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 Item 8.01 below is incorporated by reference herein. The issuances of securities by the company and the operating partnership described in Item 8.01 below are 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 22, 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.
In connection with such announcement, the company made available a presentation to prospective investors, which is also available on the company’s website at www.digitalrealty.com
. The presentation is attached hereto as Exhibit 99.2 and incorporated by reference herein.
including the exhibits 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.
Other Acquisition and Investment Activity
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.
On May 8, 2026, the company entered into an agreement to purchase Columbia Capital for (i) $45 million of cash and 2,337,036 shares of the company’s common stock, par value $0.01 per share (“common stock”), to be issued at the closing of the transaction, and (ii) up to an additional $290 million, in cash or (at the company’s option) 1,457,506 additional shares of the company’s common stock, upon achievement of certain performance milestones, in each case, subject to adjustment and the other terms and conditions of the purchase agreement. The equity consideration is subject to a lockup that releases over a multi-year period. Founded in 1989, Columbia Capital is focused on the communications, technology and digital infrastructure space, with over $9 billion in fund commitments from hundreds of investors, including sovereign wealth funds, pension funds, insurance companies, endowments and other institutional investors. The company has agreed to provide the applicable sellers resale registration rights with respect to the common stock to be issued. Completion of the purchase transaction is expected to occur in the second half of 2026, subject to customary closing conditions and regulatory approvals.
On June 22, 2026, the company agreed to issue 3,425,031 shares of its common stock (representing a current value of approximately $644.4 million based on closing price as of June 18, 2026) 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.
Cautionary Statement Regarding Forward-Looking Statements
The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance. We discussed a number of additional material risks in our annual report on Form 10-K for the year ended December 31, 2025, our quarterly report on Form 10-Q
NEWS RELEASE
Digital Realty Announces Transactions to Drive Continued Platform Growth
Secures Two-Gigawatt Development Site in Kansas City Metro, and Agrees to Increase Teraco Ownership and to Acquire Columbia Capital
Austin, TX – June 22, 2026 – Digital Realty (NYSE: DLR), the world’s largest cloud- and carrier-neutral data center platform, today announced a series of transactions that together bolster the company’s three core pillars of growth: (i) expansion of its hyperscale data center development capacity through the acquisition of a new powered land site in the Kansas City metro, (ii) growth of its colocation and connectivity portfolio through the purchase of certain minority shareholder stakes in Teraco, and (iii) further scaling of its
Strategic Private Capital platform through the acquisition of Columbia Capital a leading investment firm in the digital infrastructure space.
Expansion into Kansas City Market
Digital Realty has acquired approximately 1,440 acres of land at Astra Enterprise Park, located near Kansas City to support hyperscale data center development for approximately $475 million in cash and common units in its operating partnership. The acquisition marks an entry into a Top 30 U.S. metro with fast-growing technology sector exposure, ample utility and telecommunications infrastructure, and strong connectivity fundamentals. According to datacenterHawk, the Kansas City metro is the 7 largest data center market in the U.S., when including capacity that is currently under construction and in planning.
To support development of the site, Digital Realty has entered into an Energy Service Agreement with the local utility to provide 600 megawatts of utility power by early 2028, rising to two gigawatts at full delivery.
Increase in Teraco Ownership
As part of the continued investment in its colocation and connectivity platform, Digital Realty is increasing its ownership interest in Teraco, Africa’s leading data center platform, to 77% through the acquisition of shares from certain minority shareholders. Digital Realty will purchase the 16% stake for approximately $650 million, principally via the issuance of 3.4 million shares of common stock.
Teraco represents a key component of Digital Realty’s global colocation and connectivity footprint, with a portfolio of highly connected, network-dense campuses serving a growing base of customers across the EMEA region.
Acquisition of Columbia Capital
Digital Realty plans to acquire Columbia Capital for approximately $485 million, principally through the issuance of 2.3 million shares of common stock, with a lockup that releases over a multi-year period and an earnout that is subject to certain performance hurdles. Founded in 1989, Columbia Capital is focused on the communications, technology and digital infrastructure space, with over $9 billion in fund commitments from hundreds of investors, including sovereign wealth funds, pension funds, insurance companies, endowments and other institutional investors.
The acquisition will accelerate
Digital Realty’s Strategic Private Capital platform and provides increased expertise and visibility into adjacent digital infrastructure sectors. Columbia Capital’s experienced investment team and established portfolio complement Digital
Realty’s global operating platform and will strengthen investment capabilities to take advantage of the expanding AI infrastructure ecosystem.
Columbia Capital and Digital Realty have collaborated on multiple digital infrastructure projects. Columbia is a long-time co-investor in Teraco whose involvement predates Digital Realty’s acquisition of a majority interest in August 2022. The two companies have also partnered through Vela Infrastructure, a subsea cable landing station developer.
Executive Commentary “These transactions support the continued momentum of Digital Realty’s three core pillars of growth. The purchase of land in the Kansas City metro enhances our ability to serve hyperscale customers’ near term requirements, while our increased stake in Teraco strengthens our position in Africa’s leading data center platform and supports the continued growth of our global colocation and connectivity business,” said Andy Power, President and Chief Executive Officer of Digital Realty. “Our history of collaboration with Columbia Capital reflects a shared long-term perspective while providing additional flexibility to support the scaling of both our hyperscale development pipeline and our private capital platform.”
“Taken together, these transactions are expected to further enhance Digital Realty’s growth profile, while maintaining our balance sheet discipline and positioning the company for the continued investment opportunity we see ahead,” said Matt Mercier, Chief Financial Officer of
Digital Realty. These investments will be principally funded through the issuance of 6.3 million shares of common stock (and operating partnership units) at a weighted average price of $197.54 per share (or unit).