DLR raises €1.38B via 2033 and 2037 Euro-denominated green notes

Rhea-AI Filing Summary

Digital Realty Trust, Inc. and its operating partnership announced that wholly owned finance subsidiary Digital Euro Finco, LLC issued €600,000,000 of 3.750% Guaranteed Notes due 2033 and €800,000,000 of 4.250% Guaranteed Notes due 2037. These senior unsecured Euro-denominated notes are fully and unconditionally guaranteed by Digital Realty Trust, Inc. and Digital Realty Trust, L.P. and were sold outside the United States under Regulation S.

Net proceeds were approximately €1,384.7 million after managers’ discounts and expenses. The company plans to allocate an amount equal to these proceeds to a portfolio of Eligible Green Projects such as renewable energy, energy efficiency, pollution prevention, clean transportation, sustainable water and wastewater management, climate change adaptation and green buildings. Until allocated, an amount equal to the proceeds may be used to repay borrowings under global revolving credit facilities, acquire properties or businesses, fund development, invest in interest-bearing instruments consistent with REIT status, and for working capital or other general corporate purposes, including repayment or redemption of other equity or debt.

Insights

Real estate credit and capital structure analyst

Digital Realty adds €1.4B of Euro debt, earmarked for green projects.

Digital Realty, through Digital Euro Finco, LLC, issued €600,000,000 3.750% Guaranteed Notes due 2033 and €800,000,000 4.250% Guaranteed Notes due 2037. These are senior unsecured obligations, fully guaranteed by the REIT and its operating partnership, and sold under Regulation S, which keeps them outside U.S. public registration.

Net proceeds of about €1,384.7 million are intended to be allocated to a defined pool of Eligible Green Projects, spanning renewable energy, energy efficiency, pollution prevention, clean transportation, sustainable water and wastewater management, climate change adaptation and green buildings. This links a sizable portion of the company’s funding to specific sustainability-focused investments.

The notes include standard REIT-style covenants limiting additional indebtedness and requiring a pool of unencumbered assets, plus make-whole call provisions and tax gross-up language with an issuer call if certain tax changes occur. Coupons of 3.750% and 4.250%, with maturities extending to 2033 and 2037, help term out funding for long-lived data center assets; actual balance sheet impact will be seen in subsequent periodic reports.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): November 20, 2025

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.)

2323 Bryan Street, Suite 1800 Dallas, Texas		75201
(Address of principal executive offices)		(Zip Code)

(214) 231-1350

(Registrant’s telephone number, including area code)

N/A

(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(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 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.

The Euro Notes are senior unsecured obligations of Digital Euro Finco, LLC and rank equally in right of payment with all of Digital Euro Finco, LLC’s other existing and future senior unsecured and unsubordinated indebtedness. Digital Euro Finco, LLC’s obligations under the Euro Notes are fully and unconditionally guaranteed by Digital Realty Trust, Inc. and the operating partnership.

The Euro Notes are redeemable in whole at any time or in part from time to time, at Digital Euro Finco, LLC’s option, at a redemption price equal to the sum of:

• an amount equal to 100% of the principal amount of the Euro Notes to be redeemed plus accrued and unpaid interest up to, but not including, the redemption date; and

• a make-whole premium calculated in accordance with the terms of the Indenture.

Notwithstanding the foregoing, if any of the 2033 Notes are redeemed on or after 90 days prior to the maturity date of the 2033 Notes or any of the 2037 Notes are redeemed on or after 90 days prior to the maturity date of the 2037 Notes, the redemption price for the applicable series of Euro Notes will not include a make-whole premium.

All payments of principal and interest on the Euro Notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, assessment or other governmental charge imposed by the United States or a political subdivision or taxing authority thereof or therein having power to tax, unless the withholding of such tax, assessment or governmental charge is required by law or the official interpretation or administration thereof. In the event such withholding or deduction of taxes is required by law, then, subject to certain exceptions (including any taxes, assessments or other governmental charges imposed by the United States or a political subdivision or taxing authority thereof or therein having power to tax), Digital Euro Finco, LLC will pay such “additional amounts” necessary so that the net payment of the principal of and interest on the Euro Notes to a holder who is not a United States person for United States federal income tax purposes, including additional amounts, after the withholding or deduction, will not be less than the amount provided in such Euro Notes to be then due and payable.

If, due to certain changes in tax law, Digital Euro Finco, LLC has or will become obligated to pay additional amounts on the Euro Notes or if there is a substantial probability that Digital Euro Finco, LLC will become obligated to pay additional amounts on the Euro Notes, then Digital Euro Finco, LLC may, on giving not less than 15 days’ nor more than 45 days’ notice, at its option, redeem the Euro Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Euro Notes to be redeemed, together with interest accrued and unpaid to the date fixed for redemption.

Certain events are considered events of default, which may result in the accelerated maturity of the 2033 Notes or the 2037 Notes, including:

• a default for 30 days in payment of any installment of interest under the Euro Notes of such series;

• a default in the payment of the principal amount or redemption price due with respect to the Euro Notes of such series, when the same becomes due and payable;

• Digital Euro Finco, LLC’s, Digital Realty Trust, Inc.’s, or the operating partnership’s failure to comply with any of their respective other agreements in the applicable series of Euro Notes or the applicable Indenture upon receipt by Digital Euro Finco, LLC, Digital Realty Trust, Inc., or the operating partnership of notice of such default from the trustee or from holders of not less than 25% in aggregate principal amount of the Euro Notes of such series then outstanding and Digital Euro Finco, LLC’s, Digital Realty Trust, Inc.’s, or the operating partnership’s failure to cure (or obtain a waiver of) such default within 90 days after receipt of such notice;

• failure to pay any indebtedness (other than non-recourse indebtedness) that is (a) of Digital Euro Finco, LLC, Digital Realty Trust, Inc., the operating partnership, any subsidiary in which the operating partnership has invested at least $125,000,000 in capital, which we refer to as a Significant Subsidiary, or any entity in which the operating partnership is the general partner, and (b) in an outstanding principal amount in excess of $125,000,000 at final maturity or upon acceleration after the expiration of any applicable grace period, which indebtedness (other than non-recourse indebtedness) is not discharged, or such default in payment or acceleration is not cured or rescinded, within 60 days after written notice to Digital Euro Finco, LLC from the trustee (or to Digital Euro Finco, LLC and the trustee from holders of at least 25% in principal amount of the outstanding Euro Notes of such series); or

• certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of Digital Euro Finco, LLC, Digital Realty Trust, Inc., the operating partnership or any Significant Subsidiary or any substantial part of their respective property.

Item  9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Indenture, dated as of November 20, 2025, among Digital Euro Finco, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., 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, including the form of the 3.750% Guaranteed Notes due 2033.
4.2		Indenture, dated as of November 20, 2025, among Digital Euro Finco, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., 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, including the form of the 4.250% Guaranteed Notes due 2037.
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: November 20, 2025

		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