6-K

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGNPRIVATE ISSUER

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

THE SECURITIES EXCHANGEACT OF 1934

For the month of August 2023

Commission File Number: 001-35126

VNET Group, Inc.

Guanjie Building,Southeast 1st 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  ¨

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/ Qiyu Wang
Name:	Qiyu Wang
Title:	Chief Financial Officer

Date: August 23, 2023

Exhibit 99.1

VNET Reports Unaudited Second Quarter 2023 FinancialResults

BEIJING, August 23, 2023 /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 second quarter ended June 30, 2023.

“During the second quarter of 2023, we delivered another solid set of results as we continued to execute our proven dual-core growth strategy, which reaffirms our ability to quickly capture incremental market demand amid the steady economic recovery,” said Jeff Dong, Chief Executive Officer of VNET. “We also saw some new AI application scenarios emerging across various industry verticals in China, starting to generate more demand for IDC services. With our high-performance data center design, extensive resources and strong execution capabilities, we remain poised to power the AI-driven demand for our wholesale and retail customers over the long term.

“Our wholesale and retail businesses continued to build strong sales momentum as digitalization gathers pace across industries. On the wholesale business front, we recently won an extended contract for 45MW of capacity from an existing internet giant customer. On the retail business front, in the second quarter we secured a contract for 7MW of additional capacity with an existing customer in the local service sector. Looking ahead, we believe our reliable and scalable IDC services, high power density deployment capabilities and loyal and expanding customer base position us well to seize rising opportunities and unleash further growth potential,” Jeff concluded.

Qiyu Wang, Chief Financial Officer of VNET, added, “In the second quarter of 2023, we remained focused on advancing high-quality revenue business to drive margin and profitability improvements. We are pleased to have achieved net revenues of RMB1.82 billion in the second quarter, representing an increase of 5.6% year over year. Thanks to our enhanced operating efficiency, adjusted EBITDA grew 9.9% year over year to RMB535.0 million, and adjusted EBITDA margin expanded to 29.4%. Moving forward, we will continue to explore new opportunities emerging from robust digital demand, especially AI-related demand, further strengthening our position as a leading IDC player and creating long-term, sustainable growth for our shareholders.”

Second Quarter 2023 Financial Highlights

·	Net revenues increased by 5.6% to RMB1.82 billion (US$251.2 million) from RMB1.72 billion in the same<br>period of 2022.
·	Adjusted cash gross profit (non-GAAP) increased by 4.1% to RMB742.9 million (US$102.5 million) from RMB713.7<br>million in the same period of 2022. Adjusted cash gross margin (non-GAAP) was 40.8%, compared to 41.4% in the same period of 2022.
---	---
·	Adjusted EBITDA (non-GAAP) increased by 9.9% to RMB535.0 million (US$73.8 million) from RMB486.9 million<br>in the same period of 2022. Adjusted EBITDA margin (non-GAAP) in the second quarter of 2023 was 29.4%, compared to 28.2% in the same period<br>of 2022.
---	---

Second Quarter 2023 Operational Highlights

·	Total cabinets under management were 86,927 as of June 30, 2023, compared to 87,310 as of March 31,<br>2023 and 80,831 as of June 30, 2022.
·	Cabinets utilized by customers increased by 2,000 in the second quarter of 2023 to reach 51,316 as of<br>June 30, 2023, compared to 49,316 as of March 31, 2023 and 44,500 as of June 30, 2022.
---	---
·	Overall utilization rate of cabinets^1^<br>was 59.0% as of June 30, 2023, compared to 56.5% as of March 31, 2022 and 55.1% as of June 30, 2022.
---	---
·	Retail IDC MRR^2^<br>per cabinet increased to RMB9,530 in the second quarter of 2023, compared to RMB9,486 in the first quarter of 2023 and RMB9,186 in the<br>second quarter of 2022.
---	---

^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.

