DIGITAL REALTY TRUST, INC. 8-K

What Happened
Digital Realty Trust, Inc. (DLR) filed an 8‑K on May 4, 2026 announcing a new at‑the‑market (ATM) Sales Agreement permitting the company to offer and sell up to $7.5 billion of its common stock through a syndicate of banks and broker‑dealers (including BofA, Citigroup, J.P. Morgan, Morgan Stanley, UBS, Wells Fargo and others). The Company terminated its prior ATM program (dated December 23, 2024), under which approximately $569.9 million of common stock remained unsold. The Sales Agreement also contemplates entering into forward sale agreements with major banks to hedge forward transactions; in those cases, hedging may involve borrowed shares sold by forward sellers. Shares will be issued under a shelf registration effective February 17, 2026, with a prospectus supplement filed May 4, 2026. Legal opinion from Venable LLP was filed as Exhibit 5.1.

Key Details

• Maximum aggregate offering amount: $7,500,000,000.
• Prior ATM program termination left ~ $569.9 million in unsold common stock.
• Sales agent commissions and forward purchaser compensation will not exceed 2.0% of gross sales price (may be lower).
• Forward sale arrangements may result in physical settlement (expected on or before maturity) or cash/net settlement (which could reduce proceeds or require cash/shares to be delivered).

Why It Matters
This filing gives Digital Realty a large, flexible tool to raise equity capital over time. For investors, the key facts are: (1) potential dilution if the company issues new shares under the ATM or if forward agreements are physically settled; (2) proceeds are intended to be contributed to the operating partnership for uses such as temporarily repaying revolver borrowings, property or business acquisitions, development funding, working capital, or repaying/refinancing debt—actions that can affect leverage and liquidity; and (3) sales are at the company’s discretion and can be suspended, and forward hedges may involve borrowed shares (meaning the company may not receive immediate proceeds from hedge selling).