Digital Realty sets $7.5B ATM stock program

Digital Realty entered into a new ATM Equity Offering Sales Agreement that allows it to offer and sell up to $7.5 billion of common stock from time to time through a group of banks as sales agents, principals, and forward counterparties.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Digital Realty entered into a new ATM Equity Offering Sales Agreement that allows it to offer and sell up to $7.5 billion of common stock from time to time through a group of banks as sales agents, principals, and forward counterparties.

The company may also use forward sale agreements, where banks borrow and sell shares now and Digital Realty later settles in cash or shares, receiving proceeds on physical settlement. Commissions to agents and forward purchasers are up to 2.0% of the gross sales price.

Digital Realty plans to contribute net proceeds to its operating partnership to temporarily repay borrowings under global revolving credit facilities, fund acquisitions and development, and for general corporate purposes, including potential repayment, repurchase, or retirement of other debt.

Insights

Digital Realty adds a large, flexible equity-raising tool via a $7.5 billion ATM and forward structure.

Digital Realty established an at-the-market equity program with capacity to issue up to $7.5 billion of common stock, including through forward sale agreements. This gives management flexibility to issue equity gradually into the market or through counterparties while aligning timing with capital needs.

The company intends to use net proceeds contributed to its operating partnership to repay borrowings on global revolving credit facilities, fund acquisitions and development, and for working capital and other corporate purposes, including debt repayment or retirement. Actual dilution and balance-sheet impact will depend on how much of the capacity is used and whether forward agreements are settled physically, in cash, or in shares.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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

ATM program size: $7,500,000,000 aggregate offering price Agent commission cap: 2.0% of gross sales price per share Forward purchaser compensation cap: 2.0% of gross sales price of borrowed shares +3 more

6 metrics

ATM program size $7,500,000,000 aggregate offering price Maximum Amount of common stock under new Sales Agreement

Agent commission cap 2.0% of gross sales price per share Maximum commission for agents acting as sales agents

Forward purchaser compensation cap 2.0% of gross sales price of borrowed shares Reduction to initial forward price under each forward sale agreement

Unsold under prior ATM $569.9 million aggregate gross sales price Common stock capacity remaining when prior program was terminated

Shelf registration reference File Nos. 333-293494 and 333-293494-01 Effective shelf registration statement dated February 17, 2026

Program termination conditions Earliest of full usage or termination Offering ends when all stock is sold or Sales Agreement is terminated

Key Terms

ATM Equity Offering Sales Agreement, forward sale agreement, Forward Purchaser, Forward Seller, +2 more

6 terms

ATM Equity Offering Sales Agreement financial

"entered into an ATM Equity Offering Sales Agreement (the “Sales Agreement”)"

forward sale agreement financial

"we may enter into separate forward sale agreements (each, together with any related pricing supplement, a “forward sale agreement”)"

A forward sale agreement is a contract where a holder of securities or assets agrees to sell them at a fixed price on a specific future date, like a farmer locking in a price for next season’s crop. For investors this matters because it creates predictable future cash or supply and reduces price uncertainty, but it can limit upside if prices rise and introduces risk if the other party fails to deliver or payment affects shareholder value through dilution or financing choices.

Forward Purchaser financial

"in such capacity, each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”"

A forward purchaser is an investor or firm that signs an agreement to buy a security or asset at a set price on a specified future date, similar to pre-ordering a product today to receive it later. It matters to investors because the contract locks in a future purchase price and creates a binding commitment that can change a company’s future ownership, available shares, or cash flow; if market prices move, the forward purchaser’s gain or loss is determined by that pre-agreed price rather than current market swings.

Forward Seller financial

"we refer to an Agent ... when acting as sales agent for the relevant Forward Purchaser, as, individually, a “Forward Seller”"

A forward seller is a party that agrees today to sell an asset at a specific price on a set future date. Think of it like agreeing now to sell your car next year for a locked-in price so you don’t worry about market swings; investors use this to protect against falling prices or to lock in predictable cash flow, but it also creates counterparty and timing risk if market conditions change.

shelf registration statement regulatory

"The shares will be issued pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

global revolving credit facilities financial

"use such net proceeds ... to temporarily repay borrowings outstanding under our operating partnership’s global revolving credit facilities"

FAQ

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

What did Digital Realty (DLR) announce in this 8-K filing?

Digital Realty announced a new ATM Equity Offering Sales Agreement allowing it to sell up to $7.5 billion of common stock, including through forward sale agreements with multiple banks, providing flexible access to equity capital for various corporate and financing purposes.

How large is Digital Realty’s new ATM equity program?

The new at-the-market equity program permits Digital Realty to offer and sell up to $7.5 billion in aggregate offering price of common stock. Sales can occur over time through designated agents, acting as sales agents, principals, or forward sellers under the program.

What will Digital Realty use the ATM and forward sale proceeds for?

Digital Realty intends to contribute net proceeds to its operating partnership to repay borrowings under global revolving credit facilities, acquire properties or businesses, fund development opportunities, and for general corporate purposes, including potential repayment, repurchase, or retirement of outstanding debt securities.

How do Digital Realty’s forward sale agreements work under this program?

