Blackstone Digital Infrastructure Trust completes $2B IPO

Blackstone Digital Infrastructure Trust Inc. completed its initial public offering, issuing 87,500,000 shares of common stock at $20.00 per share.

Rhea-AI Filing Summary

Blackstone Digital Infrastructure Trust Inc. completed its initial public offering, issuing 87,500,000 shares of common stock at $20.00 per share. Underwriters exercised their 30-day option in full, so gross proceeds from the offering are expected to total $2.0 billion and shares outstanding will be 100.6 million.

The company plans to invest net proceeds primarily in newly constructed, income-generating, stabilized data center assets consistent with its stated strategy. Its operating partnership also entered into a $1.0 billion senior secured revolving credit facility, with capacity to increase total commitments up to $4.0 billion, featuring leverage-based interest margins, a 0.350% commitment fee on unused amounts, and a four-year maturity with extension options.

Governance and compensation structures were finalized through a registration rights agreement, a management agreement, adoption of a stock incentive plan, and effectiveness of amended and restated charter and bylaws, each substantially as previously described in the IPO prospectus.

Positive

• $2.0 billion of gross IPO proceeds at $20.00 per share provide substantial fresh equity capital to fund Blackstone Digital Infrastructure Trust Inc.’s strategy of investing in newly constructed, income-generating, stabilized data center assets.
• A new senior secured revolving credit facility of $1.0 billion, with the option to increase total revolving commitments to $4.0 billion, gives BXDC significant scalable liquidity alongside its IPO equity capital.

Negative

• None.

Insights

Equity capital markets analyst

BXDC secures $2.0B IPO cash and a scalable $1.0B credit line.

Blackstone Digital Infrastructure Trust Inc. has now fully launched as a public company, raising gross proceeds of $2.0 billion at $20.00 per share and reaching 100.6 million common shares outstanding after underwriters exercised their option.

The business is further supported by a senior secured revolving credit facility of $1.0 billion, expandable to $4.0 billion. Pricing is tied to a leverage ratio grid, with interest margins ranging from 1.00%–1.50% on base rate loans and 2.00%–2.50% on SOFR and certain foreign-currency loans, plus a 0.350% commitment fee on unused commitments.

The facility has a four-year maturity from closing, a committed one-year extension, and additional one-year extensions at each lender’s option, backed by guarantees and security over substantially all borrower assets. Net IPO proceeds are intended primarily for income-generating, stabilized data center assets, so future disclosures will show how quickly the capital is deployed into the targeted portfolio.

8-K Event Classification

6 items: 1.01, 3.03, 5.02, 5.03, 8.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

IPO share count: 87,500,000 shares IPO price: $20.00 per share Gross IPO proceeds: $2.0 billion +5 more

8 metrics

IPO share count 87,500,000 shares Initial public offering common stock sold

IPO price $20.00 per share Cash consideration per common share

Gross IPO proceeds $2.0 billion Total gross proceeds after underwriters’ option

Shares outstanding post-IPO 100.6 million shares Common stock outstanding after additional shares close

Revolving credit facility size $1.0 billion Initial senior secured revolving commitments

Maximum expandable commitments $4.0 billion Option to increase total revolving commitments

Unused commitment fee 0.350% per annum Fee on unutilized credit facility commitments

Mandatory prepayment cap 15.0% of total commitments Maximum amount used in leverage-ratio prepayment test

Key Terms

Registration Rights Agreement, Management Agreement, senior secured revolving credit facility, Stock Incentive Plan, +2 more

6 terms

Registration Rights Agreement regulatory

"the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of May 15, 2026"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Management Agreement financial

"the Management Agreement (the “Management Agreement”), dated as of May 15, 2026"

A management agreement is a written contract that sets out who runs a company or specific assets, what duties they must perform, how long they serve, and how they are paid and evaluated. Think of it as a job contract or a property manager’s lease: it tells investors who is steering the business, what rules they must follow, and how their performance will affect costs and returns, so it directly influences company strategy, risk and shareholder value.

senior secured revolving credit facility financial

"entered into a $1.0 billion senior secured revolving credit facility with Citibank, N.A."

A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.

Stock Incentive Plan financial

"adopted the Blackstone Digital Infrastructure Trust Inc. Stock Incentive Plan (the “Stock Incentive Plan”)"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

Articles of Amendment and Restatement regulatory

"filed Articles of Amendment and Restatement (the “Charter”) with the State Department"

maximum leverage ratio financial

"Borrowings under the Credit Facility are subject to compliance with a maximum leverage ratio."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Blackstone Digital Infrastructure Trust Inc. (BXDC) raise in its IPO?

Blackstone Digital Infrastructure Trust Inc. completed an initial public offering expected to generate $2.0 billion in gross proceeds. The offering was priced at $20.00 per share, and underwriters fully exercised their option to buy additional shares on May 15, 2026.

How many BXDC shares are outstanding after the IPO?

After giving effect to the underwriters’ exercised option, Blackstone Digital Infrastructure Trust Inc. will have 100.6 million shares of common stock outstanding. The IPO initially sold 87,500,000 shares, with the additional shares expected to close on May 20, 2026, subject to customary conditions.

