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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2026
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Blue Owl Digital Infrastructure Trust
(Exact name of registrant as specified in its charter)
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| Maryland | 000-56758 | 33-5055663 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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150 N Riverside Plaza, 37th Floor Chicago, IL | 60606 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (888) 215-2015
Not applicable
(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| None | | None | | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 3.02. Unregistered Sales of Equity Securities.
On July 1, 2026, Blue Owl Digital Infrastructure Trust (the “Company”) sold an aggregate of 12,470,870 of its common shares (with the final number of shares being determined on July 16, 2026) for gross proceeds of approximately $131.7 million, based on net asset value (“NAV”) per share as of June 30, 2026. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.
The following table details the common shares sold:
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| Common Shares | Number of Shares Sold | Gross Proceeds (1) |
| Class S | 1,869,894 | | $ | 19,573,581 | |
| Class D | — | | $ | — | |
| Class I | 1,052,981 | | $ | 10,964,588 | |
| Class E | 9,547,995 | | $ | 101,140,000 | |
(1)Gross proceeds for Class S shares include aggregate commissions of $103,127.
Item 8.01. Other Events.
Distributions Declared
On June 29, 2026, the Company declared distributions for each outstanding class of its common shares in the amounts per share set forth below:
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| | Gross Distribution | | Shareholder Servicing Fees | | Net Distribution |
| Class S | | $ | 0.0416667 | | | $ | (0.0072076) | | | $ | 0.0344591 | |
| Class D | | $ | 0.0416667 | | | $ | (0.0021199) | | | $ | 0.0395468 | |
| Class I | | $ | 0.0416667 | | | $ | — | | | $ | 0.0416667 | |
| Class E | | $ | 0.0416667 | | | $ | — | | | $ | 0.0416667 | |
The net distributions for each class of common shares (which represents the gross distributions less shareholder servicing fees for the applicable class of common shares) are payable to shareholders of record immediately following the close of business on June 30, 2026 and were paid on or about July 17, 2026. These distributions were paid in cash or reinvested in common shares for shareholders participating in the Company’s distribution reinvestment plan.
June 30, 2026 NAV Per Share
The NAV per share for each class of the Company’s common shares as of June 30, 2026 is set forth below:
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| NAV per share |
| Class S | $ | 10.4126 | |
| Class D | $ | 10.4128 | |
| Class I | $ | 10.4129 | |
| Class E | $ | 10.5928 | |
A detailed calculation of the NAV per share is set forth below. The Company calculates NAV per share in accordance with the valuation guidelines that have been approved by the Company’s Board of Trustees. The Company’s total NAV presented in the following tables includes the NAV of its Class S, Class D, Class I, and Class E common shares, as well as the partnership interests of Blue Owl Digital Infrastructure Operating Partnership LP (“ODIT OP”) held by parties other than the Company. The following table provides a breakdown of the major components of the Company’s NAV as of June 30, 2026 ($ in thousands):
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| Components of NAV | June 30, 2026 |
| Cash and cash equivalents | $ | 113,752 | |
| Restricted cash | 12,861 | |
Investments in real estate | 4,553,404 | |
| Investments in unconsolidated joint ventures | 47,500 | |
| Debt investments | 153,029 | |
Intangible assets | 691,941 | |
| Other assets | 44,974 | |
| Intangible liabilities | (972,703) | |
Secured mortgage loans and notes | (2,527,164) | |
| Due to affiliates | (12,363) | |
| Accounts payable and accrued expenses | (47,907) | |
| Other liabilities | (45,600) | |
| Net Asset Value | $ | 2,011,724 | |
| Number of outstanding shares/units | 191,958,445 | |
The following table provides a breakdown of the Company’s total NAV and NAV per share/unit by class as of June 30, 2026 ($ in thousands, except per share/unit data):
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| NAV per share | | Class S Shares | | Class D Shares | | Class I Shares | | Class E Shares | | Third-Party Class I OP Units (1) | | Third-Party Class E OP Units (1)(2) | | Total |
| Monthly NAV | | $ | 744,365 | | | $ | 39,393 | | | $ | 440,240 | | | $ | 748,751 | | | $ | 27,769 | | | $ | 11,206 | | | $ | 2,011,724 | |
| Number of outstanding shares/units | | 71,486,981 | | 3,783,157 | | 42,278,363 | | 70,685,250 | | 2,666,838 | | 1,057,856 | | 191,958,445 |
NAV Per Share/Unit as of June 30, 2026 | | $ | 10.4126 | | | $ | 10.4128 | | | $ | 10.4129 | | | $ | 10.5928 | | | $ | 10.4129 | | | $ | 10.5928 | | | |
(1)Includes the partnership interests of ODIT OP held by parties other than the Company.
(2)Includes the partnership interests of ODIT OP held by certain affiliates of the Company.
Portfolio Update ($ in thousands)
As of June 30, 2026, the Company owns 12 properties and has a total portfolio value of $4,586,923. The Company’s properties have a remaining weighted average base lease term of 8.8 years and a remaining weighted average fully extended1 lease term of 20.8 years with 94.0% of tenants rated investment grade2.
As of June 30, 2026, 92.2% of the Company’s total consolidated debt is fixed through fixed-rate debt agreements. The weighted average interest rate and loan-to-value of the consolidated portfolio are 5.4% and 60.4%, respectively.
1 Assumes customers exercise all options to extend lease term.
2 Investment-grade customers are those that maintain an S&P credit rating of BBB-/Baa3 or higher.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Blue Owl Digital Infrastructure Trust |
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| By: | /s/ Kevin Halleran |
| | Name: | Kevin Halleran |
| | Title: | Chief Financial Officer |
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Date: July 20, 2026 | | | |