Digital Realty (DLR) CFO acquires 9,139 long-term incentive units in grant

Rhea-AI Filing Summary

Digital Realty Trust CFO Matt Mercier reported acquiring 9,139 Long-Term Incentive Units at a price of $0.00 per unit, bringing his directly held derivative units to 81,626. These units relate to an award initially granted on April 8, 2023, whose performance condition was determined satisfied on February 20, 2026.

The 9,139 units include 891 distribution equivalent units that vested as of December 31, 2025. The remaining 8,248 units are subject to additional time-based vesting, with 50% scheduled to vest annually over two years, beginning on February 27, 2026. The vested profits interest units have no expiration date.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Mercier Matt

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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

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(1)	(1)	02/20/2026		A		9,139(2)		(2)	(2)	Common Stock	9,139	$0	81,626	D

Explanation of Responses:

1. 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.

2. Reflects an award initially granted on April 8, 2023 that was subject to a performance-based vesting condition which was determined to be satisfied on February 20, 2026. The number of units reported herein includes 891 distribution equivalent units, which vested effective as of December 31, 2025. The remaining 8,248 units are subject to an additional time-based vesting condition, pursuant to which 50% of the units will vest annually over two years, beginning on February 27, 2026. The vested profits interest units have no expiration date.

Remarks:

This 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	02/23/2026
	** 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 insider transaction did Digital Realty (DLR) report for CFO Matt Mercier?

Digital Realty reported CFO Matt Mercier acquiring 9,139 Long-Term Incentive Units at $0.00 per unit. This award increased his directly held derivative units to 81,626, reflecting performance-based equity compensation tied to prior grants and vesting conditions.

When was the long-term incentive award for Digital Realty (DLR) CFO originally granted?

The long-term incentive award was initially granted on April 8, 2023. Its performance-based vesting condition was later determined satisfied on February 20, 2026, triggering recognition of 9,139 Long-Term Incentive Units in this insider transaction report.

How many Digital Realty (DLR) units for the CFO are subject to additional time-based vesting?

Out of the 9,139 reported units, 8,248 are subject to additional time-based vesting. Half of these units will vest annually over two years, beginning on February 27, 2026, aligning vesting with a multi-year service period.

What are distribution equivalent units in the Digital Realty (DLR) CFO’s award?

The filing notes that 891 of the 9,139 units are distribution equivalent units. These units vested effective December 31, 2025, representing amounts credited alongside distributions on underlying partnership units within the long-term incentive structure.

Can the Digital Realty (DLR) Long-Term Incentive Units be converted into common equity?

The Long-Term Incentive Units are profits interest units in Digital Realty Trust, L.P. Vested units that achieve full parity with Common Units may be converted 1-for-1 into Common Units, which are redeemable for cash or, at the issuer’s election, common stock.

Do the vested long-term incentive units for Digital Realty (DLR) CFO have an expiration date?

According to the disclosure, the vested profits interest units have no expiration date. Once vested and, if applicable, at full parity with Common Units, they remain outstanding without a stated maturity or expiry in the award terms.