10. Equity and Capital

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Equity Distribution Agreement

Digital Realty Trust, Inc. and Digital Realty Trust, L.P. were parties to an ATM Equity Offering^SM Sales Agreement dated December 23, 2024 (the “2024 Sales Agreement”). Pursuant to the 2024 Sales Agreement, Digital Realty Trust, Inc. could issue and sell common stock having an aggregate offering price of up to $3.0 billion through various named agents from time to time. From April 1, 2026 through May 3, 2026, Digital Realty Trust, Inc. generated net proceeds of approximately $435.2 million from the issuance of approximately 2.4 million common shares under the 2024 Sales Agreement at an average price of $181.21 per share after payment of approximately $2.2 million of commissions to the agents.

On May 4, 2026, our Parent and our Operating Partnership entered into a new ATM Equity Offering^SM Sales Agreement (the “2026 Sales Agreement”), pursuant to which, Digital Realty Trust, Inc. can issue and sell common stock having an aggregate offering price of up to $7.5 billion through various named agents from time to time. The 2024 Sales Agreement was terminated in connection with entry into the 2026 Sales Agreement, and at the time of such termination, $569.9 million remained unsold under the 2024 Sales Agreement. From May 4, 2026 through June 30, 2026, Digital Realty Trust, Inc. generated net proceeds of approximately $1.2 billion from the issuance of approximately 6.2 million common shares under the 2026 Sales Agreement at an average price of $191.63 per share after payment of approximately $6.2 million of commissions to the agents. As of June 30, 2026, $6.3 billion remains available for future sales under the 2026 Sales Agreement.

The sales of common stock made under the 2026 Sales Agreement will be made in “at the market” offerings as defined in Rule 415 of the Securities Act. Our Parent has used and intends to use the net proceeds from the program to temporarily repay borrowings under our Operating Partnership’s Global Revolving Credit Facilities, to acquire additional properties or businesses, to fund development opportunities and for working capital and other general corporate purposes, including potentially for the repayment of other debt or the repurchase, redemption or retirement of outstanding debt securities.

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Redeemable Noncontrolling Interest

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Redeemable Noncontrolling Interest (“Redeemable NCI”) — As part of the Teraco Acquisition, the Company and certain of its subsidiaries entered into a put/call agreement with the owners of the interest in Teraco that was not acquired by the Company (the “Put/Call Agreement”). The interest retained by these owners is hereafter referred to as the “Remaining Teraco Interest” and the owners of such interest are hereafter referred to as the “Rollover Shareholders”. Pursuant to the Put/Call Agreement, the Rollover Shareholders have the right to sell all or a portion of the Remaining Teraco Interest to the Company for a two-year period beginning on February 1, 2026, and the Company has the right to purchase all or a portion of the Remaining Teraco Interest from the Rollover Shareholders for a one-year period beginning on February 1, 2028. Per the terms of the agreement, the purchase price of the Remaining Teraco Interest for the put right and the call right can be settled by the Company with cash, shares in the Company, or a combination of cash and shares. In the event the Company elects to settle a put or call in whole or in part with shares of Digital Realty Trust, Inc.’s common stock, such shares will be issued in a private placement transaction with customary accompanying registration rights.

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On May 12, 2026 (“exercise date”), two Rollover Shareholders delivered their irrevocable notice to exercise their put option with respect to approximately 16% of the total outstanding equity of Teraco. As a result of this exercise, the Company’s ownership interest in Teraco will increase, once settled, from 61% to 77%. Per the terms of the agreement, this obligation will be settled subsequent to the reporting period via the issuance of 3,425,031 shares of the Company’s common stock. The final number of shares was determined based on the volume-weighted average price of the Company's stock over the 20 trading days prior to the exercise date. The put option exercise is expected to be settled in the second half of 2026, subject to customary closing conditions and regulatory approvals. Upon issuance of the common stock in the second half of 2026, redeemable noncontrolling interest will be extinguished and recorded as an increase to Common stock and Additional paid-in capital within permanent equity.

