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[Form 4] DIGITAL REALTY TRUST, INC. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Andrew Power, President and CEO and a director of Digital Realty Trust, Inc. (DLR), reported conversions and sales of company equity under a 10b5-1 plan. Mr. Power converted vested long-term incentive units into common limited partnership units and then redeemed those units for shares of the issuer, and sold those shares on 09/12/2025 and 09/15/2025. The Form 4 reports acquisitions of 4,731 and 53,269 shares by conversion, followed by sales of the same amounts, leaving 0 shares owned from those specific transactions.

The sales were effected pursuant to a Rule 10b5-1 plan adopted May 5, 2025. Reported weighted-average sale prices were approximately $175.10 (09/12) and $175.16 (09/15). The filing clarifies that the conversions and redemptions followed the Operating Partnership agreement and were reported concurrently for the partnership.

Positive

  • Transactions were executed under a documented Rule 10b5-1 plan, indicating pre-scheduled trading and reduced risk of alleged insider trading.
  • Filing discloses linkage between long-term incentive unit conversion, redemption, and share sales, improving transparency about the mechanics of the transactions.

Negative

  • Executive sold 58,000 shares (4,731 on 09/12/2025 and 53,269 on 09/15/2025), which may be viewed negatively by some investors seeking insider confidence.
  • Weighted-average sale prices reported at approximately $175.10 and $175.16 could be interpreted as partial monetization of compensation tied to company equity.

Insights

TL;DR: Insider converted incentive units and sold the resulting shares under a pre-established 10b5-1 plan; disclosure appears procedurally compliant.

The transactions show an executive following the mechanics of the Operating Partnership Agreement to convert profits interest units to Common Units and redeem for issuer shares, then executing sales under a documented Rule 10b5-1 plan adopted May 5, 2025. From a governance perspective, the filing provides clear linkage between unit conversion, redemption and subsequent sales, and includes weighted-average prices and transaction dates, which supports transparency. There is no additional information here about overall beneficial ownership beyond the reported transactions.

TL;DR: Executive sold a total of 58,000 shares in mid-September at ~ $175, executed under a 10b5-1 program; impact appears informational, not novel.

Mr. Power reported conversions of 4,731 and 53,269 Long-Term Incentive Units and immediate sales of the equivalent shares on 09/12/2025 and 09/15/2025, with weighted-average prices reported at approximately $175.10 and $175.16. These are standard insider liquidity transactions under a preset trading plan. Absent additional context on total insider holdings or motivations, the transactions are routine and do not, by themselves, signal a material change in company fundamentals.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Power Andrew

(Last) (First) (Middle)
2323 BRYAN STREET, STE. 1800

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DIGITAL REALTY TRUST, INC. [ DLR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT AND CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/12/2025 M(1) 4,731(2) A $0 4,731 D
Common Stock 09/12/2025 S 4,731(2) D $175.1(3) 0 D
Common Stock 09/15/2025 M(1) 53,269(2) A $0 53,269 D
Common Stock 09/15/2025 S 53,269(2) D $175.16(4) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Long-Term Incentive Units(2) (2) 09/12/2025 M 4,731(5) (2) (6) Common Stock 4,731 $0 397,970 D
Long-Term Incentive Units(2) (2) 09/15/2025 M 53,269(5) (2) (6) Common Stock 53,269 $0 344,701 D
Explanation of Responses:
1. The reporting person converted long-term incentive units into common limited partnership units ("Common Units") of Digital Realty Trust, L.P. (the "Operating Partnership"), of which the Issuer is the general partner, and subsequently redeemed the Common Units for shares of the common stock of the Issuer, all in accordance with the requirements of the Limited Partnership Agreement of the Operating Partnership.
2. Long-Term Incentive Units are profits interest units in Digital Realty Trust, L.P. ("Operating Partnership"), of which the Issuer is the general partner. Profits interest units may initially not have full parity with common limited partnership units of Operating Partnership ("Common Units") with respect to liquidating distributions; however upon the occurrence of specified events, profits interest units may achieve full parity with Common Units for all purposes. Vested profits interest units that have achieved full parity with Common Units may be converted into an equal number of Common Units on a 1-for-1 basis at any time. Common Units are redeemable for cash based on the FMV of an equivalent number of shares of common stock of the Issuer, or, at the election of the Issuer, for an equal number of shares of the Issuer's common stock, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions or similar events.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.00 to 175.46.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.00 to $175.68.
5. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by Mr. Power on May 5, 2025.
6. N/A
Remarks:
The statement of changes in beneficial ownership of securities ("Form 4") of the Issuer is being filed to report transactions that are being reported concurrently on a Form 4 for the Operating Partnership.
/s/ Salini Nandipati, Attorney-in-Fact 09/16/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Andrew Power (DLR) report on this Form 4?

The filing reports that Mr. Power converted vested long-term incentive units into Common Units, redeemed those units for issuer shares, and sold 4,731 shares on 09/12/2025 and 53,269 shares on 09/15/2025.

Were the sales executed under a 10b5-1 trading plan?

Yes. The transactions were effected pursuant to a Rule 10b5-1 plan adopted by Mr. Power on May 5, 2025.

What prices were the shares sold for?

The Form reports weighted-average prices: about $175.10 for the 09/12/2025 sales (range $175.00–$175.46) and about $175.16 for the 09/15/2025 sales (range $175.00–$175.68).

Did these transactions change Mr. Power’s beneficial ownership from these specific units?

Yes. After the reported conversions and sales, the Form shows 0 shares remaining from the reported transactions.

How were the long-term incentive units treated in these transactions?

Vested profits interest units that achieved parity with Common Units were converted 1-for-1 into Common Units, which were then redeemed for issuer shares or cash in accordance with the Operating Partnership agreement.
Digital Rlty Tr Inc

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REIT - Specialty
Real Estate Investment Trusts
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United States
DALLAS