Under forward sale agreements, a forward purchaser borrows and sells Digital Realty shares through a forward seller to hedge its exposure. Digital Realty later settles, typically receiving cash on physical settlement, with economics adjusted for interest and expected dividends under the specific forward agreement terms.

What fees will Digital Realty pay under the new ATM agreement?

Digital Realty will pay each sales agent a commission of up to 2.0% of the gross sales price per share sold. Forward purchasers receive compensation via up to a 2.0% reduction in the initial forward price on shares sold through forward sellers during the hedge selling period.

What happened to Digital Realty’s previous ATM equity program?

Upon entering the new Sales Agreement, Digital Realty terminated its prior at-the-market program dated December 23, 2024. At termination, common stock with an aggregate gross sales price of about $569.9 million remained unsold under that earlier program.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/04/2026 - 07:43 AM

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 4, 2026

DIGITAL REALTY TRUST, INC.

DIGITAL REALTY TRUST, L.P.

(Exact name of registrant as specified in its charter)


Maryland	001-32336	26-0081711
Maryland	000-54023	20-2402955
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


601 West 2nd Street, Floor 32 Austin, Texas		78701
(Address of principal executive offices)		(Zip Code)

(737)

281-0101

(Registrant’s telephone number, including area code)

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(s)	Name of each exchange on which registered
Common Stock	DLR	New York Stock Exchange
Series J Cumulative Redeemable Preferred Stock	DLR Pr J	New York Stock Exchange
Series K Cumulative Redeemable Preferred Stock	DLR Pr K	New York Stock Exchange
Series L Cumulative Redeemable Preferred Stock	DLR Pr L	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).


Digital Realty Trust, Inc.:		Emerging growth company ☐
Digital Realty Trust, L.P.:		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.

Digital Realty Trust, Inc.: ☐

Digital Realty Trust, L.P.: ☐

Introductory Note

Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “our company,” “the company” or “Digital Realty” refer to Digital Realty Trust, Inc., together with its consolidated subsidiaries, including Digital Realty Trust, L.P., our “operating partnership.”

Item 8.01.

Other Events.

On May 4, 2026, Digital Realty Trust, Inc. and Digital Realty Trust, L.P. entered into an ATM Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc., BNP Paribas Securities Corp., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Huntington Securities, Inc., ING Financial Markets LLC, Jefferies

LLC

, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Nomura Securities Americas Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as sales agent, forward seller and/or principal (collectively, the “Agents”) and the relevant Forward Sellers and Forward Purchasers (each, as defined below), pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $7,500,000,000 (the “Maximum Amount”) from time to time through, at our discretion, any of the Agents as our sales agents, or, if applicable, through the Forward Sellers, acting as agents for the relevant Forward Purchasers, or any of the Agents acting as principals. Upon entry into the Sales Agreement, the Company terminated the Company’s previous

at-the-market

program pursuant to that certain sales agreement, dated December 23, 2024. At the time of such termination, common stock having an aggregate gross sales price of approximately $569.9 million remained unsold under such prior program.

The sales, if any, of our common stock made under the Sales Agreement through any Agent, as our sales agent or through any Forward Seller, will be made by means of ordinary brokers’ transactions at market prices, in negotiated transactions or in transactions that are deemed to be

“at-the-market”

offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Act”), including sales made to or through a market maker other than on an exchange, in block transactions or by any other method permitted by law, at prices related to the prevailing market prices or at negotiated prices subject to certain minimum prices.

We also may sell shares of common stock to each of the Agents, as principal for its own account, at a price to be agreed upon at the time of sale. If we sell shares of our common stock to any of the Agents, as principal, we will enter into a separate terms agreement with such Agent, and, to the extent required by applicable law, we will describe the terms agreement in a separate prospectus supplement or pricing supplement.

The Sales Agreement contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through the Agents as our sales agents, we may enter into separate forward sale agreements (each, together with any related pricing supplement, a “forward sale agreement” and, collectively, the “forward sale agreements”) with any of Bank of America, N.A., Banco Santander, S.A., BNP PARIBAS, Citibank, N.A., Deutsche Bank AG, London Branch, Huntington Securities, Inc., Jefferies LLC, JPMorgan Chase Bank, National Association, New York Branch, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Nomura Global Financial Products, Inc., Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank, UBS AG, London Branch and Wells Fargo Bank, National Association, or one of their respective affiliates (in such capacity, each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”). If we enter into a forward sale agreement with any Forward Purchaser, we expect that such Forward Purchaser, acting in accordance with the mutually accepted instructions related to such forward sale agreement, will attempt to borrow and sell, through the relevant Forward Seller, acting as agent for such Forward Purchaser, shares of our common stock to hedge such Forward Purchaser’s exposure under such forward sale agreement. We refer to an Agent (other than BTIG, LLC, Capital One Securities, Inc., ING Financial Markets LLC and Nomura Securities International, Inc. (acting through BTIG, LLC as its agent)), when acting as sales agent for the relevant Forward Purchaser, as, individually, a “Forward Seller” and, collectively, the “Forward Sellers”. Unless otherwise expressly stated or the context otherwise requires, references herein to the “related” or “relevant” Forward Purchaser mean, with respect to any Agent, the affiliate of such Agent that is acting as Forward Purchaser or, if applicable, such Agent acting in its capacity as Forward Purchaser (except that Nomura Securities International, Inc. (acting through BTIG, LLC as

