UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-56758

Blue Owl Digital Infrastructure Trust

(Exact name of registrant as specified in charter)


Maryland			33-5055663
(State or other jurisdiction of incorporation or registration)			(I.R.S. Employer Identification No.)

150 N Riverside Plaza, 37th Floor			60606
Chicago, IL			(Zip Code)
(Address of principal executive offices)

888-215-2015

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 406, ~~2025~~2026, the issuer had the following shares outstanding: —68,899,560 Class S shares, —2,580,291 Class D shares, —40,443,463 Class I shares, and ~~100~~70,450,969 Class E shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements about our business, including, in particular, statements about our plans, strategies and objectives. These forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “identify” or other similar words or the negatives thereof, although not all forward-looking statements include these words. These may include our financial estimates and their underlying assumptions, statements about plans, objectives, intentions and expectations with respect to positioning, including the impact of macroeconomic trends and market forces, future operations, repurchases, acquisitions, future performance, and statements with respect to acquisitions. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. These risks, uncertainties and other factors include, without limitation:

• our future operating results;

• our business prospects and the prospects of the assets in which we may invest;

• the impact of the investments that we expect to make;

• our ability to raise sufficient capital to execute our investment strategy;

• our ability to source adequate investment opportunities to efficiently deploy capital;

• our current and expected financing arrangements and investments;

• the effect of global and national economic and market conditions generally upon our operating results, including, but not limited to, changes with respect to inflation, interest rate changes and supply chain disruptions, geopolitical uncertainty (including the imposition of tariffs and counter-tariffs), and changes in government rules, regulations and fiscal policies;

• the adequacy of our cash resources, financing sources and working capital;

• the timing and amount of cash flows, distributions and dividends, if any, from our investments;

• our contractual arrangements and relationships with third parties;

• actual and potential conflicts of interest with the Adviser (as defined below) or any of its affiliates;

• the dependence of our future success on the general economy and its effect on the assets in which we may invest;

• our use of financial leverage;

• the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;

• the ability of the Adviser or its affiliates to attract and retain highly talented professionals;

• our ability to structure investments in a tax-efficient manner and the effect of changes to tax legislation and our tax position;

• the tax status of the assets in which we may invest;

•changes in the economy, particularly those affecting the real estate industry;

•risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters, epidemics or other events having a broad impact on the economy;

•investing in digital infrastructure and related assets involves certain risks, including but not limited to: customers’ inability to pay rent; increases in interest rates and lack of availability of financing; customer turnover and vacancies; and changes in supply of or demand for similar properties in a given market;

•~~adverse~~recent ~~conditions~~concerns inabout the ~~areas~~real ~~where~~estate ~~our~~market, ~~investments~~changes orin interest rates, elevated inflation, increased energy costs and geopolitical issues (including trade and other conflicts) have contributed to increased market volatility and may negatively impact the ~~properties~~economy ~~underlying~~going ~~such~~forward. ~~investments~~Our ~~are~~operating ~~located~~results will be affected by global and ~~local~~national ~~real~~economic ~~estate~~and market conditions; generally and by the local economic conditions where our properties are located,

including changes with respect to rising vacancy rates or decreasing market rental rates; inability to lease space on favorable terms; bankruptcies, financial difficulties or lease defaults by our customers, particularly for our customers with net leases for large properties; elevated inflation, changes in interest rates and supply chain disruptions; market volatility and changes in government rules, regulations and fiscal policies, such as property taxes, zoning laws, compliance costs with respect to environmental laws and other laws;

•our portfolio may be concentrated in certain asset types and geographies, and, as a consequence, our aggregate return may be substantially affected by adverse economic or business conditions affecting that particular type of asset or geography;

•limitations on our business and our ability to satisfy requirements to maintain our exclusion from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or to qualify or maintain our qualification as a real estate investment trust (a “REIT”), for U.S. federal income tax purposes;

•since there is no public trading market for our common shares of beneficial interest, par value $0.01 per share (“common shares” or “shares”), repurchase of shares by us will likely be the only way to dispose of your shares. Our share repurchase plan (the “Share Repurchase Plan”) provides shareholders with the opportunity to request that we repurchase their shares on a quarterly basis, but we are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular calendar quarter in our discretion. In addition, repurchases will be subject to available liquidity and other significant restrictions. Further, our Board of Trustees (the “Board” or “Board of Trustees”) may make exceptions to, modify and suspend our Share Repurchase Plan if, in its judgment, it deems such action to be in our best interest. As a result, our shares should be considered as having only limited liquidity and at times may be illiquid;

•distributions are not guaranteed and may be funded from sources other than cash flow from operations, including, without limitation, borrowings, offering proceeds, and the sale of our assets, and we have no limits on the amounts we may fund from such sources;

•the purchase and repurchase prices for our shares are generally based on our net asset value (“NAV”) as of the last calendar day of the immediately preceding month, plus applicable transaction or other fees, including upfront placement fees or brokerage commissions, and are not based on any public trading market. While there will be independent valuations of our properties from time to time, the valuation of properties is inherently subjective and our NAV may not accurately reflect the actual price at which our properties could be liquidated on any given day; and

•future changes in laws or regulations and conditions in our operating areas.

For more information regarding these and other risks and uncertainties that we face, ~~see~~refer ~~the~~to ~~section~~Part ~~entitled~~I. Item 1A. “Risk Factors” in our ~~Registration~~Annual ~~Statement~~Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on ~~August~~March 811, ~~2025,~~2026 ~~as amended,~~ and any such updated factors included in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document (or our prospectus and other filings). Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

TABLE OF CONTENTS

		Page
Part I.	FINANCIAL INFORMATION	1
Item 1.	FINANCIAL STATEMENTS	1
	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets as of September 30, 2025 and May 20, 2025	2
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	2
	Notes to Condensed Consolidated Financial Statements	3
	Condensed Consolidated Statement of Operations for the three months ended March 31, 2026	3
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
	Condensed Consolidated Statement of Comprehensive Loss for the three months ended March 31, 2026	4
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
	Condensed Consolidated Statement of Changes in Equity for the three months ended March 31, 2026	5
Item 4.	CONTROLS AND PROCEDURES	11
	Condensed Consolidated Statement of Changes in Cash Flows for the three months ended March 31, 2026	6
Part II.	OTHER INFORMATION	11
	Notes to Condensed Consolidated Financial Statements	8
Item 1.	LEGAL PROCEEDINGS	11
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
Item 1A.	RISK FACTORS	11
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	37
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	11
Item 4.	CONTROLS AND PROCEDURES	37
Item 3.	DEFAULTS UPON SENIOR SECURITIES	11
Part II.	OTHER INFORMATION	37
Item 4.	MINE SAFETY DISCLOSURES	11
Item 1.	LEGAL PROCEEDINGS	37
Item 5.	OTHER INFORMATION	12
Item 1A.	RISK FACTORS	37
Item 6.	EXHIBITS	12
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	37
	SIGNATURES	13
Item 3.	DEFAULTS UPON SENIOR SECURITIES	38
Item 4.	MINE SAFETY DISCLOSURES	38
Item 5.	OTHER INFORMATION	38
Item 6.	EXHIBITS	38
	SIGNATURES	40

PART I - FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

Blue Owl Digital Infrastructure Trust

Condensed Consolidated Balance Sheets

	September 30, 2025		May 20, 2025
Assets
Cash and cash equivalents	$	1,000	$	1,000
Total assets	$	1,000	$	1,000
Liabilities and Equity
Total liabilities	$	—	$	—
Redeemable common shares	1,000		1,000
Equity
Total equity	—		—
Total liabilities and equity	$	1,000	$	1,000

(Dollars in thousands, except per share data)


	March 31, 2026		December 31, 2025
Assets
Investments in real estate, net	$	3,245,211	$	3,265,308
Investment in unconsolidated joint venture	46,977		—
Debt investments	154,842		28,574
Intangible assets, net	485,048		512,783
Cash and cash equivalents	135,148		186,005
Restricted cash	12,214		9,972
Other assets	39,270		23,596
Total assets	$	4,118,710	$	4,026,238

Liabilities and Equity
Intangible liabilities, net	$	508,014	$	514,404
Secured mortgage loans and notes, net	1,784,324		1,801,413
Due to affiliates	58,786		54,860
Accounts payable and accrued expenses	35,194		40,730
Other liabilities	28,811		16,118
Total liabilities	2,415,129		2,427,525

Redeemable non-controlling interests	1,331		—
Redeemable common shares	2,089		1

Equity
Common shares - Class S, $0.01 par value per share, 67,014,491 and 56,833,906 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	670		568
Common shares - Class D, $0.01 par value per share, 2,478,438 and 2,163,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	25		22
Common shares - Class I, $0.01 par value per share, 39,156,521 and 32,700,920 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	392		327
Common shares - Class E, $0.01 par value per share, 70,134,464 and 70,000,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	701		700
Additional paid-in-capital	1,738,451		1,574,566
Accumulated deficit and cumulative distributions	(70,570)		(12,725)
Accumulated other comprehensive (loss) income	(641)		2,845
Total Shareholders’ Equity	1,669,028		1,566,303
Non-controlling interests	31,133		32,409
Total equity	1,700,161		1,598,712
Total liabilities and equity	$	4,118,710	$	4,026,238

See accompanying Notes to the Condensed Consolidated Financial Statements.

Blue Owl Digital Infrastructure Trust

Condensed Consolidated Statement of Operations

(Dollars in thousands, except per share data)


	Three Months Ended
	March 31, 2026
Revenues
Rental revenue	$	90,862
Total revenues	90,862

Expenses
Rental property operating	39,021
General and administrative	3,004
Management fee	3,380
Performance participation allocation	3,537
Depreciation and amortization	55,191
Total expenses	104,133

Other income (expense)
Income from unconsolidated joint venture	675
Interest expense	(24,346)
Interest income	2,681
Other expense, net	(399)
Total other expense, net	(21,389)
Net loss	(34,660)
Net loss attributable to non-controlling interests	656
Net loss attributable to ODIT shareholders	$	(34,004)
Net loss per Class S, Class D, and Class I common share - basic	$	(0.22)
Net loss per Class E share - basic	$	(0.16)
Net loss per Class S, Class D, and Class I common share - diluted	$	(0.22)
Net loss per Class E share - diluted	$	(0.16)
Weighted-average Class S, Class D and Class I common shares outstanding, basic	103,538,210
Weighted-average Class E common shares outstanding, basic	70,183,948
Weighted-average Class S, Class D and Class I common shares outstanding, diluted	103,538,210
Weighted-average Class E common shares outstanding, diluted	70,183,948

See accompanying Notes to the Condensed Consolidated Financial Statements.

Blue Owl Digital Infrastructure Trust

Condensed Consolidated Statement of Comprehensive Loss

(Dollars in thousands, except per share data)


	Three Months Ended
	March 31, 2026
Net loss	$	(34,660)
Other comprehensive loss:
Loss on derivative instruments	(2,340)
Unrealized loss on AFS debt investments	(1,169)

Other comprehensive loss	(3,509)
Comprehensive loss	(38,169)
Comprehensive loss attributable to non-controlling interests	679
Comprehensive loss attributable to ODIT shareholders	$	(37,490)

See accompanying Notes to the Condensed Consolidated Financial Statements.