What is the size and structure of BXDC’s new revolving credit facility?

BXDC’s operating partnership entered into a senior secured revolving credit facility with initial commitments of $1.0 billion, expandable to $4.0 billion. The facility carries leverage-based interest margins, a 0.350% annual commitment fee on unused commitments, and no scheduled amortization payments.

When does the BXDC credit facility mature and can it be extended?

The revolving credit facility matures on the fourth anniversary of its closing date. It includes a one-year committed extension before maturity and additional one-year extensions at each lender’s option on each anniversary, all subject to customary conditions being satisfied.

How does BXDC plan to use its IPO net proceeds?

Blackstone Digital Infrastructure Trust Inc. intends to invest the IPO net proceeds primarily in newly constructed, income-generating, stabilized data center assets. These investments are expected to follow the company’s stated digital infrastructure investment strategy described in its prospectus.

What key governance and compensation documents did BXDC adopt?

BXDC finalized several documents, including a Registration Rights Agreement, a Management Agreement, a Stock Incentive Plan, and amended and restated Charter and Bylaws. Their material terms are substantially the same as those previously filed and described in the IPO prospectus.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:15 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 13, 2026

Blackstone Digital Infrastructure Trust Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland		001- 43291		41-2751600
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

345 Park Avenue, New York, NY 10154

(Address of Principal Executive Offices) (Zip Code)

(212) 583-5000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common stock par value $0.01 per share		BXDC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01 Entry into a Material Definitive Agreement.

Registration Rights Agreement and Management Agreement

In connection with the initial public offering by Blackstone Digital Infrastructure Trust Inc. (the “Company”) of its common stock, par value $0.01 per share (the “Common Stock”), described in the Company’s prospectus dated May 13, 2026 (the “Prospectus”), filed with the Securities and Exchange Commission on May 15, 2026 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which is deemed to be part of the Company’s Registration Statement on Form S-11 (File No. 333-294977) (as amended, the “Registration Statement”), on May 15, 2026, the following agreements were entered into:

(1) the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of May 15, 2026, by and among the Company, Blackstone Treasury Holdings III L.L.C., a Delaware limited liability company, and BX REIT Advisors L.L.C., a Delaware limited liability company (the “Manager”); and

(2) the Management Agreement (the “Management Agreement”), dated as of May 15, 2026, by and among the Company, BXDC Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and the Manager.

The Registration Rights Agreement and the Management Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The material terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described in the Prospectus. Certain parties to these agreements have various relationships with the Company. For further information, see “Certain Relationships and Related Party Transactions” in the Prospectus.

Revolving Credit Facility

On May 15, 2026, the Operating Partnership, which is referred to in this section as the “Borrower,” entered into a $1.0 billion senior secured revolving credit facility with Citibank, N.A., as administrative agent, and the lenders from time to time party thereto (the “Credit Facility”).

The Credit Facility includes borrowing capacity available for letters of credit and also provides the Borrower with the option to increase the size of the Credit Facility to an aggregate amount of revolving commitments not to exceed (after giving effect to all incremental commitments) $4.0 billion, subject to satisfying certain conditions. Borrowings under the Credit Facility are subject to compliance with a maximum leverage ratio.

Interest Rate and Fees

Borrowings under the Credit Facility bear interest, at the Borrower’s option, at a rate equal to a margin over either (a) a base rate determined by reference to the greatest of (1) the “prime rate” as quoted by the Wall Street Journal, (2) the federal funds effective rate plus 0.50% and (3) the SOFR rate that would be payable on such day for a SOFR rate loan with a one-month interest period plus 1.00%, (b) a SOFR rate determined by reference to the secured overnight financing rate published by the Federal Reserve Bank of New York for the interest period relevant to such borrowing or (c) a rate determined by the relevant rate administrator for loans denominated in euros, Sterling or Canadian Dollars. The margin for the Credit Facility is based on a leverage ratio grid ranging from 1.00% per annum to 1.50% per annum, in the case of base rate loans, 2.00% per annum to 2.50% per annum, in the case of SOFR rate loans, and 2.00% per annum to 2.50% per annum, in the case of loans denominated in euros, Sterling or Canadian Dollars.

In addition to paying interest on outstanding principal under the Credit Facility, the Borrower is required to pay a commitment fee to the lenders under the Credit Facility in respect of the unutilized commitments thereunder at a rate equal to 0.350% per annum. The Borrower is also required to pay customary letter of credit fees.

Prepayments

If on the last day of each fiscal quarter the leverage ratio exceeds the maximum leverage ratio, a mandatory prepayment will be triggered in an aggregate amount equal to the least of (x) the amount necessary as of such date to cause the leverage ratio to no longer exceed the maximum leverage ratio, (y) the amount of all loans under the Credit

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Facility outstanding as of such date and (z) an amount equal to 15.0% of the total revolving commitments as of such date, which amount shall, in each case, be payable ratably on a quarterly basis and subject to a grace period of one full fiscal quarter after which such prepayment is otherwise due, until such time as the leverage ratio no longer exceeds the maximum leverage ratio. In lieu of any mandatory prepayment, the Borrower has the right to cause a sponsor guarantor to provide and maintain a guaranty of obligations.