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Since the Rollover Shareholders can redeem the put right at their discretion and such redemption, which could be in cash, is outside the Company’s control, the Company recorded the noncontrolling interest as Redeemable NCI and classified it in temporary equity within its consolidated balance sheets. The Redeemable NCI was initially recorded at its acquisition-date fair value and will be adjusted each reporting period for income (or loss) attributable to the noncontrolling interest ($12.6 million and $12.2 million net loss for the six months ended June 30, 2026 and 2025, respectively). If the contractual redemption value of the Redeemable NCI is greater than its carrying value, an adjustment is made to reflect Redeemable NCI at the higher of its contractual redemption value or its carrying value each reporting period. Changes to the redemption value are recognized immediately in the period the change occurs. If the redemption value of the Redeemable NCI is equal to or less than the fair market value of the Remaining Teraco Interest, the change in the redemption value will be adjusted through Additional Paid in Capital. If the redemption value is greater than the fair market value of the Remaining Teraco Interest, the change in redemption value will be adjusted through Accumulated dividends in excess of earnings. These adjustments are not reflected on the Company’s condensed income statement but are instead reflected as adjustments to the net income component of the Company’s earnings per share calculations. When calculating earnings per share attributable to the Company, the Company adjusts net income attributable to Digital Realty Trust, Inc. to the extent the redemption value exceeds the fair value of the Redeemable NCI on a cumulative basis.

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For the six months ended June 30, 2026, we made an adjustment of approximately $56.4 million to Redeemable NCI as the contractual redemption value of the Redeemable NCI was greater than its carrying value. The change in the redemption value was adjusted through Additional Paid in Capital.

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Noncontrolling Interests in Operating Partnership

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Noncontrolling interests in the Operating Partnership relate to the proportion of entities consolidated by the Company that are owned by third parties. The following table shows the ownership interest in the Operating Partnership as of June 30, 2026 and December 31, 2025:

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Limited partners have the right to require the Operating Partnership to redeem all or a portion of their common units for cash based on the fair market value of an equivalent number of shares of Digital Realty Trust, Inc. common stock at the time of redemption. Alternatively, Digital Realty Trust, Inc. may elect to acquire those common units in exchange for shares of its common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. The common units and incentive units of the Operating Partnership are classified within equity, except for certain common units issued to certain former DuPont Fabros Technology, L.P. unitholders in the Company’s acquisition of DuPont Fabros Technology, Inc., which are subject to certain restrictions and, accordingly, are not presented as permanent equity in the condensed consolidated balance sheets.

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The redemption value of the noncontrolling Operating Partnership common units and the vested incentive units was approximately $1,026.1 million and $952.5 million based on the closing market price of Digital Realty Trust, Inc. common stock on June 30, 2026 and December 31, 2025, respectively.

The following table shows activity for noncontrolling interests in the Operating Partnership for the six months ended June 30, 2026 (in thousands):

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Dividends and Distributions

Digital Realty Trust, Inc. Dividends

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We have declared and paid the following dividends on our common and preferred stock for the six months ended June 30, 2026 (in thousands, except per share data):

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Digital Realty Trust, L.P. Distributions

All distributions on the Operating Partnership’s units are at the discretion of Digital Realty Trust, Inc.’s Board of Directors. The table below shows the distributions declared and paid by the Operating Partnership on its common and preferred units for the six months ended June 30, 2026 (in thousands, except for per unit data):

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For U.S. federal income tax purposes, distributions out of Digital Realty Trust, Inc.’s current or accumulated earnings and profits are generally classified as dividends whereas distributions in excess of its current and accumulated earnings and profits, to the extent of a stockholder’s tax basis in Digital Realty Trust, Inc.’s stock, are generally classified as a return of capital. Such distributions in excess of a stockholder’s tax basis in Digital Realty Trust, Inc.’s stock are generally characterized as capital gain. Cash provided by operating activities has generally been sufficient to fund all distributions; however, in the future we may also need to utilize borrowings under the Global Revolving Credit Facility to fund all or a portion of distributions.