agent), will act as the Forward Seller for Nomura Global Financial Products, Inc. in its capacity as the Forward Purchaser). We will not initially receive any proceeds from any sale of borrowed shares of our common stock by a Forward Seller in connection with a forward sale agreement as a hedge of such forward sale agreement. In the event of full physical settlement of a forward sale agreement, which we expect to occur on or prior to the maturity date of such forward sale agreement, we expect to receive aggregate cash proceeds equal to the product of the forward sale price under such forward sale agreement and the number of shares of our common stock underlying such forward sale agreement, subject to the price adjustment and other provisions of such forward sale agreement. If, however, we elect to cash settle or net share settle any forward sale agreement, we would expect to receive an amount of proceeds that is significantly lower than the product set forth in the preceding sentence (in the case of any cash settlement) or will not receive any proceeds (in the case of any net share settlement), and we may owe cash (in the case of any cash settlement) or shares of our common stock (in the case of any net share settlement) to the relevant Forward Purchaser.

In no event will the aggregate gross sales price of Shares sold by us to or through the Agents, acting as our sales agents or as principals, and by the Forward Purchasers through the Forward Sellers, exceed the Maximum Amount. We will pay each of the Agents acting as our sales agent a commission that will not exceed, but may be lower than, 2.0% of the gross sales price per share of shares sold through it as our agent under the Sales Agreement. The compensation to each Forward Purchaser will be a mutually agreed commission in the form of a reduction to the initial forward price under the related forward sale agreement that will not exceed, but may be lower than, 2.0% of the gross sales price of the borrowed shares sold through the relevant Forward Seller, during the applicable forward hedge selling period for such shares (which gross sales price will be adjusted for daily accruals based on a floating interest rate and specified amounts related to expected dividends on shares of our common stock if an

“ex-dividend”

date occurs during such forward hedge selling period).

We intend to contribute the net proceeds from any sales of shares of our common stock to or through the Agents and the net cash proceeds from the settlement of any forward sale agreements to our operating partnership, which will subsequently use such net proceeds contributed by us to temporarily repay borrowings outstanding under our operating partnership’s 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. To the extent we use such net proceeds to repay borrowings outstanding under our operating partnership’s global revolving credit facilities and mortgages, certain affiliates of the Agents may receive a portion of such net proceeds through the repayment of those borrowings.

We may instruct any Agent or Forward Seller, as applicable, not to sell our common stock if the sales cannot be effected at or above the price designated by us in any placement notice. We or any of the Agents or Forward Sellers, as applicable, may suspend the offering of our common shares at any time upon proper notice and subject to other conditions. The offering of our common stock pursuant to the Sales Agreement will terminate upon the earlier of (1) the sale of all common stock subject to the Sales Agreement (including shares sold by us to or through the Agents and borrowed shares sold through the Forward Sellers) or (2) termination of the Sales Agreement. The above summary is qualified in its entirety by reference to the Sales Agreement (which includes as an exhibit thereto the form of forward sale agreement) attached as Exhibit 1.1 to this Current Report on Form

8-K

and is incorporated herein by reference.

The shares will be issued pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on February 17, 2026 (File Nos.

333-293494

and

333-293494-01),

and a prospectus supplement, dated May 4, 2026 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Act.

In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this Current Report on Form

8-K

an opinion of our counsel, Venable LLP, regarding certain Maryland law issues regarding our common stock.

The Sales Agents, Forward Purchasers, Forward Sellers and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for us from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

1.1		Sales Agreement, dated as of May 4, 2026, among Digital Realty Trust, Inc. and Digital Realty Trust, L.P. and BofA Securities, Inc., BNP Paribas Securities Corp., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Huntington Securities, Inc., ING Financial Markets LLC, Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Nomura Securities Americas Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as agents and forward sellers, and/or Bank of America, N.A., Banco Santander, S.A., BNP PARIBAS, Citibank, N.A., Deutsche Bank AG, London Branch, Huntington Securities, Inc., Jefferies LLC, JPMorgan Chase Bank, National Association, New York Branch, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Nomura Global Financial Products, Inc., Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank, UBS AG London Branch and Wells Fargo Bank, National Association, as forward purchasers.

5.1		Opinion of Venable LLP.

23.1		Consent of Venable LLP (included in Exhibit 5.1).

99.1		Form of Forward Sale Agreement, by and between Digital Realty Trust, Inc. and a Forward Purchaser (included as part of Exhibit 1.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: May 4, 2026


		Digital Realty Trust, Inc.

By:		/s/ JEANNIE LEE
		Jeannie Lee
		Executive Vice President, General Counsel and Secretary

		Digital Realty Trust, L.P.

By:		Digital Realty Trust, Inc.
		Its general partner

By:		/s/ JEANNIE LEE
		Jeannie Lee
		Executive Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Digital Realty sets $7.5B ATM stock program

Rhea-AI Filing Summary