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

1

Second Quarter 2023 Financial Results

NET REVENUES: Net revenues in the second quarter of 2023 were RMB1.82 billion (US$251.2 million), representing an increase of 5.6% from RMB1.72 billion in the same period of 2022. The year-over-year increase was mainly driven by the continued growth of our IDC business as well as our cloud and VPN services.

GROSS PROFIT: Gross profit in the second quarter of 2023 was RMB342.7 million (US$47.3 million), compared with RMB357.8 million in the same period of 2022. Gross margin in the second quarter of 2023 was 18.8%, compared to 20.7% in the same period of 2022.

ADJUSTED CASH GROSS PROFIT, which excludes depreciation, amortization, and share-based compensation expenses, was RMB742.9 million (US$102.5 million) in the second quarter of 2023, compared to RMB713.7 million in the same period of 2022. Adjusted cash gross margin in the second quarter of 2023 was 40.8%, compared to 41.4% in the same period of 2022.

OPERATING EXPENSES: Total operating expenses in the second quarter of 2023 were RMB249.5 million (US$34.4 million), compared to RMB321.7 million in the same period of 2022. As a percentage of net revenues, total operating expenses in the second quarter of 2023 were 13.7%, compared to 18.7% in the same period of 2022.

Sales and marketing expenses in the second quarter of 2023 were RMB63.1 million (US$8.7 million), compared to RMB80.4 million in the same period of 2022.

Research and development expenses in the second quarter of 2023 were RMB81.1 million (US$11.2 million), compared to RMB76.7 million in the same period of 2022.

General and administrative expenses in the second quarter of 2023 were RMB128.0 million (US$17.7 million), compared to RMB167.0 million in the same period of 2022.

ADJUSTED OPERATING EXPENSES, which exclude share-based compensation expenses and compensation for postcombination employment in an acquisition, were RMB241.5 million (US$33.3 million) in the second quarter of 2023, compared to RMB250.7 million in the same period of 2022. As a percentage of net revenues, adjusted operating expenses in the second quarter of 2023 were 13.3%, compared to 14.5% in the same period of 2022.

ADJUSTED EBITDA: Adjusted EBITDA in the second quarter of 2023 was RMB535.0 million (US$73.8 million), representing an increase of 9.9% from RMB486.9 million in the same period of 2022. Adjusted EBITDA in the second quarter of 2023 excluded share-based compensation expenses of RMB8.0 million (US$1.1 million). Adjusted EBITDA margin in the second quarter of 2023 was 29.4%, compared to 28.2% in the same period of 2022.

NET LOSS ATTRIBUTABLE TO VNET GROUP, INC.: Net loss attributable to VNET Group, Inc. in the second quarter of 2023 was RMB232.9 million (US$32.1 million), compared to a net loss attributable to VNET Group, Inc. of RMB377.2 million in the same period of 2022.

LOSS PER SHARE: Basic and diluted loss per share in the second quarter of 2023 were both RMB0.26 (US$0.04), which represented the equivalent of both RMB1.56 (US$0.24) per American depositary share (“ADS”). Each ADS represents six Class A ordinary shares. Diluted loss per share is calculated using adjusted net loss attributable to ordinary shareholders divided by the weighted average number of diluted shares outstanding.

As of June 30, 2023, the aggregate amount of the Company’s cash and cash equivalents, restricted cash and short-term investments was RMB2.76 billion (US$380.8 million).

Net cash generated from operating activities, in the second quarter of 2023, was RMB423.5 million (US$58.4 million), compared to RMB942.7 million in the same period of 2022.

2

Business Outlook

The Company expects net revenues for the full year of 2023 to be in the range of RMB7,600 million to RMB7,900 million, representing a year-over-year growth of 7.6% to 11.8%, and adjusted EBITDA to be in the range of RMB2,025 million to RMB2,125 million, representing a year-over-year growth of 8.1% to 13.5%. The above outlook remains unchanged from the previously provided estimates.