Blue Owl Digital Infrastructure Trust

Condensed Consolidated Statement of Changes in Equity

(Dollars in thousands, except per share data)


	Par Value
	Class S Common Shares		Class D Common Shares		Class I Common Shares		Class E Common Shares		Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Accumulated Deficit and Cumulative Distributions		Total Shareholders' Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2025	$	568	$	22	$	327	$	700	$	1,574,566	$	2,845	$	(12,725)	$	1,566,303	$	32,409	$	1,598,712
Common shares issued	98		3		62		1		165,155		—		—		165,319		—		165,319
Offering costs	—		—		—		—		(8,103)		—		—		(8,103)		—		(8,103)
Distribution reinvestment	4		—		3		—		6,781		—		—		6,788		—		6,788


Amortization of restricted share grants	—		—		—		—		86		—		—		86		—		86
Net loss (Net loss of $17 allocated to redeemable NCI)	—		—		—		—		—		—		(34,004)		(34,004)		(639)		(34,643)
Other comprehensive loss (Other comprehensive loss of $3 allocated to redeemable NCI)	—		—		—		—		—		(3,486)		—		(3,486)		(20)		(3,506)
Distributions declared on common shares ($0.1500 gross per share)	—		—		—		—		—		—		(23,841)		(23,841)		—		(23,841)
Redeemable common share measurement adjustment	—		—		—		—		(24)		—		—		(24)		—		(24)
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		32		32
Distributions to non-controlling interests	—		—		—		—		—		—		—		—		(618)		(618)
Redeemable non-controlling interests measurement adjustment	—		—		—		—		(50)		—		—		(50)		—		(50)
Reallocation between additional paid-in capital and non-controlling interests due to changes in ownership	—		—		—		—		40		—		—		40		(31)		9
Balance at March 31, 2026	$	670	$	25	$	392	$	701	$	1,738,451	$	(641)	$	(70,570)	$	1,669,028	$	31,133	$	1,700,161

See accompanying Notes to the Condensed Consolidated Financial Statements.

Blue Owl Digital Infrastructure Trust

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands, except per share data)


	Three Months Ended
	March 31, 2026
Cash flows from operating activities:
Net loss	$	(34,660)

Adjustments to reconcile net loss to cash provided by operating activities:
Management fee	3,380
Performance participation allocation	3,537
Depreciation and amortization	55,191
Straight-line rent adjustment	(2,858)
Debt extinguishment expense	454
Amortization of deferred financing costs	1,799
Amortization of above/below-market lease intangibles	(3,841)
Income from unconsolidated joint venture	(675)
Amortization of restricted stock units	125
Change in assets and liabilities:
Increase in other assets	(3,441)
Decrease in due to affiliates	(764)
Decrease in accounts payable and accrued expenses	(6,879)
Increase in other liabilities	164
Net cash provided by operating activities	11,532

Cash flows from investing activities:
Payments for acquisitions of real estate	(6,946)
Payments for real estate under development	(16,099)
Purchase of debt investments	(128,595)
Sale of debt investments	1,593
Investment in unconsolidated joint venture	(46,302)
Settlement of derivative contracts	1,526
Net cash used in investing activities	(194,823)

Cash flows from financing activities:
Proceeds from issuance of common shares	165,319
Payment of distributions to common shares	(10,831)
Proceeds from issuance of non-controlling interests	32
Payment of distributions to non-controlling interests	(501)
Borrowings under mortgage notes	681,262
Repayment of mortgage notes	(650,000)
Repayment of variable funding notes	(30,578)
Payment of deferred financing costs	(20,027)
Net cash provided by financing activities	134,676
Net change in cash and cash equivalents and restricted cash	(48,615)
Cash and cash equivalents and restricted cash, beginning of period	195,977
Cash and cash equivalents and restricted cash, end of period	$	147,362

Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheet
Cash and cash equivalents	$	135,148
Restricted cash	12,214
Total cash and cash equivalents and restricted cash	$	147,362


Supplemental disclosures:
Interest paid	$	22,892
Accrued unpaid amounts for real estate under development	$	10

Non-cash investing and financing activities:
Issuance of redeemable Class E Shares as settlement of the management fee	$	2,065
Redeemable non-controlling interest issued as settlement of performance participation allocation	$	1,319
Allocation to redeemable non-controlling interest	$	50
Allocation to redeemable common shares	$	24
Distribution reinvestment	$	6,788
Accrued distributions	$	6,221
Accrued distributions for non-controlling interests	$	127
Accrued unpaid deferred financing costs	$	990
Accrued stockholder servicing fees	$	39,370

See accompanying Notes to the Condensed Consolidated Financial Statements.

Blue Owl Digital Infrastructure Trust

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except per share data)

1. Organization and Nature of the Business

Blue Owl Digital Infrastructure Trust (“we”, “us”, “our”, “ODIT”, and the “Company”) was formed on April 7, 2025 (“Inception”) as a Maryland statutory trust ~~and intends to qualify as a real estate investment trust (“REIT”) for U~~.S. ~~federal income tax purposes.~~ The Company is the sole general partner of Blue Owl Digital Infrastructure Operating Partnership LP, a Delaware limited partnership (the “OP”, “Operating Partnership” or “ODIT OP”). ~~The~~Substantially ~~Company~~all ~~was organized to acquire, own, and operate a portfolio~~ of ~~digital~~the ~~infrastructure~~Company’s ~~assets,~~business ~~including~~is ~~data~~conducted ~~centers,~~through ~~fiber,~~ODIT ~~towers,~~OP. ~~and~~As ~~other~~of ~~technology- and connectivity-related real assets~~March 31, ~~with a primary focus on stabilized~~2026, ~~development,~~ODIT ~~and~~owns ~~value-add~~98.2% ~~investments~~of onODIT ~~a global basis~~OP. The Company is externally managed by Blue Owl Digital Infrastructure Trust Advisors LLC (“Blue Owl Digital Infrastructure Trust Advisors” or “Adviser”), an affiliate of Blue Owl Capital Inc. (together with any entity that is controlled by, controls, or is under common control with Blue Owl Capital Inc., “Blue Owl” or the “Sponsor”). The Company was capitalized through the purchase by an affiliate of the Adviser of 100 common shares for an aggregate purchase price of $1,000 on May 20, 2025 (the “Initial Capitalization”). Because employees of an affiliate of the Sponsor have the ability to cause the Company to repurchase the shares issued for this investment, the Company has classified these common shares as redeemable common shares on the Company’s balance sheet.

AsThe Company was capitalized through the purchase by an affiliate of ~~September 30~~the Adviser of 100 common shares for an aggregate purchase price of $1 on May 20, 2025, (the ~~Company~~“Initial ~~had~~Capitalization”). ~~not~~Because ~~commenced~~employees ~~operations,~~of ~~and~~an ~~had~~affiliate ~~neither~~of ~~purchased~~the ~~nor~~Sponsor ~~contracted~~have the ability to ~~purchase~~cause ~~any~~the ~~investments.~~Company ~~Further~~to repurchase the shares issued for this investment, the Company has classified these common shares as ofredeemable ~~September~~common ~~30,~~shares ~~2025,~~on the ~~Adviser~~Company’s ~~had~~condensed ~~not~~consolidated ~~identified~~balance ~~any~~sheet. ~~real~~The ~~estate~~Company’s orinvestment ~~real~~decisions ~~estate-related~~are ~~securities~~made inby ~~which~~employees itof ~~was~~the ~~probable~~Adviser, ~~that~~subject to general oversight by the Company’s ~~would~~investment ~~invest~~committee and board of trustees (the “Board”).

2The Company intends to operate in a manner to qualify as a real estate investment trust (“REIT”) for U. ~~Capitalization~~S. federal income tax purposes. As a REIT, the Company is entitled to a tax deduction for some or all of the dividends paid to shareholders. Accordingly, the Company generally will not be subject to federal income taxes as long as it currently distributes to shareholders an amount equal to or in excess of the Company’s taxable income. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates.

AsThe ~~of September 30, 2025, the~~ Company’s ~~was~~principal ~~authorized~~business tois ~~issue~~the anacquisition, ~~unlimited~~ownership, ~~number~~financing, ofand ~~shares~~leasing ~~classified as common shares~~ of ~~beneficial~~stabilized, ~~interest~~development, ~~par~~and value-add ~~$0.01~~digital ~~per~~infrastructure ~~share~~assets ~~(“common~~leased ~~shares”). The Company intends~~ to ~~undertake~~primarily ainvestment-grade ~~continuous~~and ~~private~~creditworthy ~~offering~~customers, ~~pursuant to which it will offer~~ and ~~sell~~ its ~~common~~management ~~shares~~does innot ~~reliance~~distinguish ~~on an exemption from~~ the ~~registration~~principal ~~requirements of the Securities Act of 1933~~business, asor ~~amended,~~group tothe ~~certain accredited investors~~operations, ~~including~~by ~~common~~geography ~~shares~~or ~~classified~~property astype Class S shares, common shares classified as Class D shares, common shares classified as Class I shares, and common shares classified as Class E shares. The share classes have different upfront selling commissions and ongoing shareholder servicing fees. The initial per share purchase price for ~~common~~purposes ~~shares~~of inmeasuring ~~the Offering will be $10~~performance.00 ~~per share. Thereafter~~Accordingly, the ~~purchase~~Company ~~price~~has ~~per~~one ~~share~~operating ~~for~~segment ~~each class of common shares will vary~~ and ~~will~~one ~~generally~~reportable ~~equal~~segment ~~the Company’s prior month’s net asset value (“NAV”) per share,~~ as ~~calculated~~of ~~monthly~~March 31, ~~plus~~2026. ~~applicable~~See ~~upfront~~Note ~~selling~~14 ~~commissions~~- ~~and~~Segment ~~dealer~~Reporting ~~manager~~for ~~fees~~additional information.

~~3. Summary~~As of ~~Significant~~March 31, ~~Accounting~~2026, ~~Policies~~the Company owned 11 digital infrastructure assets as well as debt investments consisting of commercial mortgage-backed securities (“CMBS”). Additionally, the Company holds a 40.0% ownership interest in one unconsolidated joint venture. See Note 4 - Investment in Unconsolidated Joint Venture and ~~Estimates~~Note 5 - Debt Investments for additional information.

On December 1, 2025, the Company commenced the private offering of its shares through a continuous private placement offering (“Private Offering”) pursuant to exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D, or Regulation S thereunder and applicable state securities law. As of March 31, 2026, the Company is authorized to issue an unlimited number of shares of each of its four classes of common shares (Class S shares, Class D shares, Class I shares, and Class E shares), each with a par value of $0.01 per common share. The share classes have different upfront selling commissions, dealer manager fees and ongoing shareholder servicing fees. Other than the differences in upfront transaction fees and ongoing shareholder servicing fees, Class S, Class D, and Class I shares have the same economic and voting rights. Class E shares have the same voting rights; however, the Company does not pay a management fee or performance participation allocation expense with respect to the Class E shares. The initial purchase price for shares sold through the Private Offering was $10.00 per share. The Company conducts monthly closings and sells shares at the net asset value (“NAV”) per share as of the last calendar day of the immediately preceding month, as determined using the valuation methodology recommended by the Adviser and approved by the audit committee of the Board of Trustees, plus applicable fees and commissions. The NAV per share is calculated on a fully diluted basis. NAV may differ from the values of our real estate assets as calculated in accordance with accounting principles generally accepted in the United States (“GAAP”).