Amortization and Maturity

The Credit Facility has no amortization payments. The Credit Facility matures on the fourth anniversary of the closing date of the Credit Facility, with a one year committed extension prior to maturity and additional one year extensions at each lender’s option on each anniversary of the closing date of the Credit Facility, in each case, subject to certain customary conditions.

Guarantees and Security

The obligations under the Credit Facility are guaranteed by the direct parent of Borrower and all subsequently organized material domestic wholly-owned subsidiaries of the Borrower that will own collateral, subject to customary exceptions. A security interest is granted in substantially all assets of the Borrower and each future subsidiary guarantor, including a pledge of the equity interests in wholly-owned domestic subsidiaries that (x) directly own unencumbered real estate assets, including undeveloped land, located in the United States or (y) directly or indirectly own equity interests of any subsidiary that owns real estate assets, subject to customary exceptions.

Certain Covenants and Events of Default

The Credit Facility contains certain customary representations and warranties, covenants, reporting requirements and other customary requirements for similar facilities. The Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, the lenders may terminate the commitments and declare the outstanding advances and other obligations under the Credit Facility immediately due and payable.

If an event of default occurs, the lenders will be entitled to take various actions, including the acceleration of amounts due under the Credit Facility and all actions permitted to be taken by a secured creditor.

Certain of the participants in the Credit Facility and their respective affiliates have engaged in, and may in the future engage in, investment banking, advisory roles and other commercial dealings in the ordinary course of business with the Company and/or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The foregoing description of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Blackstone Digital Infrastructure Trust Inc. Stock Incentive Plan

On May 13, 2026, the Company’s Board of Directors and its then-sole stockholder adopted the Blackstone Digital Infrastructure Trust Inc. Stock Incentive Plan (the “Stock Incentive Plan”), in the form previously filed as Exhibit 10.5 to the Registration Statement. For further information regarding the Stock Incentive Plan, see “Executive and Director Compensation — Long-Term Incentive Plan” in the Prospectus. The Stock Incentive Plan is attached hereto as Exhibit 10.4

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and is incorporated herein by reference. The material terms of the Stock Incentive Plan are substantially the same as the terms set forth in the form of such document filed as an exhibit to the Registration Statement and as described in the Prospectus.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 13, 2026, the Company filed Articles of Amendment and Restatement (the “Charter”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”). Effective upon the filing of the Charter with the SDAT on May 13, 2026, the Company’s Amended and Restated Bylaws (the “Bylaws”) became effective. The Charter and the Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. The material terms of the Charter and Bylaws are substantially the same as the terms set forth in the forms previously filed as Exhibits 3.4 and 3.5, respectively, to the Registration Statement and as described in the Prospectus.

Item 8.01 Other Events.

On May 15, 2026, the Company completed its initial public offering of 87,500,000 shares of Common Stock for cash consideration of $20.00 per share (net of underwriting discounts and offering expenses). The Company granted the underwriters a 30-day option to purchase additional shares, which the underwriters exercised in full on May 15, 2026. The closing of the additional shares sold pursuant to the option to purchase additional shares is expected to close on May 20, 2026, subject to customary closing conditions. After giving effect to the closing of the additional shares, the gross proceeds of the initial public offering will be $2.0 billion, and the Company will have 100.6 million outstanding shares of Common Stock. As contemplated in the Prospectus, the Company intends to invest the net proceeds from the offering primarily in newly-constructed, income-generating, stabilized data center assets in accordance with the Company’s investment strategy.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Articles of Amendment and Restatement of Blackstone Digital Infrastructure Trust Inc., dated as of May 13, 2026.
3.2		Amended and Restated Bylaws of Blackstone Digital Infrastructure Trust Inc., dated as of May 13, 2026.
10.1		Registration Rights Agreement, dated as of May 15, 2026, by and among the Company, Blackstone Treasury Holdings III L.L.C. and the Manager.
10.2		Management Agreement, dated as of May 15, 2026, by and among the Company, the Operating Partnership and the Manager.
10.3		Revolving Credit Agreement, dated as of May 15, 2026, by and among BXDC Operating Partnership LP, as borrower, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto.
10.4		Blackstone Digital Infrastructure Trust Inc. Stock Incentive Plan (incorporated by reference to Exhibit  4.3 filed with the Registrant’s Registration Statement on Form S-8 (File No. 333-295854) filed with the Securities and Exchange Commission on May  13, 2026).

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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 hereunto duly authorized.

BLACKSTONE DIGITAL INFRASTRUCTURE TRUST INC.
By:		/s/ Anthony F. Marone, Jr.
		Name: Anthony F. Marone, Jr.
		Title:  Chief Financial Officer and Treasurer

Date: May 19, 2026

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 110.1 KB
• EX-10.2 EX-10.2 157.8 KB
• EX-10.3 EX-10.3 668.4 KB

Other Documents

• EX-3.1 EX-3.1 90.3 KB
• EX-3.2 EX-3.2 120.7 KB