The forecast reflects the Company’s current and preliminary views on the market and its operational conditions, 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 Wednesday, August 23, 2023, or 9:00 AM Beijing Time on Thursday, August 24, 2023.

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

Event Title:	VNET Second Quarter 2023 Earnings Conference Call
Registration Link:	https://register.vevent.com/register/BId0a80aca23f747f89ed4d80958052f31

Upon registration, each participant will receive a set of dial-in numbers by location, a personal PIN and an email with further detailed instructions, which will be used to join the conference call.

A simultaneous audio webcast and replay of the conference call will be accessible 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 RMB7.2513 to US$1.00, the noon buying rate in effect on June 30, 2023, 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 7,000 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: ir@vnet.com

4

VNET GROUP, INC.

CONSOLIDATED BALANCE SHEETS

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

	As of			As of
	December<br> 31, 2022			June<br> 30, 2023
	RMB			RMB			US
Assets					Ex-Rate
Current assets:
Cash and cash equivalents		2,661,321			2,362,999
Restricted cash		327,673			253,088
Accounts and notes receivable,<br> net		1,763,693			2,020,880
Short-term Investments		-			144,516
Prepaid expenses and other current<br> assets		2,147,500			2,542,062
Amounts<br> due from related parties		152,089			232,518
Total<br> current assets		7,052,276			7,556,063
Non-current assets:
Property and equipment, net		11,964,498			12,396,048
Intangible assets, net		1,497,131			1,436,523
Land use rights, net		576,020			610,195
Operating lease right-of-use<br> assets, net		3,503,925			3,882,743
Goodwill		1,364,191			1,364,191
Restricted cash		500			882
Deferred tax assets, net		196,098			214,944
Long-term investments, net		242,194			755,625
Other non-current<br> assets		551,572			598,865
Total<br> non-current assets		19,896,129			21,260,016
Total<br> assets		26,948,405			28,816,079
Liabilities and Shareholders'<br> Equity
Current liabilities:
Accounts and notes payable		713,628			743,685
Accrued expenses and other payables		2,410,479			2,680,426
Advances from customers		1,157,963			1,448,931
Deferred revenue		95,078			83,474
Income taxes payable		42,017			37,897
Amounts due to related parties		6,928			356,358
Current portion of long-term<br> borrowings		484,020			532,969
Current portion of finance lease<br> liabilities		206,260			144,561
Current portion of deferred government<br> grants		3,646			3,646
Current portion of operating<br> lease liabilities		674,288			735,409
Convertible<br> promissory notes		537,778			4,433,161
Total<br> current liabilities		6,332,085			11,200,517
Non-current liabilities:
Long-term borrowings		3,049,856			3,667,562
Convertible promissory notes		5,859,259			1,805,589
Non-current portion of finance<br> lease liabilities		1,047,640			1,181,477
Unrecognized tax benefits		87,174			87,174
Deferred tax liabilities		682,580			692,113
Deferred government grants		2,672			101,471
Non-current<br> portion of operating lease liabilities		2,905,283			3,172,632
Total<br> non-current liabilities		13,634,464			10,708,018
Shareholders' equity
Ordinary shares		60			60
Additional paid-in capital		15,239,926			15,220,309
Accumulated other comprehensive<br> income		11,022			3,800
Statutory reserves		77,996			77,996
Accumulated deficit		(8,369,868	)		(8,520,454	)		)
Treasury<br> stock		(349,523	)		(349,523	)		)
Total VNET Group, Inc.<br> shareholders’ equity		6,609,613			6,432,188
Noncontrolling<br> interest		372,243			475,356
Total<br> shareholders' equity		6,981,856			6,907,544
Total<br> liabilities and shareholders' equity		26,948,405			28,816,079

All values are in US Dollars.

5

VNETGROUP, INC.

