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Digital Realty (DLR) completes Blackstone JV buyout and backs $185 secondary share sale

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Digital Realty Trust, Inc. completed the previously disclosed acquisition of all of Blackstone’s interests in the Digital Carver Dulles 9 and Digital Carver Brickyard joint ventures. To facilitate related equity arrangements, the company filed Articles Supplementary in Maryland classifying 12,310,249 authorized common shares as non-voting common stock. These non-voting shares carry the same economic terms as common stock but lack voting rights and automatically convert into voting common shares when transferred to unaffiliated holders. On July 1, 2026, Blackstone completed an underwritten public offering of 12,310,249 common shares, issued upon conversion of an equal number of non-voting shares, at $185.00 per share. All sale proceeds went to Blackstone, while Digital Realty provided customary representations, warranties, and indemnification to the underwriter under a June 29, 2026 underwriting agreement.

Positive

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Insights

Digital Realty settles JV ownership with Blackstone and supports a large secondary share sale.

Digital Realty has acquired Blackstone’s remaining interests in two data center joint ventures, simplifying ownership of the Digital Carver Dulles 9 and Brickyard assets. This can streamline governance and align cash flows, though the excerpt does not quantify financial impacts or consideration.

Separately, 12,310,249 shares of non-voting common stock were created and structured to match regular common economically but without voting rights until sold to unaffiliated holders. Blackstone then sold the same number of common shares in an underwritten offering at $185.00 per share, receiving all proceeds.

The transaction removes a large block held by a financial sponsor and disperses it via a public offering, which can change the shareholder mix without raising new capital for the company. Future filings may provide more detail on how the JV buyout affects Digital Realty’s earnings and leverage profile over subsequent reporting periods.

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 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, and exhibit attachments filed with this report.
Non-voting shares designated 12,310,249 shares Shares of authorized common stock classified as non-voting common stock
Shares sold by Blackstone 12,310,249 shares Common shares sold in an underwritten public offering
Offering price $185.00 per share Price to the public in Blackstone’s underwritten offering
Form S-3 shelf File Nos. 333-293494, 333-293494-01 Effective shelf registration used for the prospectus supplement
Articles Supplementary 1 charter amendment Filed in Maryland to designate non-voting common stock
Exhibits filed 1.1, 3.1, 5.1, 23.1, 104 Underwriting agreement, charter amendment, legal opinion, consent, data file
non-voting common stock financial
"classifying and designating 12,310,249 shares of its authorized common stock ... as shares of non-voting common stock"
A non-voting common stock is an ownership share in a company that gives holders the same economic rights as regular shares—such as claiming a portion of profits and benefiting from price gains—but does not give the holder the right to vote on corporate decisions. Think of it like owning a seat on a train that shares the ride’s benefits but not the ability to steer the engine; investors care because it affects their influence over management, potential control disputes, and sometimes the stock’s price or attractiveness.
Articles Supplementary regulatory
"filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary"
Additional provisions added to a company’s formal rulebook that change or expand how the company is governed, how shares behave, or how decisions are made. Think of them as extra house rules that can alter voting power, dividend rights, or how shares are issued and transferred; investors care because these changes can affect ownership control, potential returns, and the value or liquidity of their holdings.
underwritten public offering financial
"Blackstone completed an underwritten public offering of 12,310,249 shares of common stock"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
shelf registration statement on Form S-3 regulatory
"filed with the Securities and Exchange Commission pursuant to our effective shelf registration statement on Form S-3"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
underwriting agreement financial
"entered into an underwriting agreement ... among Digital Realty, the operating partnership, Blackstone and Morgan Stanley & Co. LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
indemnification and contribution provisions regulatory
"indemnification and contribution provisions under which the company and Blackstone have agreed to indemnify the underwriter"
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Understanding 8-K Material Events →
00014948770001297996falsefalse 0001297996 2026-06-29 2026-06-29 0001297996 dlr:DigitalRealtyTrustLPMember 2026-06-29 2026-06-29 0001297996 us-gaap:CommonStockMember 2026-06-29 2026-06-29 0001297996 dlr:SeriesJPreferredStockMember 2026-06-29 2026-06-29 0001297996 dlr:SeriesKPreferredStockMember 2026-06-29 2026-06-29 0001297996 dlr:SeriesLPreferredStockMember 2026-06-29 2026-06-29
 
 
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): June 29, 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.: ☐
 
 
 
