrastructure. Customers may locate their servers and equipment in VNET's data centers and connect to China's internet backbone. VNET operates in more than 30 cities throughout China, servicing a diversified and loyal base of over 6,500 hosting and related enterprise customers that span numerous industries ranging from internet companies to government entities and blue-chip enterprises to small- to mid-sized enterprises.

Safe Harbor Statement

This announcement contains forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “target,” “believes,” “estimates” and similar statements. Among other things, quotations from management in this announcement as well as VNET’s strategic and operational plans contain forward-looking statements. VNET may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about VNET’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: VNET’s goals and strategies; VNET’s expansion plans; the expected growth of the data center services market; expectations regarding demand for, and market acceptance of, VNET’s services; VNET’s expectations regarding keeping and strengthening its relationships with customers; VNET’s plans to invest in research and development to enhance its solution and service offerings; and general economic and business conditions in the regions where VNET provides solutions and services. Further information regarding these and other risks is included in VNET’s reports filed with, or furnished to, the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of this press release, and VNET undertakes no duty to update such information, except as required under applicable law.

Investor Relations Contact:

Xinyuan Liu

Tel: +86 10 8456 2121

Email: [email protected]

4

VNETGROUP, INC.

CONSOLIDATEDBALANCE SHEETS

(Amountin thousands of Renminbi (“RMB”) and US dollars (“US$”))

	As of			As of
	December 31, 2021			March 31, 2022
	RMB			RMB			US
	(Audited)			(Unaudited)			(Unaudited)
Assets					Ex-Rate
Current assets:
Cash and cash equivalents		1,372,481			3,042,359
Restricted cash		327,767			314,206
Accounts and notes receivable, net		1,405,997			1,606,591
Prepaid expenses and other current assets		2,049,911			2,280,434
Amounts due from related parties		167,967			172,795
Total current assets		5,324,123			7,416,385
Non-current assets:
Property and equipment, net		10,092,419			10,443,243
Intangible assets, net		900,335			892,180
Land use rights, net		337,235			335,212
Operating lease right-of-use assets, net		2,869,338			2,801,611
Goodwill		1,339,657			1,339,657
Restricted cash		8,225			8,325
Deferred tax assets, net		168,002			163,650
Long-term investments, net		98,243			85,058
Other non-current assets		1,957,462			2,029,888
Total non-current assets		17,770,916			18,098,824
Total assets		23,095,039			25,515,209
Liabilities and Shareholders' Equity
Current liabilities:
Accounts and notes payable		493,506			618,965
Accrued expenses and other payables		2,298,089			2,119,076
Advances from customers		1,041,902			1,167,145
Deferred revenue		55,695			55,777
Income taxes payable		43,770			49,511
Amounts due to related parties		8,772			7,790
Current portion of long-term borrowings		384,158			434,985
Current portion of finance lease liabilities		244,032			243,902
Current portion of deferred government grant		2,074			2,074
Current portion of operating lease liabilities		607,997			613,737
Total current liabilities		5,179,995			5,312,962
Non-current liabilities:
Long-term borrowings		2,215,015			2,894,804
Convertible promissory notes		4,266,951			5,778,691
Non-current portion of finance lease liabilities		1,119,751			1,141,856
Unrecognized tax benefits		77,573			80,553
Deferred tax liabilities		348,404			362,364
Non-current portion of deferred government grant		2,294			1,666
Non-current portion of operating lease liabilities		2,284,055			2,244,884
Total non-current liabilities		10,314,043			12,504,818
Shareholders' equity
Treasury stock		(349,523	)		(349,523	)		)
Ordinary shares		60			60
Additional paid-in capital		15,198,055			15,212,378
Accumulated other comprehensive loss		(90,443	)		(101,239	)		)
Statutory reserves		74,462			74,685
Accumulated deficit		(7,590,382	)		(7,499,899	)		)
Total VNET Group, Inc. shareholders’ equity		7,242,229			7,336,462
Noncontrolling interest		358,772			360,967
Total shareholders' equity		7,601,001			7,697,429
Total liabilities and shareholders' equity		23,095,039			25,515,209

All values are in US Dollars.

VNETGROUP, INC.

CONSOLIDATEDSTATEMENTS OF OPERATIONS

(Amountin thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data)