2. Summary of Significant Accounting Policies and Estimates

The Company believes the following significant accounting policies, among others, affect its more significant estimates and assumptions used in the preparation of the Condensed Consolidated Financial Statements.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with ~~accounting principles generally accepted in the United States of America (“~~GAAP”) for interim financial information as established by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC”) including modifications issued under Accounting Standards Updates (“ASUs”). The ~~preparation~~condensed consolidated financial statements include the accounts of the ~~financial~~Company, ~~statements~~the Company’s subsidiaries, and investments in ~~conformity~~which ~~with~~the ~~GAAP~~Company ~~requires~~has ~~management~~a tocontrolling ~~make~~interest. ~~estimates~~All intercompany balances and ~~assumptions~~transactions ~~that~~have ~~affect~~been ~~the~~eliminated ~~reported~~in ~~amounts~~consolidation. In the opinion of ~~assets~~management, ~~and~~the ~~liabilities~~unaudited ~~and~~interim ~~disclosures~~condensed consolidated financial statements reflect all adjustments of ~~contingent~~a ~~assets~~normal ~~and~~recurring ~~liabilities~~nature asthat are necessary for a fair statement of the ~~date~~results offor the ~~balance~~interim ~~sheet~~periods presented. ~~Actual~~ODIT ~~results~~was ~~could~~formed ~~differ~~on ~~from~~April ~~those~~7, ~~estimates~~2025 and commenced principal operations on December 1, 2025, and accordingly, there were no operations during the three months ended March 31, 2025. The accompanying unaudited interim condensed consolidated ~~interim~~ financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s ~~Registration~~Annual ~~Statement~~Report on Form 10-K, filed with the SEC on ~~August~~March 811, ~~2025, as amended~~2026.

~~Cash~~Principles ~~and~~of ~~Cash Equivalents~~Consolidation

~~Cash~~The ~~and~~Company ~~cash~~consolidates ~~equivalents~~all ~~represent~~entities ~~cash~~in ~~held~~which init ~~banks,~~has ~~cash~~a oncontrolling ~~hand,~~financial interest through majority ownership or voting rights and ~~liquid~~variable ~~investments~~interest ~~with~~entities ~~original~~whereby ~~maturities~~the ofCompany ~~three~~is ~~months~~the orprimary ~~less~~beneficiary. ~~The~~In determining whether the Company ~~may~~has ~~have~~a ~~bank~~controlling ~~balances~~financial interest in ~~excess~~a ofpartially ~~federally~~owned ~~insured~~entity ~~amounts~~and inthe requirement to consolidate the ~~future;~~accounts ~~however~~of that entity, the Company ~~deposits~~considers ~~its~~whether ~~cash~~the entity is a variable interest entity (“VIE”) and ~~cash~~whether ~~equivalents~~it ~~with~~is ~~high-credit-quality~~the ~~institutions~~primary beneficiary. In general, a VIE is a legal entity that (a) has equity investors that do not provide sufficient financial resources for the entity to ~~minimize~~support ~~credit~~its ~~risk~~activities, ~~exposure~~(b) does not have equity investors with voting rights, or (c) has equity investors whose votes are disproportionate from their economics and substantially all of the activities are conducted on behalf of the investor with disproportionately fewer voting rights. The Company ~~did~~is ~~not~~the ~~hold~~primary ~~cash~~beneficiary ~~equivalents~~of asa VIE when it has (i) the power to direct the most significant activities impacting the economic performance of ~~September 30,~~the ~~2025~~VIE and (ii) the obligation to absorb losses or ~~May 20~~receive benefits significant to the VIE. As part of its VIE considerations, ~~2025~~the Company considers any indirect interests and any applicable relationships, including related parties.

3Entities that do not qualify as VIEs are generally considered voting interest entities (“VOEs”) and are evaluated for consolidation under the voting interest model. The Company consolidates VOEs when it controls the entity through a majority voting interest and there is no other interest holder that has substantive participating rights or the power to control through an agreement with other equity holders.

~~Income~~When ~~Taxes~~the requirements for consolidation are not met and the Company has significant influence over the operations of the entity, the investment is accounted for under the equity method of accounting. Equity method investments for which the Company has not elected a fair value option (“FVO”) are initially recorded at cost and subsequently adjusted for the Company’s pro-rata share of net income, contributions and distributions. Equity method investments for which the Company has elected an FVO are initially recorded at fair value and subsequently adjusted for the Company’s pro-rata share of the changes in fair value.

~~The~~ODIT ~~Company~~OP is aconsidered ~~disregarded entity for federal income taxes and is not subject~~ to ~~federal income tax. Instead, the Company’s members or its indirect members or partners are subject to federal income tax. The Company may~~ be ~~subject~~a ~~to certain state income taxes which management believes to be insignificant~~VIE. The Company ~~intends~~consolidates tothis ~~make~~entity ~~an election to be taxed~~ as ait ~~REIT~~has ~~under Sections 856 through 860 of~~ the ~~Internal~~ability ~~Revenue Code of 1986, as amended, commencing with its taxable year ending December 31, 2025. If the Company qualifies for taxation as a REIT, the Company generally will not be subject~~ to ~~federal~~direct ~~corporate income tax to~~ the ~~extent~~most itsignificant ~~distributes~~activities ~~90%~~ of ~~its taxable income to its shareholders. REITs are subject to a number of other organizational and operational requirements. Even if~~ the ~~Company~~entity ~~qualifies~~such ~~for taxation~~ as apurchases, ~~REIT~~dispositions, itfinancings, ~~may be subject to certain state and local taxes on its income and property~~budgets, and ~~federal~~overall ~~income~~operating ~~and excise taxes on its undistributed income~~plans.

~~Organization~~For consolidated entities, the non-controlling partner’s share of the assets, liabilities, and ~~Offering~~operations ~~Expenses~~of each entity is included in non-controlling interests as equity of the Company. The non-controlling partner’s interest is generally computed as the non-controlling interests’ ownership percentage. Any profits interest due to the other owner is reported within non-controlling interests.

~~The~~Use ~~Adviser has agreed to advance organization and offering expenses on behalf~~ of the Company (including legal, accounting, and other expenses attributable to the organization, but excluding upfront selling commissions, dealer manager fees, and ongoing shareholder servicing fees) through the first anniversary of the initial closing of the Company’s private offering. The Company will reimburse the Adviser for all such advanced expenses ratably over a 60-month period following the first anniversary of the initial closing of the private offering. After the first anniversary of the initial closing of the Company’s private offering, the Company will reimburse the Adviser for any organization and offering expenses associated with the Company’s private offering that the Adviser incurs as and when incurred.Estimates

AsThe preparation of ~~September 30,~~condensed ~~2025,~~consolidated ~~the~~financial ~~Adviser~~statements ~~and~~in ~~its~~conformity ~~affiliates~~with ~~had~~GAAP ~~incurred~~requires ~~organization and offering expenses on~~ the Company’s ~~behalf~~to ofmake ~~approximately~~estimates ~~$4,980,816. These organization~~ and ~~offering~~assumptions ~~expenses~~that ~~are~~affect ~~not~~certain ~~recorded~~reported inamounts ~~the~~of ~~accompanying~~assets ~~balance~~and ~~sheet~~liabilities ~~until~~and ~~the~~disclosure ~~liability~~of iscontingent ~~deemed~~assets ~~probable,~~and ~~specifically,~~liabilities ~~when~~as ~~the~~of ~~Company commences operations with~~ the ~~initial~~date ~~closing~~ of the ~~private~~condensed ~~offering.~~consolidated ~~When~~financial ~~recorded~~statements byand the ~~Company,~~reported ~~organizational~~amounts ~~expenses~~of ~~will~~revenues ~~be expensed as incurred,~~ and ~~offering~~ expenses ~~will~~during bethe ~~charged~~reporting ~~to shareholders’ equity~~period. ~~Any~~Actual ~~amount~~results ~~due~~may todiffer ~~the~~materially ~~Adviser~~from ~~but~~these ~~not paid will be recognized as a liability on the balance sheet~~estimates.

The Company believes the estimates and assumptions underlying its condensed consolidated financial statements are reasonable and supportable based on the information available as of March 31, 2026. Inherent in such estimates and judgments relating to future cash flows, which include the Company’s interpretation of current economic indicators and market valuations, are assumptions about the Company’s strategic plans with regard to its operations. Actual results could differ materially from those estimates.

Rental Revenue

The Company’s primary source of revenues is rental revenue, which consists of fixed contractual base rent arising from leases, all of which are classified as operating leases. The Company has elected the non-separation practical expedient for lessors and presents both base rent and tenant reimbursements as a single rental revenue line item in accordance with ASC 842, Leases. Revenues under operating leases that are deemed probable of collection are recognized as revenue on a straight-line basis over the non-cancelable term of the related leases. The Company records certain expenses on a gross basis as the Company pays for such expenses directly and is subsequently reimbursed by the customer. These reimbursements are recorded in rental revenue when incurred. The Company begins to recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space. Base rent arising from leases at our properties is recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. For leases that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the customer, with any customer and deferred rent receivable balances charged as a direct write-off against rental revenue in the period of the change in the collectability determination. Our estimate of collectability includes, but is not limited to, factors such as the customer’s payment history, financial condition, industry and geographic area. These estimates could differ materially from actual results.

Expense Recognition

Certain tenants lease the Company’s properties on long-term triple-net basis, which provides that the tenants are responsible for the payment of most, if not all, property operating expenses during the lease term, including, but not limited to, property taxes, utilities, repairs and maintenance, insurance, and capital expenditures. Other leases may be structured on a modified gross or similar basis, under which the Company retains responsibility for certain operating costs. The Company pays for these expenses directly and is subsequently reimbursed by the tenants. In limited circumstances involving certain single-tenant sites, tenants may remit utility expenses directly to the service providers. Management records such expenses when incurred on a gross basis. Operating expenses represent the direct expenses of operating the properties that are expected to continue in the ongoing operations of the Company.

General and administrative expenses are recognized when incurred and include recurring administrative costs incurred by the Company that are directly attributable to the Company’s data center properties and are expected to continue in future periods.

Investment in Unconsolidated Joint Venture

The Company has elected the FVO for its investment in unconsolidated joint venture, as this election aligns the accounting for GAAP and the calculation of monthly NAV for these investments. The Company therefore reports these investments at fair value in Investment in unconsolidated joint venture on the Condensed Consolidated Balance Sheets. Changes in the fair value of equity method investments under the FVO are recorded as Income from unconsolidated joint venture in the Condensed Consolidated Statements of Operations.

