DIGITAL REALTY TRUST, INC. files 8-K: unregistered sale of equity, Regulation FD disclosure, other material event

Item 3.02 Unregistered Sales of Equity Securities.

The information included under the heading “Recent Developments—Purchase of Blackstone’s Interest in Digital Carver Dulles 9 and Digital Carver Brickyard Joint Ventures” in Item 8.01 below is incorporated by reference herein. The issuances of securities by the company described under such heading in Item 8.01 below is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions not involving a public offering.

On June 29, 2026, the company issued a press release regarding certain pending and completed transactions. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

including the exhibit attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

Purchase of Blackstone’s Interest in Digital Carver Dulles 9 and Digital Carver Brickyard Joint Ventures

On June 29, 2026, the company entered into an agreement to purchase from affiliates of Blackstone Inc. (collectively, “Blackstone”) all of Blackstone’s blended 64% interests in the Digital Carver Dulles 9 and Digital Carver Brickyard joint ventures (the “joint ventures”) (resulting in each of the joint ventures becoming a wholly owned subsidiary of the operating partnership) for consideration consisting of $1,231 million in cash and a number of shares of the company’s non-voting common stock calculated by dividing $2,346,087,437.83 by the last reported sale price of the company’s common stock on the New York Stock Exchange on June 29, 2026, rounded down to the nearest whole number (such purchase, the “Blackstone Acquisition”). Pursuant to the terms of the Articles Supplementary governing the non-voting common stock, each share of non-voting common stock will automatically convert into one share of the company’s common stock upon its transfer by Blackstone or one of its affiliates to a person that is not affiliated with Blackstone. The non-voting common stock will have rights and preferences that are identical to the company’s existing common stock, except that it will have no voting rights and it will automatically convert into common stock upon such transfer. The purchase is expected to be completed on June 30, 2026 and is subject to customary closing conditions.

The joint ventures are developing three hyperscale data centers totaling 288 megawatts of expected critical IT capacity located in Northern Virginia, the world’s largest data center market. Upon the completion of the purchase, the company will have acquired Blackstone’s 80% interest in two data centers in Manassas and Blackstone’s 50% interest in the Digital Dulles campus in Sterling, each with 96 megawatts of IT capacity, at a gross value of $7.8 billion (including assumed debt and estimated remaining capital expenditures to complete the ongoing development), reflecting an estimated initial stabilized capitalization rate of over 6.5%. Two of the data centers are expected to stabilize in the first half of 2027, with the third expected to stabilize in the first half of 2028. The three data centers are 100% leased to three distinct investment-grade hyperscale customers.

Through this transaction, the company will increase its exposure to newly developed capacity in the world’s largest data center market, supported by 15-year leases with a blended average Aa3/AA- credit-rating and 3.6% annual rent escalators (in each case, weighted by annualized rent), that are expected to enhance the company’s growth. We expect the purchase of these interests to be leverage neutral and accretive to core funds from operations (“Core FFO”) per share in each of 2027 and 2028, as development is completed and rents commence.

On April 30, 2026, the operating partnership acquired approximately 1,440 acres of land for development at Astra Enterprise Park, located near Kansas City for approximately $377.6 million in cash and 517,475 common units of partnership interest in the operating partnership. The operating partnership has entered into an agreement with the local utility for 600 megawatts of utility power to be provided by early 2028, and two gigawatts expected at full capacity.

On June 22, 2026, the company agreed to issue 3,425,031 shares of its common stock to purchase approximately 16% of the interests in the company’s Teraco joint venture pursuant to an existing put right exercised by certain of the joint venture’s third party partners. The purchase will increase the company’s interest in Africa’s leading data center platform to 77%. The company has agreed to provide the applicable sellers resale registration rights with respect to the common stock to be issued. Completion of the repurchase transaction is expected to occur in the second half of 2026, subject to customary closing conditions and regulatory approvals.

From April 29, 2026 through June 29, 2026, the company sold 6,158,839 shares of its common stock under its “at the market” equity program, resulting in net proceeds of approximately $1.2 billion after deducting commissions. The company used and intends to use the net proceeds from the sale of such shares to temporarily repay borrowings outstanding under its global revolving credit facilities, acquire additional properties or businesses, fund development opportunities, and to provide for working capital and other general corporate purposes, including potentially for the repayment of other debt or the repurchase, redemption, or retirement of outstanding debt securities, or a combination of the foregoing.

Risk Related to the Blackstone Acquisition

The development-stage hyperscale data centers acquired in the Blackstone joint venture acquisition may not be completed on schedule or within budget, and the anticipated benefits of the acquisition may not be realized.

The joint ventures we will wholly own following the purchase from Blackstone own three hyperscale data centers that have not yet been completed, and development-stage projects are subject to various risks, including construction delays, cost overruns, supply chain disruptions, failure to obtain necessary permits or approvals, labor shortages and other factors beyond our control. As a part of our underwriting of the Blackstone acquisition, we developed an estimate of the initial stabilized capitalization rate for the data centers we will wholly-own following such acquisition. We calculate the estimated stabilized capitalization rate as the percentage of the gross value of the purchase price represented by the estimated initial full year stabilized net operating income.

This estimate is based on a number of assumptions, including the timely and on-budget completion of all space to be constructed and estimated stabilized operating expenses. If development costs are higher than expected or completion is delayed, the timing and amount of cash flows from these properties could be adversely affected, including if one or more tenants fails to commence paying rent on the expected schedule or if the data centers do not achieve full operational status as expected. Although the three hyperscale data centers are currently leased to subsidiaries of investment-grade rated parent entities, the parent entities are not parties to the leases and may not be legally obligated to satisfy the lease obli gati ons of their subsidiaries upon a default.

In the event of a default by a lessee, there can be no assurance that the parent entity would choose or be obligated to cure such default. In addition, market conditions for data center leasing in Northern Virginia could change materially. As a result, our expectations regarding the initial stabilized capitalization rate and that the acquisition of Blackstone’s interests in the Digital Carver Dulles 9 and Digital Carver Brickyard joint ventures will be accretive to Core FFO per share in each of 2027 and 2028, as development is completed and rents commence, are subject to numerous risks and uncertainties, and there can be no assurance that these anticipated benefits will be realized on the expected timeline, including in 2027 and 2028, or at all.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking” statements as that term is defined by Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include words such as “believes”, “anticipates”, “expects”, “may”, “will”, “would”, “should”, “estimates”, “could”, “intends”,