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.”
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Material Modifications to Rights of Security Holders. |
In connection with the closing of the Blackstone Acquisition (as defined in Item 8.01 below), on June 30, 2026, Digital Realty Trust, Inc. filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary, which we refer to as the Articles Supplementary, to its charter, classifying and designating 12,310,249 shares of its authorized common stock, par value $0.01 per share (the “common stock”), as shares of
non-voting
common stock, $0.01 par value per share (the
“non-voting
common stock”). As set forth in the Articles Supplementary, the
non-voting
common stock has identical preferences, rights, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as the common stock of Digital Realty Trust, Inc., except that the
non-voting
common stock does not have any voting rights, and each share of
non-voting
common stock automatically and without any action on the part of the holder thereof converts into one share of common stock upon a transfer of such share of
non-voting
common stock by the initial holder or an affiliate thereof to a person not affiliated with the initial holder. For the avoidance of doubt, following the conversion of any shares of
non-voting
common stock, such shares are automatically retired and restored to the status of authorized but unissued shares of common stock.
The foregoing description of the Articles Supplementary is a summary and, as such, does not purport to be complete and is qualified in its entirety by reference to the Articles Supplementary, which are filed as Exhibit 3.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
On June 30, 2026, the company completed its previously-disclosed acquisition from affiliates of Blackstone Inc. (collectively, “Blackstone”) of all of Blackstone’s interests in the Digital Carver Dulles 9 and Digital Carver Brickyard joint ventures (the “Blackstone Acquisition”).
On July 1, 2026, Blackstone completed an underwritten public offering of 12,310,249 shares of common stock, which were issued upon conversion of an equal number of shares of
non-voting
common stock held by Blackstone, at a price per share to the public of $185.00. The company did not receive any proceeds from the sale of shares of common stock by Blackstone.
In connection with the offering, Digital Realty and the operating partnership entered into an underwriting agreement (the “underwriting agreement”), dated June 29, 2026, among Digital Realty, the operating partnership, Blackstone and Morgan Stanley & Co. LLC as underwriter (the “underwriter”). The underwriting agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the company and Blackstone have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. A copy of the underwriting agreement is attached as Exhibit 1.1 to this Current Report on Form
8-K
and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibit.
The shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to our effective shelf registration statement on Form
S-3
(File Nos.
333-293494
and
In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this
Current
Report on Form
8-K
an opinion of our counsel, Venable LLP, regarding certain Maryland law issues regarding our common stock.