The Company evaluates its equity method investments on a periodic basis to determine if there are any indicators that the value of our equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent an impairment has occurred and is determined to be other-than-temporary, the Company measures the charge as the excess of the carrying value of our investment over its estimated fair value, which is determined by calculating our share of the estimated fair market value of the underlying net assets based on the terms of the applicable partnership or joint-venture agreement. For equity investments in entities that hold real estate, the estimated fair value of the underlying investment’s real estate is calculated based on whether the acquisition of a property qualifies as a business combination or an asset acquisition. The fair value of the underlying investment’s debt, if any, is calculated based on market interest rates and other market information. The fair value of the underlying investment’s other financial assets and liabilities have fair values that generally approximate their carrying values.

Distributions received from equity method investments are classified using the nature of distributions approach. Distributions received are classified based on the nature of the activity or activities that generated the distributions as a

return on the investment, which are classified as cash inflows from operating activities, or a return of investment, which are classified as cash inflows from investing activities. Investments made for equity method investments are classified as cash outflows from investing activities in the Condensed Consolidated Statements of Cash Flows.

Fair Value Measurements

The carrying amounts of cash and cash equivalents and accounts payable and accrued expenses reasonably approximate fair value, in the Company’s judgment, because of their short-term nature.

In accordance with ASC 820, Fair Value Measurement, the Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer or settle a liability in an orderly transaction between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of the three broad levels described below:

•Level 1 — Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

•Level 2 — Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

The Company has estimated the fair value of its financial instruments and non-financial assets using available market information and valuation methodologies we believe to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition.

Valuation of assets and liabilities measured at fair value

The Company’s debt investments and FVO equity method investments are reported at fair value. As of March 31, 2026, the Company’s debt investments reported at fair value consisted of CMBS securities.

In determining the fair value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service providers’ internal models for securities such as real estate debt generally consider the attributes applicable to a particular class of the security (e.g., credit rating, seniority), current market data, and estimated cash flows for each security, and incorporate specific collateral performance, as applicable. When readily available market quotations are not available, the Company will generally determine the initial value based on the acquisition price of such investment if acquired by the Company or the par value of such investment if originated by the Company. Following the initial measurement, the Company will determine fair value by utilizing or reviewing certain of the following: (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield or loan-to-value ratios, and (vii) borrower financial condition and performance. Refer to Note 5 - Debt Investments for additional details.

The Company has elected the FVO for its investment in unconsolidated joint venture and therefore, reports these investments at fair value. The Company estimates the fair market value of these investments based on its pro rata share of the investments’ equity at fair value. The investments’ underlying debt investments and debt are valued on a recurring basis using unobservable inputs (Level 3 inputs). The fair value of the underlying debt investments and debt is determined by discounting the future contractual cash flows to the present value using current market interest rates. As of March 31, 2026, the weighted average interest rate utilized to value the underlying debt investments was 5.9% and the weighted average interest rate utilized to value the debt was 5.4%.

The Company’s derivative financial instruments are reported at fair value and consist of interest rate hedging derivatives. The calculation of the fair value of derivative instruments is complex and different inputs in the model can result in significant changes to the fair value of derivative instruments and the related gain or loss on derivative instruments included in our financial statements. The fair values of the Company’s interest rate contracts were estimated using advice

from a third-party derivative specialist, based on cash flows and observable inputs consisting primarily of yield curves and credit spreads (Level 2 inputs). Fair value information relating to derivative financial instruments is provided in Note 8 - Derivative Financial Instruments.

As of March 31, 2026, there were no liabilities measured at fair value on a recurring basis. The following table details the Company’s assets measured at fair value on a recurring basis:


	March 31, 2026						December 31, 2025
	Level 2		Level 3		Total		Level 2		Total
Assets:
Investment in unconsolidated joint venture	$	—	$	46,977	$	46,977	$	—	$	—
Debt investments	154,842		—		154,842		28,574		28,574
Interest rate hedging derivatives (1)	—		—		—		3,881		3,881
Total	$	154,842	$	46,977	$	201,819	$	32,455	$	32,455

(1) Included within Other assets within the Condensed Consolidated Balance Sheet.

The following table details the Company’s assets measured at fair value on a recurring basis using Level 3 inputs:


	Investment in Unconsolidated Joint Venture		Total Assets
Balance as of December 31, 2025	$	—	$	—
Purchases	46,302		46,302

Included in net income
Income from unconsolidated joint venture	675		675
Balance as of March 31, 2026	$	46,977	$	46,977

Deferred Financing Costs

In accordance with ASC 835, Interest, the Company defers fees and direct costs incurred to obtain financing. Deferred financing costs include legal, structuring and other loan costs incurred by the Company and are amortized to expense using the straight-line method, which approximates the effective interest method, over the term of the loan to which they relate. Unamortized deferred financing costs are charged to interest expense when the related financing is repaid prior to its scheduled maturity date.

Earnings Per Share

Our Class S, Class D, and Class I shares are allocated net income (loss) at the same rate per share and receive the same gross distribution per share. The Company does not pay a management fee or performance participation allocation expense with respect to the Class E shares or Class E OP Units and as a result, such fees are class-specific expenses. Because Class E shares are excluded from the calculation of the management fee and performance participation allocation expense, the Company is required to apply the two-class method in calculating earnings per share.

The Company calculates net loss for the calculation of earnings per share for Class S, Class D, Class I, and Class E shares by allocating net loss before management fee and performance participation expense to Class S, Class D, Class I, and Class E shares on a pro rata basis, before allocating the management fee and performance participation expense to Class S, Class D, and Class I shares on a pro rata basis.

Basic net loss per Class S, Class D, and Class I share and per Class E share was computed using the two-class method by dividing net loss attributable to Class S, Class D, and Class I shareholders and Class E shareholders, respectively, by the weighted average number of Class S, Class D, and Class I shares and Class E shares outstanding during the period. Diluted net loss per Class S, Class D, and Class I share and per Class E share was computed using the two-class method by dividing dilutive net loss attributable to Class S, Class D, and Class I shareholders and Class E shareholders by the weighted average number of dilutive Class S, Class D, and Class I shares and Class E shares outstanding during the period.

Redeemable Class E shares issued to the Adviser as payment for management fees and incentive compensation awards of OP Units to certain employees of the Adviser are included in our calculation of diluted earnings per common and Class E shares.

Share-Based Compensation

We compensate each of our non-employee trustees on the Board who are not affiliated with Blue Owl with an annual retainer of restricted Class E shares as part of their compensation for services on the Board. We recognize compensation expense related to share-based awards to our independent trustees in our condensed consolidated financial statements based on the fair value of the award on the date of grant.

Recently Issued Accounting Pronouncements Not Yet Adopted

The Company considers the applicability and impact of all accounting standards and pronouncements issued by the FASB. Accounting standards and pronouncements not yet adopted were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s results of operations, financial position, and cash flows.

4In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), which requires disaggregated disclosure of income statement expenses for public business entities (PBEs). ~~Equity~~The ASU does not change the presentation or structure of the income statement, or change or remove existing disclosure requirements; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The objective of ASU 2024-03 is to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in ASU 2024-03 apply to all PBEs, including entities that file or furnish financial statements with the SEC, inclusive of brokers and dealers in securities and voluntary filers. However, the amendments do not apply to private companies, not-for-profit entities, and employee benefit plans. The ASU should be adopted prospectively, however, retrospective adoption is permitted. The ASU is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of adopting the standard on the Company’s financial statement disclosures.

~~As of September 30, 2025, the Company had not issued any common or preferred shares other than the common shares purchased in connection with the Initial Capitalization~~3. Investments ~~See Note 2 - Capitalization. The Company intends to issue multiple share classes~~ in ~~connection~~Real ~~with its continuous private offering~~Estate, ~~which are expected to differ in ongoing servicing fees and investor eligibility criteria.~~Net

Investments in real estate, net consisted of the following:

5. Related Party Transactions


	March 31, 2026		December 31, 2025
Buildings, infrastructure, and building improvements	$	2,864,132	$	2,864,688
Land and land improvements	289,892		289,892
Customer improvements	43,818		43,818
Furniture, fixtures, and equipment	2,612		2,612
Construction in process	84,767		74,302
Total	3,285,221		3,275,312
Accumulated depreciation	(40,010)		(10,004)
Investments in real estate, net	$	3,245,211	$	3,265,308

~~The~~During ~~Company~~the ~~has~~three ~~entered~~months ~~into~~ended anMarch ~~advisory~~31, ~~agreement~~2026, ~~with~~$6,623 ~~the~~of ~~Adviser.~~construction ~~Pursuant~~in toprocess ~~the~~was ~~advisory~~placed ~~agreement,~~into ~~the~~service ~~Adviser~~to isbuildings, ~~responsible for sourcing~~infrastructure, ~~evaluating~~ and ~~monitoring~~building ~~the~~improvements. ~~Company’s~~This ~~investment~~increase ~~opportunities~~was ~~and~~offset ~~making~~by ~~decisions~~$7,040 ~~related~~of topurchase ~~the~~price ~~acquisition,~~adjustments ~~development,~~recorded ~~management,~~during ~~financing~~the ~~and~~period ~~disposition~~related ofto the ~~Company’s~~prior ~~assets,~~acquisition inof ~~accordance~~11 ~~with~~data ~~the~~center ~~Company’s~~assets ~~investment~~(the ~~objectives,~~“Initial ~~guidelines,~~Portfolio”) ~~policies~~related ~~and~~to ~~limitations,~~the ~~subject~~settlement toof ~~oversight~~final byprorations ~~the~~and ~~Company’s~~transaction ~~board~~costs, ofincluding ~~trustees~~transfer taxes.