CONSOLIDATEDSTATEMENTS OF OPERATIONS

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

	Three<br> months ended											Six<br> months ended
	June 30,<br> 2022			March 31,<br> 2023			June 30,<br> 2023					June 30,<br> 2022			June 30,<br> 2023
	RMB			RMB			RMB			US		RMB			RMB			US
Net<br> revenues		1,724,863			1,805,782			1,821,744					3,370,349			3,627,526
Cost<br> of revenues		(1,367,086	)		(1,453,402	)		(1,478,995	)		)		(2,657,051	)		(2,932,397	)		)
Gross<br> profit		357,777			352,380			342,749					713,298			695,129
Operating<br> income (expenses)
Other<br> operating income		1,588			33,379			13,895					41,285			47,274
Sales<br> and marketing expenses		(80,368	)		(65,776	)		(63,068	)		)		(155,309	)		(128,844	)		)
Research<br> and development expenses		(76,740	)		(79,750	)		(81,126	)		)		(149,355	)		(160,876	)		)
General<br> and administrative expenses		(167,044	)		(127,447	)		(128,017	)		)		(321,281	)		(255,464	)		)
Reversal<br> for doubtful debt		845			2,449			8,833					3,478			11,282
Total<br> operating expenses		(321,719	)		(237,145	)		(249,483	)		)		(581,182	)		(486,628	)		)
Operating<br> profit		36,058			115,235			93,266					132,116			208,501
Interest<br> income		8,814			5,681			10,038					13,363			15,719
Interest<br> expense		(68,530	)		(69,786	)		(71,709	)		)		(121,649	)		(141,495	)		)
Other<br> income		2,896			1,164			14,192					8,287			15,356
Other<br> expenses		(693	)		(3,592	)		(320	)		)		(1,045	)		(3,912	)		)
Changes<br> in the fair value of convertible promissory notes		(2,321	)		21,298			154					57,957			21,452
Foreign<br> exchange (loss) gain		(319,875	)		78,633			(271,630	)		)		(295,126	)		(192,997	)		)
(Loss)<br> income before income taxes and gain (loss) from equity method investments		(343,651	)		148,633			(226,009	)		)		(206,097	)		(77,376	)		)
Income<br> tax expenses		(30,946	)		(44,886	)		(12,545	)		)		(77,646	)		(57,431	)		)
Gain<br> (loss) from equity method investments		1,090			(174	)		983					3,137			809
Net<br> (loss) income		(373,507	)		103,573			(237,571	)		)		(280,606	)		(133,998	)		)
Net<br> (profit) loss attributable to noncontrolling interest		(3,696	)		(21,280	)		4,692					(5,891	)		(16,588	)		)
Net<br> (loss) income attributable to VNET Group, Inc.		(377,203	)		82,293			(232,879	)		)		(286,497	)		(150,586	)		)
(Loss)<br> earnings per share
Basic		(0.43	)		0.09			(0.26	)		)		(0.32	)		(0.17	)		)
Diluted		(0.43	)		0.07			(0.26	)		)		(0.37	)		(0.19	)		)
Shares<br> used in (loss) earnings per share computation
Basic*		886,204,618			888,383,240			888,705,981					885,915,878			888,555,145
Diluted*		886,204,618			1,056,829,494			888,705,981					919,915,879			905,386,636
(Loss)<br> earnings per ADS (6 ordinary shares equal to 1 ADS)
Basic		(2.58	)		0.54			(1.56	)		)		(1.92	)		(1.02	)		)
Diluted		(2.58	)		0.42			(1.56	)		)		(2.22	)		(1.14	)		)

All values are in US Dollars.