	Three months ended
	March 31, 2021			December 31, 2021			March 31, 2022
	RMB			RMB			RMB			US
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net revenues		1,386,923			1,745,440			1,645,486
Cost of revenues		(1,063,611	)		(1,365,472	)		(1,289,965	)		)
Gross profit		323,312			379,968			355,521
Operating income (expense)
Other operating income		-			-			39,697
Sales and marketing		(73,976	)		(85,474	)		(74,941	)		)
Research and development		(33,565	)		(63,037	)		(72,615	)		)
General and administrative		(135,246	)		(390,935	)		(154,237	)		)
(Allowance) reversal for doubtful debt		(393	)		(1,028	)		2,633
Impairment of loan receivable to potential investee		-			9			-
Impairment of long-lived assets		-			(109,267	)		-
Total operating expenses		(243,180	)		(649,732	)		(259,463	)		)
Operating profit (loss)		80,132			(269,764	)		96,058
Interest income		5,709			8,937			4,549
Interest expense		(84,479	)		(75,363	)		(53,119	)		)
Other income		2,172			22,137			5,391
Other expenses		(3,422	)		(3,498	)		(352	)		)
Changes in the fair value of convertible promissory notes		(8,641	)		227,843			60,278
Foreign exchange (loss) gain		(33,846	)		82,444			24,749
(Loss) gain before income taxes and (loss) gain from equity method investments		(42,375	)		(7,264	)		137,554
Income tax expenses		(37,299	)		(15,549	)		(46,700	)		)
(Loss) gain from equity method investments		(1,305	)		(1,729	)		2,047
Net (loss) profit		(80,979	)		(24,542	)		92,901
Net gain attributable to noncontrolling interest		(3,680	)		(2,736	)		(2,195	)		)
Net (loss) profit attributable to the Company’s ordinary shareholders		(84,659	)		(27,278	)		90,706
(Loss) profit per share
Basic		(0.10	)		(0.03	)		0.10
Diluted		(0.10	)		(0.28	)		0.03
Shares used in (loss) profit per share computation
Basic*		860,540,297			867,823,835			885,771,728
Diluted*		860,540,297			901,823,836			938,146,240
(Loss) profit per ADS (6 ordinary shares equal to 1 ADS)
Basic		(0.60	)		(0.18	)		0.60
Diluted		(0.60	)		(1.68	)		0.18

All values are in US Dollars.

* Shares used in (loss) profit per share/ADS computation were computed under weighted average method.

VNET GROUP, INC.
RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS
(Amount in thousands of Renminbi (“RMB”) and US dollars (“US”))
			December 31, 2021			March 31, 2022
			RMB			RMB			US
Gross profit	323,312			379,968			355,521
Plus: depreciation and amortization	277,851			329,929			327,393
Plus: share-based compensation expenses	4,126			3,932			1,860
Adjusted cash gross profit	605,289			713,829			684,774
Adjusted cash gross margin	43.6	%		40.9	%		41.6	%		%
Operating expenses	(243,180	)		(649,732	)		(259,463	)		)
Plus: share-based compensation expenses	30,729			249,108			41,385
Plus: compensation for postcombination employment in an acquisition	-			17,644			17,260
Plus: impairment of loan receivable to potential investee	-			(9	)		-
Plus: impairment of long-lived assets	-			109,267			-
Adjusted operating expenses	(212,451	)		(273,722	)		(200,818	)		)
Operating profit (loss)	80,132			(269,764	)		96,058
Plus: depreciation and amortization	300,105			352,784			349,609
Plus: share-based compensation expenses	34,855			253,040			43,245
Plus: compensation for postcombination employment in an acquisition	-			17,644			17,260
Plus: impairment of loan receivable to potential investee	-			(9	)		-
Plus: impairment of long-lived assets	-			109,267			-
Adjusted EBITDA	415,092			462,962			506,172
Adjusted EBITDA margin	29.9	%		26.5	%		30.8	%		%

All values are in US Dollars.

VNET GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Amount in thousands of Renminbi (“RMB”) and US dollars (“US”))
			December 31, 2021			March 31, 2022
			RMB			RMB			US
			(Unaudited)			(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) profit	(80,979	)		(24,542	)		92,901
Adjustments to reconcile net (loss) profit to net cash generated from operating activities:
Depreciation and amortization	300,105			352,784			349,609
Stock-based compensation expenses	34,855			253,040			43,245
Others	186,399			(8,128	)		39,992
Changes in operating assets and liabilities
Accounts and notes receivable	(203,432	)		113,974			(197,962	)		)
Prepaid expenses and other current assets	(195,171	)		93,473			(115,458	)		)
Accounts and notes payable	108,832			1,399			125,459
Accrued expenses and other payables	123,047			70,162			101,002
Deferred revenue	(4,162	)		(12,799	)		82
Advances from customers	119,045			53,499			125,243
Others	(114,086	)		(228,871	)		(81,514	)		)
Net cash generated from operating activities	274,453			663,991			482,599
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(675,486	)		(935,772	)		(1,005,736	)		)
Purchases of intangible assets	(7,522	)		(8,625	)		(10,497	)		)
Proceeds from (payments for) investments	61,432			(566,460	)		(14,487	)		)
Proceeds from (payments for) other investing activities	761			374,013			(2,038	)		)
Net cash used in investing activities	(620,815	)		(1,136,844	)		(1,032,758	)		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank borrowings	718,636			490,815			650,952
Repayment of bank borrowings	(34,000	)		(141,686	)		(65,570	)		)
Payments for finance lease	(110,480	)		(97,772	)		(102,073	)		)
Proceed from issuance of convertible promissory notes	3,797,090			-			1,592,627
Repayment of 2021 Notes	-			(1,945,620	)		-
(Payments for) proceeds from other financing activities	(29,387	)		(48,644	)		137,968
Net cash generated from (used in) financing activities	4,341,859			(1,742,907	)		2,213,904
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	65,770			(7,255	)		(7,328	)		)
Net increase (decrease) in cash, cash equivalents and restricted cash	4,061,267			(2,223,015	)		1,656,417
Cash, cash equivalents and restricted cash at beginning of period	3,116,437			3,931,488			1,708,473
Cash, cash equivalents and restricted cash at end of period	7,177,704			1,708,473			3,364,890

All values are in US Dollars.