~~Certain~~As ~~affiliates~~ of ~~the Company~~March 31, ~~including the Adviser~~2026, ~~will receive fees and compensation in connection with~~ the ~~offering~~total ~~and~~rentable ~~ongoing~~capacity ~~management~~ of the ~~assets of the~~ Company. ~~The~~was ~~Adviser~~163 ~~will be paid a management fee equal to 1.25% of NAV per annum~~megawatts, ~~attributable to the Class S shares, Class D shares, and Class I shares, payable monthly. The management fee may be paid, at the Adviser’s election, in cash, Class E shares or Class E units~~ of ~~the~~which ~~Operating Partnership, or any combination thereof~~99. In addition, certain affiliates of the Adviser (the “Special Limited Partners”) will hold a performance participation interest in the Operating Partnership. The Special Limited Partners are entitled to an allocation from the Operating Partnership equal to 12.56% ofwas ~~total return on the Class S units, Class D units, and Class I units, after the other unit holders have received a total return of 5% (after recouping any loss carryforward amount)~~leased. ~~The performance participation allocation is measured on a calendar year basis and is paid quarterly in Class E units or cash, at the election of the Special Limited Partners.~~

413

The Company may retain certain of the Adviser’s affiliates for necessary services relating to the Company’s investments or its operations, including any administrative, accounting, development management, construction management, property management, asset management, site selection, leasing, legal, insurance, compliance, and other operational functions4. Investment Asin ofUnconsolidated ~~September 30,~~Joint ~~2025, the Company had not retained any affiliate of the Adviser for any such services.~~Venture

~~The~~As Company has entered into a Dealer Manager Agreement with Blue Owl Securities LLC (the “Dealer Manager”) pursuant to which the Dealer Manager will serve as the dealer manager for its private offering of ~~Class S~~March 31, ~~Class D~~2026, ~~and Class I shares. In addition,~~ the Company ~~intends~~owns tointerests ~~enter~~in ~~into~~one ~~participating~~unconsolidated ~~broker-dealer~~joint ~~agreements~~venture with ~~certain~~a ~~broker-dealers.~~third ~~The~~party, ~~Company~~which ~~pays~~is ~~the~~accounted ~~Dealer~~for ~~Manager~~under ~~an ongoing servicing fee (i) with respect to~~ the ~~outstanding~~FVO. ~~Class~~The SCompany ~~shares~~did ~~equal~~not tohave ~~0.85%~~any ~~per~~investments ~~annum~~in ofunconsolidated ~~the~~joint ~~aggregate~~ventures ~~net~~as ~~asset value~~ of ~~the~~December 31, ~~outstanding Class S shares and (ii) with respect to the outstanding Class D shares equal to 0~~2025.~~25%~~ ~~per~~The ~~annum~~following oftable ~~the~~details ~~aggregate net asset value of~~ the ~~outstanding Class D shares. The~~ Company’s ~~will~~investment ~~not~~as ~~pay~~of anMarch 31, ~~ongoing~~2026: ~~servicing fee with respect to its outstanding Class I shares or Class E shares.~~

6. Economic Dependency


Investment	Number of Investments	Ownership Percentage	Carrying Amount of Investment		Income
Unconsolidated joint venture accounted for under the FVO
Debt investments	1	40.0%	$	46,977	$	675
Total unconsolidated joint venture accounted for under the FVO	1		$	46,977	$	675

The Company will be dependent on the Adviser and its affiliates for certain services that are essential to it, including the sale of the Company’s common shares, acquisition, development, and financing decisions, and certain other responsibilities5. Debt ~~In the event that the Adviser and its affiliates are unable to provide such services, the Company would be required to find alternative service providers.~~Investments

~~7. Commitments~~As of March 31, 2026 and ~~Contingencies~~December 31, 2025, the Company’s debt investments consisted of CMBS, which are detailed in the following tables:

As of September 30, 2025, the Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.

March 31, 2026

Type of Security/Loan

Weighted Average

Coupon(1)

Weighted Average Maturity Date (2)

Face
Amount

Cost Basis

Fair Value

CMBS

SOFR + 4%

7/11/2042

155,242

156,011

154,842

8. Subsequent Events

December 31, 2025

Type of Security/Loan

Weighted Average

Coupon(1)

Weighted Average Maturity Date (2)

Face
Amount

Cost Basis

Fair Value

CMBS

SOFR + 3%

5/19/2043

28,388

28,574

In(1)The ~~preparation~~term ofSOFR ~~the~~refers ~~accompanying~~to ~~Condensed Consolidated Financial Statements,~~ the ~~Company~~relevant ~~has~~floating ~~evaluated~~benchmark ~~events and transactions that occurred after September 30~~rate, ~~2025~~one-month ~~for recognition or disclosure purposes~~SOFR. ~~Based on this evaluation, we identified the following subsequent events, from September 30, 2025 through November 7, 2025, the date on which the financial statements were available to be issued.~~

~~Advisory~~(2)Weighted ~~Agreement~~average maturity date is based on the fully extended maturity date of the instrument.

OnThe ~~October~~following 3,table ~~2025,~~details the ~~Company,~~credit ~~the~~rating Operating Partnership, and the Adviser entered into an advisory agreement pursuant to which the Adviser has the authority to source, evaluate, and monitor the Company’s investment opportunities and make decisions related to the acquisition, management, financing, and disposition of the Company’s ~~assets,~~debt ~~in accordance with the Company’s investment objectives, guidelines, policies, and limitations, subject to oversight by the Company’s board of trustees.~~ investments:

Administration Agreement


	March 31, 2026						December 31, 2025
Credit Rating	Cost Basis		Fair Value		Percentage Based on Fair Value		Cost Basis		Fair Value		Percentage Based on Fair Value
AAA	$	10,069	$	9,984	6	%	$	—	$	—	—	%
A-	27,789		27,423		18	%	12,224		12,224		43	%
BBB	5,273		5,216		4	%	5,272		5,272		18	%
BBB-	15,502		15,297		10	%	11,078		11,078		39	%
BB+	6,131		6,097		4	%	—		—		—	%
BB	9,753		9,777		6	%	—		—		—	%
BB-	64,433		63,987		41	%	—		—		—	%
B+	17,061		17,061		11	%	—		—		—	%
Total	$	156,011	$	154,842	100	%	$	28,574	$	28,574	100	%

The following table provides the activity for the real estate-related securities for the three months ended March 31, 2026:

On October 3, 2025, the Company and the Adviser, which will serve as the Company’s administrator (the Adviser, in its capacity as the administrator, the “Administrator”), entered into an administration agreement pursuant to which the Administrator will provide certain office and administrative services to the Company and the Operating Partnership.


	Amortized Cost Basis		Gain/(Loss)		Fair Value
Real estate-related securities as of December 31, 2025	$	28,574	$	—	$	28,574

~~Amended and Restated Limited Partnership Agreement~~14

On October 3, 2025, the Operating Partnership entered into an Amended and Restated Limited Partnership Agreement, by and among the Company, as general partner and as limited partner, each of BODI Trust Carry LP, a Delaware limited partnership, and Blue Owl Digital Infrastructure Trust Carry LLC, a Delaware limited liability company, and the other limited partners party thereto from time to time.


Face value of real estate-related securities acquired	128,595		—		128,595
Sale of real estate-related securities	(1,593)		—		(1,593)
Realized gain on sale of real estate-related securities	2		—		2
Interest income associated with real estate-related securities	433		—		433
Unrealized loss on real estate securities	—		(1,169)		(1,169)
Real estate-related securities as of March 31, 2026	$	156,011	$	(1,169)	$	154,842

~~Dealer Manager Agreement~~6. Intangibles

The gross carrying amount and accumulated amortization of the Company’s identified intangible lease assets and liabilities consisted of the following:

On October 3, 2025, the Company entered into a dealer manager agreement with the Dealer Manager, pursuant to which the Dealer Manager will serve as the dealer manager for the Company’s continuous private offering.


		March 31, 2026						December 31, 2025
	Weighted Average Life (Years)	Intangible lease assets, gross		Accumulated amortization		Intangible lease assets, net		Intangible lease assets, gross		Accumulated amortization		Intangible lease assets, net
Intangible lease assets
In-place lease intangibles	7.4	$	335,375	$	(25,320)	$	310,055	$	335,375	$	(6,342)	$	329,033
Acquired above-market leases	5.5	58,472		(3,399)		55,073		58,472		(850)		57,622
Other lease intangibles	4.3	128,219		(8,299)		119,920		128,219		(2,091)		126,128
Total intangible lease assets	6.4	$	522,066	$	(37,018)	$	485,048	$	522,066	$	(9,283)	$	512,783

	Weighted Average Life (Years)	Intangible lease liabilities, gross		Accumulated amortization		Intangible lease liabilities, net		Intangible lease liabilities, gross		Accumulated amortization		Intangible lease liabilities, net
Intangible lease liabilities
Acquired below-market leases	12.8	$	516,534	$	(8,520)	$	508,014	$	516,534	$	(2,130)	$	514,404
Total intangible lease liabilities	12.8	$	516,534	$	(8,520)	$	508,014	$	516,534	$	(2,130)	$	514,404

~~Amended~~Amortization expense related to the intangible lease assets for the three months ended March 31, 2026 was $27,735, of which $25,186 and ~~Restated~~$2,549 ~~Declaration~~is included in depreciation and amortization and rental revenue, respectively, within the Condensed Consolidated Statement of ~~Trust~~Operations. Amortization expense related to the intangible liabilities for the three months ended March 31, 2026 was $6,390 and ~~Bylaws~~is included in rental revenue within the Condensed Consolidated Statement of Operations. The amount included in rental revenue is related to acquired above- and below-market leases.

5The estimated future amortization on the Company’s intangible assets and liabilities for each of the next five years and thereafter as of March 31, 2026 is as follows:

Effective on October 3, 2025, the Company executed its Amended and Restated Declaration of Trust, which amended and restated the Company’s Declaration of Trust, dated April 7, 2025. In connection, the Company adopted its bylaws.


	In-place lease intangibles		Acquired above-market leases		Other lease intangible assets		Acquired below-market leases
2026 (remaining)	$	42,907	$	7,648	$	15,489	$	(19,169)
2027	30,865		8,455		16,330		(25,336)
2028	22,871		6,177		15,511		(24,323)
2029	19,239		5,199		14,122		(23,924)
2030	16,587		3,979		11,869		(22,729)
2031	12,244		2,559		9,577		(21,209)
Thereafter	165,342		21,056		37,022		(371,324)
Total	$	310,055	$	55,073	$	119,920	$	(508,014)

~~Share Repurchase Plan and Distribution Reinvestment Plan~~15

On October 3, 2025, the Company adopted a share repurchase plan, pursuant to which shareholders may request on a quarterly basis that the Company repurchase all or any portion of their shares, subject to certain limitations as set forth therein7. Debt In addition, on October 3, 2025, the Company adopted a distribution reinvestment plan, whereby shareholders will have their cash distributions automatically reinvested in additional common shares unless they elect to receive their distributions in cash.

~~Transaction~~Our ~~Agreement~~consolidated ~~for~~indebtedness ~~Initial~~currently ~~Portfolio~~consists of borrowings under our mortgage loans and variable funding notes. Borrowings under our non-recourse mortgage notes are cross-collateralized and are backed by the security interests in the right, title, and interest of the underlying properties, as well as the leases and related contracts, including first mortgages on each of those properties. The following table details the mortgage loans and variable funding notes of the Company:

On October 8, 2025, the Company entered into a transaction agreement (the “Transaction Agreement”) with Blue Owl Digital Infrastructure Fund I LP (“BODI I Main Fund”), a Delaware limited partnership, Blue Owl Digital Infrastructure Fund I-A LP (“BODI I-A”), a Delaware limited partnership, Blue Owl Digital Infrastructure Fund I-B LP, a Delaware limited partnership (“BODI I-B” and, together with BODI I Main Fund and BODI I-A, the “BODI I Funds”), Blue Owl Digital Infrastructure I GP LLC, a Delaware limited liability company, ICONIQ DC Splitter 1-A, L.P., a Delaware limited partnership (the “394 Pacific Holdco”), and IPI STACK Domestic REIT Holdings L.P., a Delaware limited partnership (“STACK USA Holdco”).


