Blue Owl Digital Infrastructure Trust 8-K

What Happened

• Blue Owl Digital Infrastructure Trust filed an 8‑K reporting that on January 2, 2026 (final share count determined January 16, 2026) it sold an aggregate 6,883,622 common shares for gross proceeds of approximately $69.6 million. The sales were exempt from registration under Section 4(a)(2), Regulation D and/or Regulation S.
• The company also declared a distribution on January 14, 2026 of $0.0375 gross per share for each class (Class S, D, I, E). Net distributions (after shareholder servicing fees) ranged by class (see details below); shareholders of record as of December 31, 2025 received the distributions paid on or about January 20, 2026.
• The filing reports NAV per share as of December 31, 2025 and a total NAV of $1,661,153 (reported in the filing in thousands, i.e., approximately $1.661 billion) across 164,946,387 outstanding shares/units.

Key Details

• Unregistered share sale (private placement):
  • Total shares sold: 6,883,622; Gross proceeds: ~$69.6 million.
  • By class: Class S — 4,193,729 shares for $42,545,961 (includes $355,372 in commissions); Class I — 2,678,192 shares for $26,943,683; Class E — 11,701 shares for $118,000; Class D — none.
• Distributions:
  • Gross distribution: $0.0375000 per share for all classes.
  • Net distributions (after servicing fees): Class S $0.0304167; Class D $0.0354167; Class I $0.0375000; Class E $0.0375000.
  • Record date: December 31, 2025; paid on or about January 20, 2026; paid in cash or reinvested under the distribution reinvestment plan.
• NAV and shares outstanding (as of December 31, 2025):
  • Total NAV: $1,661,153 (in thousands in filing) ≈ $1.661 billion.
  • NAV per share: Class S/D/I $10.0604; Class E $10.0849.
  • Total outstanding shares/units: 164,946,387.

Why It Matters

• The private sale raised roughly $69.6M in new capital, increasing the company’s cash resources (cash and restricted cash reported in NAV components) without a registered public offering. Investors should note the potential dilution from newly issued shares and that the placement was completed under private placement exemptions (Section 4(a)(2)/Reg D/Reg S).
• The declared distributions and NAV per share provide current income and a snapshot of portfolio valuation: distributions were modest ($0.0375 gross) and the NAV per share around $10.06–$10.08 gives a baseline for per‑share value as of Dec 31, 2025. Distributions were paid or reinvested per the company’s plan.