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 3.03
Material Modifications to Rights of Security Holders.
In connection with the closing of the Blackstone Acquisition (as defined in Item 8.01 below), on June 30, 2026, Digital Realty Trust, Inc. filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary, which we refer to as the Articles Supplementary, to its charter, classifying and designating 12,310,249 shares of its authorized common stock, par value $0.01 per share (the “common stock”), as shares of
non-voting
common stock, $0.01 par value per share (the
“non-voting
common stock”). As set forth in the Articles Supplementary, the
non-voting
common stock has identical preferences, rights, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as the common stock of Digital Realty Trust, Inc., except that the
non-voting
common stock does not have any voting rights, and each share of
non-voting
common stock automatically and without any action on the part of the holder thereof converts into one share of common stock upon a transfer of such share of
non-voting
common stock by the initial holder or an affiliate thereof to a person not affiliated with the initial holder. For the avoidance of doubt, following the conversion of any shares of
non-voting
common stock, such shares are automatically retired and restored to the status of authorized but unissued shares of common stock.
The foregoing description of the Articles Supplementary is a summary and, as such, does not purport to be complete and is qualified in its entirety by reference to the Articles Supplementary, which are filed as Exhibit 3.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
 
Item 8.01
Other Events
On June 30, 2026, the company completed its previously-disclosed acquisition from affiliates of Blackstone Inc. (collectively, “Blackstone”) of all of Blackstone’s interests in the Digital Carver Dulles 9 and Digital Carver Brickyard joint ventures (the “Blackstone Acquisition”).
On July 1, 2026, Blackstone completed an underwritten public offering of 12,310,249 shares of common stock, which were issued upon conversion of an equal number of shares of
non-voting
common stock held by Blackstone, at a price per share to the public of $185.00. The company did not receive any proceeds from the sale of shares of common stock by Blackstone.
In connection with the offering, Digital Realty and the operating partnership entered into an underwriting agreement (the “underwriting agreement”), dated June 29, 2026, among Digital Realty, the operating partnership, Blackstone and Morgan Stanley & Co. LLC as underwriter (the “underwriter”). The underwriting agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the company and Blackstone have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. A copy of the underwriting agreement is attached as Exhibit 1.1 to this Current Report on Form
8-K
and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibit.
The shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to our effective shelf registration statement on Form
S-3
(File Nos.
333-293494
and
333-293494-01).
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.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit
Number
   
Description
 1.1    Underwriting Agreement, dated as of June 29, 2026, among Digital Realty Trust, Inc., Digital Realty Trust, L.P., the selling stockholders party thereto, and Morgan Stanley & Co. LLC as underwriter
 3.1    Articles Supplementary designating Non-Voting Common Stock of Digital Realty Trust, Inc.
 5.1    Opinion of Venable LLP.
23.1    Consent of Venable LLP (included in Exhibit 5.1).
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: July 1, 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

FAQ

What did Digital Realty (DLR) announce regarding its joint ventures with Blackstone?

Digital Realty completed the acquisition of all of Blackstone’s interests in the Digital Carver Dulles 9 and Digital Carver Brickyard joint ventures. This consolidates ownership of those data center assets under Digital Realty, although the excerpt does not disclose purchase price or detailed financial impact.

How many Digital Realty shares did Blackstone sell and at what price?

Blackstone sold 12,310,249 shares of Digital Realty common stock in an underwritten public offering at $185.00 per share. These shares were issued upon conversion of an equal number of non-voting common shares that Blackstone previously held under the company’s charter structure.

Did Digital Realty (DLR) receive any proceeds from Blackstone’s share offering?

Digital Realty did not receive any proceeds from Blackstone’s sale of 12,310,249 common shares. All proceeds from the underwritten public offering went to Blackstone as the selling stockholder, while Digital Realty participated by providing customary representations and indemnification to the underwriter.

What is Digital Realty’s new non-voting common stock and how does it work?

Digital Realty designated 12,310,249 authorized common shares as non-voting common stock with identical economic terms to regular common shares. These non-voting shares automatically convert into voting common stock when transferred by the initial holder or its affiliates to an unaffiliated person, at which point the retired non-voting shares return to authorized status.

Under which registration did Blackstone’s Digital Realty share sale occur?

Blackstone’s sale of 12,310,249 Digital Realty common shares was conducted under a prospectus supplement and related prospectus. These were filed pursuant to Digital Realty’s effective shelf registration statement on Form S-3, identified by File Nos. 333-293494 and 333-293494-01 with the Securities and Exchange Commission.

Filing Exhibits & Attachments

4 documents

Other Documents