				Principal Balance Outstanding
Indebtedness	Weighted Average Interest Rate (1)	Weighted Average Maturity Date (2)	Maximum Facility Size	March 31, 2026		December 31, 2025
Mortgage loans
Secured fixed rate ABS loans (3)	5.39%	1/21/2030	N/A	$	1,820,000	$	1,775,000

Variable funding notes
Secured variable funding notes (4)	S+ 1.85%	5/27/2028	$100,000	—		30,578

Total indebtedness				$	1,820,000	$	1,805,578
Deferred financing costs, net				(19,699)		$	—
Discount on debt, net				(15,977)		(4,165)
Secured mortgage loans and notes, net				$	1,784,324	$	1,801,413

The Transaction Agreement relates to the acquisition of a portfolio of 11 digital infrastructure real estate assets, as further described in the Transaction Agreement (the “Subject Assets”), by the Company from the BODI I Funds (the “Transaction”). The BODI I Funds indirectly hold the Subject Assets through STACK USA Holdco and 394 Pacific Holdco. Under the Terms of the Transaction Agreement, the BODI I Funds intend to sell their indirect interests in each of STACK Infrastructure USA, LLC and 394 Pacific DC Portland Domestic REIT, LLC to the Company for a purchase price equal to $3.29 billion, subject to customary adjustments, including a reduction for existing indebtedness and other prorations, resulting in a net purchase price of approximately $1.40 billion (the “Purchase Price”).__________________

At or prior to the closing of the Transaction, each of STACK USA Holdco and 394 Pacific Holdco has agreed to distribute in kind the Subject Assets attributable to certain limited partners of the BODI I Funds (~~the~~1)The ~~“Rolling~~term ~~Fund I LPs~~“S”), inrefers ~~accordance with such limited partners’ election,~~ to the ~~applicable~~relevant ~~BODI~~floating Ibenchmark ~~Funds~~rate, ~~and~~one-month ~~such BODI I Funds have agreed to further distribute in kind such Subject Assets attributable to the Rolling Fund I LPs to the applicable Rolling Fund I LPs~~SOFR. Further, each Rolling Fund I LP has agreed to contribute, directly or indirectly, its respective Contributed Assets (as defined in the Transaction Agreement) to the Company or Operating Partnership, as applicable. The ratable value of the Contributed Assets attributable to the Rolling Fund I LPs will be paid to the Rolling Fund I LPs in the form of shares of the Company or units of the Operating Partnership (as elected by each Rolling Fund I LP). The ratable portion of the Purchase Price not attributable to the Rolling Fund I LPs will be paid by the Company in cash to the BODI I Funds.

(2)The ~~Transaction~~maturity isdate ~~expected~~on toour ~~close~~secured infixed ~~December~~rate ~~2025~~ABS ~~and~~loans ~~is subject to certain conditions to closing, including, but not limited to all parties’ satisfaction of various closing conditions contained in the Transaction Agreement~~ and ~~the~~secured ~~delivery~~fixed ofrate ~~the~~funding ~~required~~notes ~~documents at closing. There~~ is ~~no assurance that~~ the ~~Company~~anticipated ~~will~~repayment ~~close the Transaction on the terms described above or at all~~date.

6(3)The secured ABS mortgage loans have fixed interest rates ranging from 5.00% to 5.90% and anticipated repayment maturity dates ranging from July 2028 to March 2031.

(4)The secured variable funding notes bear interest based on the term SOFR plus a 10 basis point adjustment, plus a margin of 175 basis points. The maturity date of May 27, 2028 excludes the impact of certain extension options.

Secured Data Center Revenue Term Notes

On March 3, 2026, Stack Infrastructure Issuer, LLC, an indirect wholly-owned subsidiary of the Company, issued $695,000 aggregate principal amount of secured fixed rate ABS loans, Series 2026-1 Class A-2, in a private placement. The notes have an interest rate of 5.0% and have an anticipated repayment date of March 25, 2031. The Company used the proceeds to repay certain outstanding secured fixed rate ABS loans and for other general corporate purposes.

Financial Covenants

The Company is subject to various financial and operational covenants under certain of its mortgage loans and variable funding notes. These covenants require the Company to maintain certain financial ratios, which include leverage, debt service coverage, and liquidity thresholds, among others. As of March 31, 2026, the Company believes it was in compliance with all of its financial covenants that could result in a default under such agreements.

The following table details the future principal payments due under the Company’s outstanding third-party borrowings as of March 31, 2026:


Year	Amount
2026 (remaining)	$	—
2027	—
2028	540,000
2029	240,000
2030	345,000
2031	695,000
Thereafter	—
Total	$	1,820,000

8. Derivative Financial Instruments

The Company uses derivative financial instruments to minimize the risks and/or costs associated with the Company’s financing transactions. As of December 31, 2025 the derivative in place qualified as a cash flow hedge under the hedge accounting requirements of ASC 815. The Company did not have any derivatives in place as of March 31, 2026.

Changes in the fair value of cash flow hedges are recorded in accumulated other comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income for our interest rate swap and interest rate caps will be reclassified to interest expense as forecasted interest payments are made on the Company’s mortgage loans. Refer to Note 2 - Summary of Significant Accounting Policies and Estimates for additional detail.

Interest Rate Contracts

Certain of the Company’s forecasted financing transactions expose the Company to interest rate risks, which include exposure to variable interest rates on certain mortgage loans secured by the Company’s data center properties. The Company uses derivative financial instruments to minimize the risks and/or costs associated with the Company’s financing and to limit the Company’s exposure to the future variability of interest rates. To mitigate this risk, the Company enters into derivative financial instruments with counterparties it believes to have appropriate credit ratings and that are major financial institutions with which the Company and its affiliates may also have other financial relationships.

The Company’s objective in using interest rate derivatives is to add stability to its interest expense and to manage its exposure to interest rate fluctuations. To accomplish this objective, we use interest rate swap contracts to manage our exposure on variable rate interest debt and variable rate investments in real estate debt. The Company designated its derivative financial instrument in place as of December 31, 2025 as a cash flow hedge as defined under GAAP.

The following table details the Company’s outstanding derivatives:


			Notional Amount
Financial Instruments	Number of Instruments	Weighted Average Maturity Date	March 31, 2026		December 31, 2025
Derivatives Designated as Hedging Instruments
Interest rate swaps	N/A	N/A	$	—	$	600,000
Total			$	—	$	600,000

The fair value of the Company’s derivative financial instruments included in the Condensed Consolidated Balance Sheet is detailed below:


Derivatives Designated as Hedging Instruments	Balance Sheet Location	March 31, 2026		December 31, 2025
Interest rate swaps	Other Assets	$	—	$	3,881
Total		$	—	$	3,881

The following table details the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations during the three months ended March 31, 2026:


	Amount of Gain (Loss) Recognized in OCI		Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income
Derivatives Designated as Hedging Instruments	March 31, 2026			March 31, 2026
Interest rate swaps - Investments	$	(2,356)	Interest Expense	$	(16)
Total	$	(2,356)		$	(16)

9. Related Party Transactions

Due to Affiliates

The following table details the components of due to affiliates:


	March 31, 2026		December 31, 2025
Accrued ongoing servicing fees	$	39,370	$	34,438
Accrued management fee	2,310		995
Performance participation allocation	3,537		1,319
Advanced organization and offering costs	11,148		7,584
Transaction prorations	475		7,421
Other expenses	1,946		3,103
Total	$	58,786	$	54,860

Ongoing Servicing Fees

The Company accrues ongoing servicing fees payable to Blue Owl Securities LLC (the “Dealer Manager”), for ongoing services rendered to shareholders for Class S, and Class D shares equal to 0.85%, and 0.25%, respectively, per annum of the aggregate NAV of the respective outstanding class of shares. The ongoing servicing fees are paid monthly in arrears.

Accrued Management Fees

The Company pays the Adviser a management fee equal to 1.25% of NAV for Class S shares, Class D shares, and Class I shares per annum payable monthly for services rendered related to ongoing operations of ODIT pursuant to the Advisory Agreement. Additionally, to the extent that ODIT OP issues OP Units to parties other than the Company, ODIT OP will pay the Adviser a management fee equal to 1.25% of the NAV of OP Units attributable to Class S OP Units, Class D OP Units, and Class I OP Units not held by us per annum payable monthly.

The management fee may be paid, at the Adviser’s election, in cash, Class E shares or Class E OP Units. During the three months ended March 31, 2026, the Company incurred management fees of $3,380 and issued 203,345 Class E shares to the Adviser as payment for management fees. Management fees of $2,310 were accrued and unpaid as of March 31, 2026. The shares issued to the Adviser for payment of the management fee were issued at the applicable NAV per share at the end of the immediately preceding month. From Inception through March 31, 2026, no Class E shares or Class E OP units issued as payment of management fees were redeemed.

Performance Participation Allocation

In addition to the fees paid to the Adviser for services provided pursuant to the Advisory Agreement, the Special Limited Partners hold a performance participation allocation in ODIT OP that entitles them to receive an allocation of ODIT OP’s total return. Total return is defined as total distributions plus the change in the Company’s NAV per share, adjusted for subscriptions and repurchases. The performance participation allocation is an incentive fee paid to the Adviser and receipt of the allocation is subject to the ongoing effectiveness of the Advisory Agreement. Under the ODIT OP agreement, the Special Limited Partners are entitled to an allocation from ODIT OP with respect to the Class S OP Units, Class D OP Units, and Class I OP Units equal to 12.5% of total return, after the other unit holders have received a total return of 5% (after recouping any loss carryforward amount). The allocation of the performance participation allocation is measured on a calendar year basis and is paid quarterly in Class E OP Units, Class E shares, or cash, at the election of the Special Limited Partner. As the performance participation allocation is associated with the performance of services rendered by the Adviser, and the Special Limited Partners are only entitled to the performance participation allocation provided that the Advisory Agreement has not been terminated, the Company accounts for the performance participation allocation as an expense in its Consolidated Statements of Operations. During the three months ended March 31, 2026, the Company recognized $3,537 of performance participation allocation expense, which was accrued and unpaid as of March 31, 2026, and issued 130,473 Class E OP Units to the Special Limited Partners as payment of performance participation allocation accrued as of December 31, 2025, at the respective NAV per unit. From Inception through March 31, 2026, no Class E OP Units issued as payment of performance participation allocation were redeemed.

Advanced Organization and Offering Costs

The Adviser has agreed to advance all of the organization and offering costs on behalf of the Company (including legal, marketing, due diligence, administrative, accounting, design and website expenses, fees and expenses of our escrow agent and transfer agent, and other expenses attributable to the Company’s organization, but excluding ongoing servicing fees) through December 1, 2026. Such costs are recorded as a component of Due to affiliates on the Company’s Consolidated Balance Sheet and will commence being reimbursed to the Adviser pro rata over 60 months beginning December 1, 2026.

Transaction Prorations

Pursuant to the transaction described in Note 3 - Investments in Real Estate, Net, the purchase agreement provided for closing and post-closing adjustments, with any amounts owed by one party to the other settled in the ordinary course pursuant to the agreement’s post‑closing adjustment procedures. As of March 31, 2026 and December 31, 2025, the Company owed $475 and $7,421, respectively, to BODI I Funds for customary post-closing prorations related to working capital.

Other Expenses

The Company engages an affiliate of the Adviser, STACK Infrastructure, Inc. (“STACK Inc.”), to provide site management and administrative services. The management agreement with STACK Inc. provides for a 3% management fee on base rent collected on STACK Inc. operated data centers, as well as a facility maintenance fee for onsite security and personnel required to maintain the data centers (collectively, “Property Management Fees”). During the three months ended March 31, 2026, the Company incurred $7,356 in Property Management Fees which are included within rental property operating expenses on the Condensed Consolidated Statement of Operations.

