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 1.01. Entry into a Material Definitive Agreement.
On November 20, 2025, Digital Euro Finco, LLC, a wholly owned indirect finance subsidiary of the operating partnership, issued and sold €600,000,000 aggregate principal amount of 3.750% Guaranteed Notes due 2033 denominated in Euros (the “2033 Notes”) and €800,000,000 aggregate principal amount of 4.250% Guaranteed Notes due 2037 denominated in Euros (the “2037 Notes” and together with the 2033 Notes, the “Euro Notes”). The Euro Notes are senior unsecured obligations of Digital Euro Finco, LLC and are fully and unconditionally guaranteed by Digital Realty Trust, Inc. and the operating partnership. The Euro Notes were sold outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Euro Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to United States persons (within the meaning of Regulation S under the Securities Act) absent registration or an applicable exemption from registration requirements.
The terms of each series of Euro Notes are governed by an indenture, each dated as of November 20, 2025, among Digital Euro Finco, LLC, Digital Realty Trust, Inc., the operating partnership, Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar (each, an “Indenture” and together, the “Indentures”), copies of which are attached hereto as Exhibits 4.1 and 4.2 and incorporated herein by reference. The Indentures contain various restrictive covenants, including limitations on our ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. The descriptions of the Indentures, the Euro Notes and the guarantees in this report are summaries and are qualified in their entirety by the terms of the Indentures, including the forms of the Euro Notes included therein.
Net proceeds from the offering of the Euro Notes were approximately €1,384.7 million after deducting managers’ discounts and estimated offering expenses. We intend to allocate an amount equal to the net proceeds from the offering of the Euro Notes to finance or refinance, in part or in full, new and/or existing renewable energy, energy efficiency, pollution prevention and control, environmentally sustainable management of living natural resources and land use, terrestrial and aquatic biodiversity, clean transportation, sustainable water and wastewater management, climate change adaptation and green building projects, including the development and redevelopment of such projects (collectively, “Eligible Green Projects”). Pending the allocation of the net proceeds of the Euro Notes to Eligible Green Projects, all or a portion of an amount equal to the net proceeds from the Euro Notes may be used to temporarily repay borrowings outstanding under the operating partnership’s global revolving credit facilities, acquire additional properties or businesses, fund development opportunities, invest in interest-bearing accounts and short-term, interest-bearing securities which are consistent with Digital Realty Trust, Inc.’s intention to qualify as a REIT for U.S. federal income tax purposes, and to provide for working capital and other general corporate purposes, including potentially for the repayment of other debt, or the redemption, repurchase, repayment or retirement of outstanding equity or debt securities, or a combination of the foregoing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
On November 20, 2025, Digital Euro Finco, LLC, a wholly owned indirect finance subsidiary of the operating partnership, issued and sold €600,000,000 aggregate principal amount of 2033 Notes and €800,000,000 aggregate principal amount of 2037 Notes. The purchase price paid by the initial purchasers for the 2033 Notes was 99.935% of the principal amount thereof and for the 2037 Notes was 99.364% of the principal amount thereof. The 2033 Notes bear interest at the rate of 3.750% per annum and will mature on January 15, 2033. The 2037 Notes bear interest at the rate of 4.250% per annum and will mature on November 20, 2037. Interest is payable on the 2033 Notes on January 15th of each year beginning on January 15, 2026. Interest is payable on the 2037 Notes on November 20th of each year beginning on November 20, 2026.