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

6

VNET GROUP, INC.RECONCILIATIONSOF GAAP AND NON-GAAP RESULTS

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

	Three months ended											Six months ended
	June 30, 2022			March 31, 2023			June 30, 2023					June 30, 2022			June 30, 2023
	RMB			RMB			RMB			US		RMB			RMB			US
Gross profit		357,777			352,380			342,749					713,298			695,129
Plus: depreciation and amortization*		362,003			401,877			400,173					689,396			802,050
Plus: share-based compensation<br> expenses		(6,066	)		-			-					(4,206	)		-
Adjusted cash gross profit		713,714			754,257			742,922					1,398,488			1,497,179
Adjusted cash gross margin		41.4	%		41.8	%		40.8	%		%		41.5	%		41.3	%		%
Operating expenses		(321,719	)		(237,145	)		(249,483	)		)		(581,182	)		(486,628	)		)
Plus: share-based compensation<br> expenses		53,551			8,336			8,006					94,936			16,342
Plus: compensation for postcombination<br> employment in an acquisition		17,453			-			-					34,713			-
Adjusted operating expenses		(250,715	)		(228,809	)		(241,477	)		)		(451,533	)		(470,286	)		)
Operating profit		36,058			115,235			93,266					132,116			208,501
Plus: depreciation and amortization*		385,876			432,629			433,735					735,485			866,364
Plus: share-based compensation<br> expenses		47,485			8,336			8,006					90,730			16,342
Plus: compensation for postcombination<br> employment in an acquisition		17,453			-			-					34,713			-
Adjusted EBITDA		486,872			556,200			535,007					993,044			1,091,207
Adjusted EBITDA margin		28.2	%		30.8	%		29.4	%		%		29.5	%		30.1	%		%

All values are in US Dollars.

* Before the deduction of government grants for three months ended March 31, 2023, three months ended June 30, 2023 and six months ended June 30, 2023.

7

VNETGROUP, INC.

CONDENSEDCONSOLIDATED STATEMENT OF CASH FLOWS

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

	Three months ended
	June 30, 2022			March 31, 2023			June 30, 2023
	RMB			RMB			RMB			US
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income		(373,507	)		103,573			(237,571	)		)
Adjustments to reconcile net (loss) income to net cash generated from operating activities:
Depreciation and amortization		385,876			431,654			433,015
Share-based compensation expenses		47,485			8,336			8,006
Others		447,480			62,631			357,787
Changes in operating assets and liabilities
Accounts and notes receivable		(137,720	)		(254,293	)		8,388
Prepaid expenses and other current assets		526,090			(378,933	)		70,627
Accounts and notes payable		76,070			(3,377	)		33,434
Accrued expenses and other payables		21,363			192,063			(5,950	)		)
Deferred revenue		19,989			24,139			(35,743	)		)
Advances from customers		70,884			405,945			(114,977	)		)
Others		(141,299	)		(136,727	)		(93,540	)		)
Net cash generated from operating activities		942,711			455,011			423,476
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(527,867	)		(608,717	)		(394,812	)		)
Purchases of intangible assets		(12,690	)		(2,312	)		(10,178	)		)
Payments for investments		(38,280	)		-			(655,815	)		)
Proceeds from (payments for) other investing activities		208			(90,489	)		9,295
Net cash used in investing activities		(578,629	)		(701,518	)		(1,051,510	)		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank borrowings		18,860			279,916			169,204
Repayments of bank borrowings		(43,275	)		(73,070	)		(55,865	)		)
Repayments of 2025 Convertible Notes		-			-			(380,333	)		)
Payments for finance lease		(75,145	)		(84,882	)		(67,172	)		)
(Payments for) proceeds from other financing activities		(62,119	)		395,096			285,013
Net cash (used in) generated from financing activities		(161,679	)		517,060			(49,153	)		)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash		48,962			(17,205	)		51,314
Net increase (decrease) in cash, cash equivalents and restricted cash		251,365			253,348			(625,873	)		)
Cash, cash equivalents and restricted cash at beginning of period		3,364,890			2,989,494			3,242,842
Cash, cash equivalents and restricted cash at end of period		3,616,255			3,242,842			2,616,969

All values are in US Dollars.

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