Common Shares Held by Affiliates

As of March 31, 2026 and December 31, 2025, ODIT affiliates and their employees owned 70,337,909 and 70,000,100 Class E shares, and 718,541 and 588,042 Class E OP Units, respectively, including shares held by other funds managed by the Adviser and its affiliates. The aggregate amount of Class E shares owned by ODIT affiliates and their employees was $722,383 and $705,944, respectively, based on the NAV per share/unit as of March 31, 2026 and December 31, 2025. The aggregate amount of Class E Units owned by ODIT affiliates and their employees was $7,380 and $5,930, respectively, based on the NAV per share/unit as of March 31, 2026 and December 31, 2025. From Inception through March 31, 2026, the Adviser and its affiliates did not submit any Class E shares or Class E OP Units for repurchase.

Other Fees Paid to Affiliates

One or more affiliates of the Dealer Manager (“Blue Owl Capital Markets”) may provide a broad range of financial services to the Company, including strategic and capital markets advisory services related to mergers and acquisitions, development projects, refinancings, and capital raising activities. Blue Owl Capital Markets may also participate in underwriting and lending syndicates of financings borrowed by the Company. During the three months ended March 31, 2026, the Company paid $4,344 to Blue Owl Capital Markets for underwriting services, which was capitalized as deferred financing costs in Secured mortgage loans and notes, net in the Condensed Consolidated Balance Sheet. No such fees were paid for the period from Inception through December 31, 2025.

10. Leases

Lessor – Operating leases

The Company’s rental revenue primarily consists of rent earned from operating leases at the Company’s data center properties. Leases generally include a fixed base rent that escalates annually throughout the term of the applicable leases. Certain leases also contain a variable rent component consisting of the reimbursement of operating expenses such as utilities, real estate taxes, insurance, and common area maintenance costs.

The following table details the components of operating lease income from leases in which the Company is the lessor.


	Three Months Ended
	March 31, 2026
Base rent (1)	$	56,493
Straight-line rental revenue, net (2)	2,858
Variable lease payments (3)	27,670
Amortization of above/below market lease intangibles	3,841
Total Rental revenue	$	90,862

__________________

(1)Base rent consists of fixed lease payments.

(2)Represents lease income related to the excess (deficit) of straight-line rental revenue over fixed lease payments and amortization of prepaid rent.

(3)Consists of reimbursement of common area maintenance (“CAM”), real estate taxes, and utilities.

The following table presents the undiscounted future minimum rents the Company expects to receive for its properties classified as operating leases as of March 31, 2026.


Year	Future Minimum Rents
2026 (remaining)	$	155,576
2027	175,634
2028	165,306
2029	159,606
2030	143,302
2031	114,209
Thereafter	441,490
Total	$	1,355,123

11. Equity and Non-Controlling Interest

Authorized Capital

As of March 31, 2026, the Company had the authority to issue an unlimited number of preferred shares and four classes of common shares including Class S shares, Class D shares, Class I shares, and Class E shares. Each class of common shares and preferred shares has a par value of $0.01. The Board of Trustees has the ability to establish the preferences and rights of each class or series of preferred shares, without shareholder approval, and as such, it may afford the holders of any series or class of preferred shares preferences, powers, and rights senior to the rights of holders of common shares. The differences among the common share classes relate to upfront transaction fees and ongoing shareholder servicing fees. See Note 2 – Summary of Significant Accounting Policies and Estimates for a further description of such items. Other than the differences in upfront transaction fees and ongoing shareholder servicing fees, Class S, Class D, and Class I shares have the same economic and voting rights. Class E shares have the same voting rights; however, the Company does not pay a management fee or performance participation allocation expense with respect to the Class E shares.

Common Shares

The following table details the movement in the Company’s outstanding shares of common shares:


	Three Months Ended March 31, 2026
	Class S	Class D	Class I	Class E	Total
December 31, 2025	56,833,906	2,163,000	32,700,920	70,000,000	161,697,826
Common shares issued	9,756,027	302,395	6,220,470	134,240	16,413,132
Distribution reinvestment	424,558	13,043	235,131	224	672,956
March 31, 2026	67,014,491	2,478,438	39,156,521	70,134,464	178,783,914

Redeemable Common Shares

The Adviser has the ability to redeem its Class E shares issued for payment of management fees and the Initial Capitalization for cash at its election. Therefore, the Company has classified these Class E shares as Redeemable common shares outside of equity on the Company’s Consolidated Balance Sheet. As of March 31, 2026 and December 31, 2025, we have issued 203,445 and 100 Redeemable common shares, respectively, which remain outstanding.

The Redeemable common shares are recorded at the greater of (i) their issuance amount, or (ii) their redemption value, which is equivalent to the fair value of the shares at the end of each measurement period. Accordingly, the Company recorded an allocation adjustment of $24 during the three months ended March 31, 2026.

Share and Unit Repurchases

The Company adopted a share repurchase plan, which will commence after the first full fiscal quarter following the initial closing of the Private Offering, whereby, subject to certain limitations, shareholders will be able to request, on a quarterly basis, that the Company repurchase all or any portion of their shares. The repurchase price per share will generally be equal to the NAV per share as of the last calendar day of the first month of the applicable calendar quarter, except that, subject to certain exceptions, shares that have not been outstanding for at least two years which will be repurchased at 98% of the repurchase price (“Early Repurchase Deduction”). The aggregate NAV of total repurchases of Class S, Class D, Class I, and Class E shares (including repurchases by certain “fund of fund” vehicles and certain U.S. investor access funds primarily created to hold our common shares but excluding any Early Repurchase Deduction applicable to the repurchased shares) is limited to no more than 3% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV as of the end of the preceding three months for which NAV is available). Shareholders may request on a quarterly basis that the Company repurchase all or any portion of their shares and may submit such repurchase requests beginning after the start of the second month of the applicable calendar quarter. The Early Repurchase Deduction does not apply to shares acquired through the distribution reinvestment plan or to repurchases of our common shares submitted by discretionary model portfolio management programs (and similar arrangements) as approved by us. In addition, we may not apply the Early Repurchase Deduction to certain “fund of fund” or feeder vehicles or their respective underlying investors.

Other than as described for Redeemable Common Shares and Redeemable Non-Controlling Interests, the Company is not obligated to repurchase any shares and could choose to repurchase fewer shares than were requested to be repurchased, or none at all. Further, the Board may modify and suspend the Company’s share repurchase plan if it deems such action to be in the Company’s best interest and the best interest of its shareholders. In the event that the Company determined to repurchase some but not all of the shares submitted for repurchase during any particular calendar quarter, shares repurchased during such calendar quarter would be repurchased on a pro rata basis.

During the three months ended March 31, 2026, the Company did not repurchase common shares and had no unfulfilled repurchase requests.

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its shareholders each year to comply with the REIT provisions of the Internal Revenue Code. Each class of common shares receive the same gross distribution per share. The net distribution varies for each class based on the applicable shareholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.

The Company has adopted a distribution reinvestment plan whereby shareholders will have their cash distributions automatically reinvested in additional common shares unless they elect to receive their distributions in cash. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the purchase price at the time the distribution is payable. Shareholders will not pay an upfront transaction fee when purchasing shares pursuant to the distribution reinvestment plan. The ongoing servicing fees with respect to shares of Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV.

The following table details the aggregate distributions declared for each applicable class of common shares for the three months ended March 31, 2026. There were no distributions declared during the period from Inception through December 31, 2025:


	Three Months Ended
	March 31, 2026
	Class S		Class D		Class I		Class E
Aggregate gross distributions declared per common share	$	0.1500	$	0.1500	$	0.1500	$	0.1500
Shareholder servicing fee per common share	(0.0281)		(0.0083)		0.0000		—
Net distributions declared per common share	$	0.1219	$	0.1417	$	0.1500	$	0.1500

Redeemable Non-controlling Interest

In connection with its performance participation allocation, the Special Limited Partners have elected to receive payment in Class E OP Units. See Note 9 - Related Party Transactions for further details of the Special Limited Partner’s performance participation allocation. Because the Special Limited Partners have the ability to redeem their Class E OP Units for Class E shares in the Company or cash at their election, the Company classifies these Class E OP Units as Redeemable Non-controlling Interest in mezzanine equity on the Company’s Consolidated Balance Sheet.

The following table details the redeemable non-controlling interest activity related to the Special Limited Partners for the three months ended March 31, 2026:


	Three Months Ended
	March 31, 2026
Balance, beginning of period	$	—
Settlement of prior performance participation allocation	1,319


Repurchases	—
Net income allocation	(17)
Other comprehensive income allocation	(3)
Distributions	(10)
Fair value allocation	50
Reallocation between additional paid-in capital and non-controlling interests due to changes in ODIT OP ownership	(8)
Balance, end of period	$	1,331

As of March 31, 2026, no Class E OP Units had been redeemed for cash or exchanged to Class E shares in the Company. As of December 31, 2025, the Company had not issued any Class E OP Units as payment to the Special Limited Partners.

Redeemable Non-controlling Interests are recorded at the greater of (i) their carrying amount, adjusted for their share of the allocation of GAAP net income or loss and distributions, or (ii) their redemption value, which is equivalent to the fair value of such interests at the end of each measurement period. Accordingly, the Company recorded an allocation adjustment between Additional Paid-in-Capital and Redeemable Non-controlling Interest of $8,000 during the three months ended March 31, 2026.

Share-Based Compensation

During the three months ended March 31, 2026, the Company awarded independent members of the Board of Trustees 20,103 shares of restricted Class E shares. The restricted Class E shares are subject to a vesting period of approximately 12 months. The Company incurred total share-based compensation expense of approximately $92 for the three months ended March 31, 2026.

12. Commitments and Contingencies

The Company is involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon

information currently available, the Company believes the ultimate resolution of such claims and litigation will not have a material adverse effect on its financial position, results of operations or liquidity.

The Company has assets that require periodic investments of capital for customer-related capital expenditures and for general capital improvements. From time to time, in the normal course of our business, we enter into various construction contracts with third parties that may obligate us to make payments. As of March 31, 2026, the Company had open commitments related to construction projects of approximately $8,951.

13. Earnings Per Share

Our Class S, Class D, and Class I shares, are allocated net income (loss) at the same rate per share and receive the same gross distribution per share. The Company does not pay a management fee or performance participation allocation expense with respect to the Class E shares or Class E OP Units and as a result, it is a class-specific expense. Because Class E shares are excluded from the calculation of the management fee and performance participation allocation expense, the Company is required to apply the two-class method in calculating earnings per share.

The Company calculates net loss for the calculation of earnings per share for Class S, Class D, and Class I shares and Class E shares by allocating net loss before management fee and performance participation expense to Class S, Class D, and Class I shares and Class E shares on a pro rata basis, the management fee and performance participation allocation expense is then allocated to Class S, Class D, and Class I shares on a pro rata basis.

