8-KShareholder MattersOther EventsExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K Report, Rights Modification (Jul 1, 2026)

Filed July 1, 2026For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) filed an 8-K on July 1, 2026, detailing the completion of its acquisition of Blackstone's interests in two joint ventures, Digital Carver Dulles 9 and Digital Carver Brickyard. This strategic move consolidates DLR's ownership in these key data center assets. Following the acquisition, Blackstone completed an underwritten public offering of 12,310,249 shares of DLR's common stock. These shares were initially issued as non-voting common stock by DLR to Blackstone and subsequently converted into voting common stock for the public offering. It's important for investors to note that DLR did not receive any proceeds from this sale, as it was an offering by Blackstone. The non-voting common stock mechanism was established through Articles Supplementary to DLR's charter, which designated specific shares with identical rights to common stock except for voting power and automatic conversion upon transfer to an unaffiliated party.

Key Highlights

  • 1Digital Realty (DLR) completed the acquisition of Blackstone's interests in the Digital Carver Dulles 9 and Digital Carver Brickyard joint ventures on June 30, 2026.
  • 2Blackstone Inc. sold 12,310,249 shares of DLR common stock via an underwritten public offering on July 1, 2026, at $185.00 per share.
  • 3DLR did not receive any proceeds from Blackstone's public offering of DLR shares.
  • 4DLR issued 12,310,249 shares of non-voting common stock to Blackstone as part of the acquisition.
  • 5These non-voting shares automatically converted into voting common stock upon Blackstone's sale to the public.
  • 6The non-voting common stock has identical rights to regular common stock, except for voting rights and automatic conversion terms.
  • 7The transactions were conducted under DLR's effective shelf registration statement on Form S-3.

Frequently Asked Questions

No, Digital Realty Trust, Inc. (DLR) did not receive any proceeds from the public offering of shares that occurred on July 1, 2026. This offering was conducted by Blackstone Inc., the selling stockholder.

The non-voting common stock was a mechanism created to facilitate the transaction with Blackstone. These shares had identical rights to regular common stock, except for voting rights. They were designed to automatically convert into voting common stock upon transfer to an unaffiliated party, which occurred when Blackstone sold the shares to the public.

Digital Realty Trust, Inc. acquired all of Blackstone Inc.'s interests in two joint ventures: Digital Carver Dulles 9 and Digital Carver Brickyard.

For existing shareholders, there is no direct change to their voting rights. The non-voting common stock was a temporary class issued to Blackstone and subsequently converted to voting common stock upon sale to the public. The terms of the non-voting stock ensured it converted to standard voting common stock upon transfer, meaning public shareholders are acquiring standard voting shares.