Blue Owl Digital Infrastructure Trust 8-K/A

What Happened

• Blue Owl Digital Infrastructure Trust (ODIT) filed an 8‑K (Feb 17, 2026) providing audited combined statements for the 11 data‑center properties it acquired and unaudited pro forma financial information reflecting the Dec 1, 2025 acquisition (the “ODIT OP Data Centers”). KPMG LLP issued an unmodified opinion on the combined statement of revenues and certain operating expenses for the year ended Dec 31, 2024, while noting those statements were prepared under SEC Rule 3‑14 and are not a complete presentation of the properties’ full financials.
• The purchase consideration totaled about $3.289 billion gross (subject to adjustments) and resulted in net consideration of roughly $1.524 billion paid to prior owners (cash plus shares/units and transaction costs). The portfolio comprises 11 properties with roughly 167,000 kW of rentable capacity (multi‑tenant and single‑tenant).

Key Details

• Purchase price and consideration: gross purchase price ~$3.289B; net consideration to sellers ~$1.524B (cash paid $1,470.1M plus equity issued and transaction costs).
• Pro forma balance sheet (as of 9/30/2025): Investments in real estate, net ~$3.271B; intangibles ~$522.0M; total pro forma assets ~$4.027B; assumed secured debt ~$1.798B.
• Reported rental revenue (ODIT OP Data Centers): $324.8M for year ended 12/31/2024 and $245.4M for nine months ended 9/30/2025. Revenues in excess of certain operating expenses: $166.1M (2024) and $121.8M (9M 2025).
• Pro forma impact to results: significant acquisition accounting adjustments (depreciation & amortization of ~$208.2M for 2024 and ~$127.7M for 9M 2025; interest expense adjustments ~$84.8M for 2024 and ~$60.0M for 9M 2025) produce pro forma net losses of ~$124.3M (2024) and ~$62.7M (9M 2025). Two tenants accounted for ~60% of rental revenue (2024) and ~59% (9M 2025).

Why It Matters

• The filing gives investors the audited historical operating results for the acquired portfolio and shows how the acquisition materially increases ODIT’s assets and liabilities (real estate basis ≈ $3.27B, assumed debt ≈ $1.80B).
• Pro forma accounting (depreciation, amortization, and assumed interest) produces large non‑cash and financing expenses that turn historical operating income into pro forma losses; these are accounting effects of the acquisition and may not reflect underlying cash operating performance.
• Key investor takeaways: rental revenues are substantial but tenant concentration is high (two tenants ≈60% of revenue), and the balance sheet will carry significant debt and intangibles. Review the pro forma assumptions and ongoing financing costs before assessing near‑term earnings outlook.