What is an At-the-Market (ATM) Equity Offering?

An At-the-Market (ATM) Equity Offering allows a company to sell shares of its stock gradually over time, directly into the existing stock market, at prevailing market prices. This offers flexibility for raising capital without significantly impacting the stock price, as opposed to a large, one-time secondary offering.

What is the significance of the forward sale agreements mentioned in the filing?

Forward sale agreements introduce a mechanism where the company agrees to sell shares at a future date, often at a predetermined price or a price based on market conditions at that future time. In this case, forward purchasers may borrow and sell shares to hedge their obligations. This can provide DLR with potential future cash proceeds upon settlement, but the net proceeds could be lower than if shares were sold directly, especially if net share or cash settlement occurs instead of physical settlement.

How will the proceeds from this offering be used by Digital Realty Trust?

The net proceeds from any sales of common stock through this ATM program and from the settlement of forward sale agreements are intended to be contributed to Digital Realty Trust, L.P. (the operating partnership). The operating partnership plans to use these funds for various corporate purposes, including repaying borrowings under its global revolving credit facilities, acquiring properties or businesses, funding development opportunities, and for working capital. Some proceeds may also be used for other debt-related purposes.

Are there any costs associated with this ATM offering?

Yes, there are costs involved. Digital Realty Trust will pay commissions to the agents for shares sold through them, which will not exceed 2.0% of the gross sales price. Additionally, forward purchasers receive compensation, typically in the form of a reduction to the initial forward price, which also will not exceed 2.0% of the gross sales price of the borrowed shares sold to hedge their position.

DIGITAL REALTY TRUST, INC. 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed May 4, 2026. Cited figures are marked; the original filing is the authoritative source.

Digital Realty Trust, Inc. (DLR) has entered into a new At-the-Market (ATM) Equity Offering Sales Agreement, allowing the company to offer and sell shares of its common stock with an aggregate offering price of up to $7.5 billion^a.

This new agreement replaces a prior ATM program, under which approximately $569.9 million^b worth of shares remained unsold. The offering will be conducted through a broad syndicate of agents, acting as sales agents or principals, and also incorporates forward sale agreements. The company has the flexibility to sell shares at prevailing market prices or negotiated prices, with options to suspend sales under certain conditions.

The net proceeds are intended to be contributed to its operating partnership for general corporate purposes, including debt repayment, acquisitions, development, and working capital. The inclusion of forward sale agreements adds a layer of complexity and potential flexibility. Under these arrangements, forward purchasers, through forward sellers, may borrow and sell DLR's shares to hedge their positions.

While DLR will not initially receive proceeds from these borrowed share sales, it expects to receive cash proceeds upon physical settlement of the forward agreements. However, the potential for cash or net share settlement could result in lower or no proceeds for DLR, and potentially a future obligation to deliver cash or shares. Investors should note that while the gross sales price limit is $7.5 billion^c, the net proceeds received by DLR will depend on the settlement method of any forward sale agreements.

02—Key points

Key Highlights

Digital Realty Trust (DLR) has established a new At-the-Market (ATM) Equity Offering with a maximum aggregate offering price of $7.5 billion.
The new ATM program replaces a previous one, under which approximately $569.9 million of shares remained unsold.
The offering involves a large syndicate of financial institutions acting as sales agents, principals, forward sellers, and forward purchasers.
Sales can occur through ordinary brokers' transactions at market prices, negotiated transactions, or other "at-the-market" methods.
Forward sale agreements are part of the offering, allowing for potential future settlement with cash or shares, impacting net proceeds to DLR.
Commissions to agents and compensation to forward purchasers are capped at 2.0% of the gross sales price.
Net proceeds are intended for general corporate purposes, including debt repayment, acquisitions, development, and working capital.

03—Questions

Frequently Asked Questions

What is an At-the-Market (ATM) Equity Offering?
An At-the-Market (ATM) Equity Offering allows a company to sell shares of its stock gradually over time, directly into the existing stock market, at prevailing market prices. This offers flexibility for raising capital without significantly impacting the stock price, as opposed to a large, one-time secondary offering.
What is the significance of the forward sale agreements mentioned in the filing?
Forward sale agreements introduce a mechanism where the company agrees to sell shares at a future date, often at a predetermined price or a price based on market conditions at that future time. In this case, forward purchasers may borrow and sell shares to hedge their obligations. This can provide DLR with potential future cash proceeds upon settlement, but the net proceeds could be lower than if shares were sold directly, especially if net share or cash settlement occurs instead of physical settlement.
How will the proceeds from this offering be used by Digital Realty Trust?
The net proceeds from any sales of common stock through this ATM program and from the settlement of forward sale agreements are intended to be contributed to Digital Realty Trust, L.P. (the operating partnership). The operating partnership plans to use these funds for various corporate purposes, including repaying borrowings under its global revolving credit facilities, acquiring properties or businesses, funding development opportunities, and for working capital. Some proceeds may also be used for other debt-related purposes.
Are there any costs associated with this ATM offering?
Yes, there are costs involved. Digital Realty Trust will pay commissions to the agents for shares sold through them, which will not exceed 2.0% of the gross sales price. Additionally, forward purchasers receive compensation, typically in the form of a reduction to the initial forward price, which also will not exceed 2.0% of the gross sales price of the borrowed shares sold to hedge their position.

04—Continue

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