Our calculation of basic net loss per Class S, Class D, and Class I share and per Class E share for the three months ended March 31, 2026 is presented in the table below:


	Three Months Ended
	Total		Class S, Class D, and Class I Shares		Class E Shares
Net loss	$	(34,660)	$	(23,558)	$	(11,102)
Net loss attributable to non-controlling interests	656		556		100
Net loss attributable to ODIT	$	(34,004)	$	(23,002)	$	(11,002)

Net loss attributable to dilutive OP units	—		—		—
Net loss attributable to ODIT - dilutive	$	(34,004)	$	(23,002)	$	(11,002)

Weighted average number of common shares outstanding - basic	173,722,158		103,538,210		70,183,948
Effect of dilutive unvested grants of restricted Class E shares	—		—		—
Effect of dilutive OP units	—		—		—
Weighted average shares of common shares outstanding - dilutive	173,722,158		103,538,210		70,183,948

Net loss per common share - basic	$	(0.20)	$	(0.22)	$	(0.16)
Net loss per common share - diluted	$	(0.20)	$	(0.22)	$	(0.16)

For the three months ended March 31, 2026, the Company excluded 20,103 restricted Class E shares and 3,382,065 OP Units from the computation of diluted net loss per share as their inclusion would have been anti-dilutive.

14. Segment Reporting

The Company’s principal business is the acquisition, ownership, financing and leasing of single-tenant commercial real estate properties subject to long-term net leases with investment grade and other creditworthy tenants or guarantors.

The Company has one operating segment and one reportable segment as of March 31, 2026. The CODM specifically reviews consolidated net income and certain significant expenses excluding non-cash items on a consolidated basis to allocate resources accordingly. The following table details our segment financial results for the three months ended March 31, 2026:


	Three Months Ended
	March 31, 2026
Total segment revenues	$	90,862
Segment expenses
Fund level expenses (1)	3,004
Management fees	3,380
Performance participation allocation	3,537
Interest expense (2)	22,531
Other segment expense, net (3)	93,070
Consolidated segment net loss	$	(34,660)

(1) Fund level expenses are total general and administrative expenses.

(2) Interest expense excludes non-cash items such as amortization expense related to our debt discounts and deferred financing costs.

(3) Other segment expenses include property operating expenses, depreciation and amortization, income from unconsolidated joint venture, interest income, other expense, net, and other non-cash items.

The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets.

15. Subsequent Events

In preparation of the accompanying Condensed Consolidated Financial Statements, the Company has evaluated events and transactions that occurred after March 31, 2026 for recognition or disclosure purposes. Based on this evaluation, we identified the following subsequent events, from March 31, 2026 through the date on which the financial statements were available to be issued.

Revolving Credit Facility

On April 1, 2026, affiliates of the Company entered into a revolving credit agreement (the “Agreement”) pursuant to which lenders and letter of credit issuers agreed to provide loans and letters of credit for up to an aggregate initial principal amount of $200,000, subject to customary conditions, and a letter of credit sublimit of up to $100,000. The available capacity under the Agreement may be increased, in an aggregate amount not in excess of $3,000,000, subject to certain customary conditions, provided that the borrower complies with certain covenants specified therein. The Agreement matures on April 1, 2030, subject to a one-year extension at the option of the borrower without any lender or agent consent, and the satisfaction of customary conditions.

Proceeds from the Issuance of Common Shares

From April 1, 2026, through the date the financial statements were issued, the Company sold an aggregate of 3,032,825 common shares (consisting of 1,732,597 Class S shares, 99,714 Class D shares, 1,197,106 Class I shares, and 3,408 Class E shares) resulting in net proceeds of $30,416 to the Company.

Distributions

On May 6, 2026, the Company declared an increase to its gross distribution rate from $0.4500 to $0.5000 per share per year for each class of its common shares for shareholders of record following the close of business on April 30, 2026.

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References herein to “Blue Owl Digital Infrastructure Trust,” “Company,” “we,” “us,” or “our” refer to Blue Owl Digital Infrastructure Trust and its subsidiaries unless the context specifically requires otherwise.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in Part I. Item 1A — “Risk Factors” in our ~~Registration~~Annual ~~Statement~~Report on Form 10-K filed with the SEC on ~~August~~March 811, ~~2025~~2026, as ~~amended, as~~ such factors may be updated from time to time in our periodic filings with the SEC , which are accessible on the SEC’s website at www.sec.gov. Dollars are in thousands, except for per share amounts.

Overview

Blue Owl Digital Infrastructure Trust is a Maryland statutory trust formed on April 7, 2025 (“Inception”). WeThe ~~currently~~Company ~~expect~~invests toprimarily ~~commence~~in ~~operations~~stabilized, indevelopment, ~~late~~and ~~2025.~~value-add Wedigital ~~are~~infrastructure ~~externally~~investments. ~~managed~~To bya ~~the~~lesser ~~Adviser~~extent, ~~Blue~~we ~~Owl~~may ~~Digital~~also ~~Infrastructure~~invest ~~Trust~~in ~~Advisors~~real ~~LLC.~~estate ~~Blue~~debt ~~Owl~~investments. ~~Capital~~The ~~Inc.,~~Company is the ~~parent~~sole ~~company~~general partner of ~~the~~ODIT ~~Adviser~~OP, isand awe ~~New~~own, ~~York~~and ~~Stock~~plan ~~Exchange~~to ~~listed~~continue ~~corporation~~to ~~(NYSE:~~own, ~~OWL).~~substantially Aall ~~part~~ of ~~Blue~~our ~~Owl’s~~assets ~~Real~~through ~~Assets~~ODIT ~~platform,~~OP. ~~Blue~~We ~~Owl~~are ~~Digital~~externally ~~Infrastructure~~managed by the Adviser. The Company’s principal business is athe ~~private~~acquisition, ~~digital~~ownership, ~~infrastructure~~financing ~~real~~and ~~estate~~leasing ~~strategy~~of ~~focused~~stabilized, ondevelopment, ~~acquiring~~and value-add digital infrastructure assets leased to primarily investment-grade and creditworthy customers, and its management does not distinguish the principal business, or group the operations, by geography or property type for purposes of measuring performance. Accordingly, the Company has only one reportable segment.

~~Our~~We ~~investment~~are ~~objective~~capitalized ~~is primarily to provide total return~~ through athe ~~combination~~purchase ofby ~~current~~an ~~income~~affiliate ~~and capital appreciation, primarily through investing in stabilized, development, and value-add investments. Our investment strategy is to acquire, own, and manage a diversified portfolio~~ of ~~digital infrastructure assets leased to primarily investment-grade and creditworthy customers that offer~~ the ~~opportunity~~Adviser ~~to generate attractive risk-adjusted returns. We expect to focus primarily on the ownership, acquisition, financing, development, and operation~~ of ~~digital~~100 ~~infrastructure~~common ~~assets,~~shares ~~including~~for ~~data~~an ~~centers,~~aggregate ~~fiber,~~purchase ~~cell~~price towers and other technology- and connectivity-related assets across key U.S. and global markets. We also may to a lesser extent invest in digital infrastructure or real estate debt investments, non-real estate investments that are related to our digital infrastructure investments, equity securities, marketable securities, warrants, and cash, cash equivalents and other short-term investments to provide a source of ~~liquidity~~$1 ~~for~~on ~~our~~May ~~share repurchase plan~~20, ~~cash~~2025 ~~management,~~(the ~~and~~“Initial ~~other purposes~~Capitalization”).

The Company is ~~the~~a ~~sole~~non-listed, ~~general~~perpetual ~~partner~~life ofinvestment ~~ODIT~~vehicle. ~~OP,~~We intend to elect and wequalify ~~intend~~as toa ~~own~~REIT ~~substantially~~under ~~all~~the ofCode, ~~our~~for ~~assets~~U.S. ~~through~~federal ~~ODIT~~income OPtax. We ~~are~~generally ~~externally~~will ~~managed~~not bybe ~~our~~subject ~~Adviser~~to U.S. Wefederal ~~are~~income ~~capitalized~~taxes ~~through~~on ~~the~~our ~~purchase~~taxable byincome anto ~~affiliate of~~ the ~~Adviser~~extent ofwe ~~100~~annually ~~common~~distribute ~~shares~~all ~~for~~of anour ~~aggregate~~net ~~purchase~~taxable ~~price~~income ofto ~~$1,000~~shareholders onand ~~May~~maintain ~~20,~~our ~~2025~~qualification ~~(the~~as ~~“Initial~~a ~~Capitalization”)~~REIT.

~~Our~~As ~~board~~of March 31, 2026, we have received net proceeds of ~~trustees~~$1,814,782 (from the ~~“Board~~sale of ~~Trustees”)~~our ~~will~~common atshares, ~~all~~including ~~times~~shares ~~have~~issued ~~ultimate~~to ~~oversight~~certain ~~and~~limited ~~policy-making~~partners ~~authority~~of ~~over~~the ~~us,~~BODI ~~including~~Funds ~~responsibility~~in ~~for~~connection ~~governance,~~with ~~financial~~their ~~controls,~~in-kind ~~compliance~~contribution ~~and~~of ~~disclosure.~~interests ~~Pursuant~~in the subject assets to the ~~Advisory Agreement~~Company, ~~however,~~based weon ~~have~~an ~~delegated~~initial topurchase ~~the~~price ~~Adviser~~of $10.00. We have contributed the ~~authority~~net proceeds to ~~source~~ODIT OP in exchange for a corresponding number of Class S, ~~evaluate~~Class D, Class I, and ~~monitor~~Class ~~our~~E ~~investment~~OP ~~opportunities~~Units. ~~and~~ODIT ~~make~~OP ~~decisions~~has ~~related~~primarily toused the ~~acquisition,~~net ~~management,~~proceeds ~~financing~~to ~~and~~make ~~disposition~~investments ofin ~~our~~real ~~assets,~~estate inand ~~accordance~~debt ~~with~~investments ~~our~~as ~~investment~~further ~~objectives,~~described ~~guidelines,~~below ~~policies~~under ~~and~~“Investment ~~limitations,~~Portfolio.” ~~subject~~We intend to ~~oversight~~continue byselling ~~our~~shares ~~Board~~on ofa ~~Trustees~~monthly basis.

We will be conducting a continuous private offering of our common shares in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). to investors that are (i) accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of common shares sold outside the United States, persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act).

The Company is a non-listed, perpetual life investment vehicle. We intend to elect and qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income to shareholders and maintain our qualification as a REIT.

We are not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting real estate generally, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from acquiring properties or real estate-related securities, other than those referred to in this Form 10-Q.

Emerging Growth Company Status

We are and we will remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the date of an initial public offering pursuant to an effective registration statement under the ~~1933~~Securities Act, (ii) in which we have total annual gross revenue of at least $1,235,000, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our shares that is held by non-affiliates exceeds $700,000 as of the date of our most recently completed second fiscal quarter, and (b) the date on which we have issued more than $1,000,000 in non-convertible debt during the prior three-year period. For so long as we remain an “emerging growth company” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We cannot predict if investors will find our shares less attractive because we may rely on some or all of these exemptions.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the ~~1933~~Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies that comply with public company effective dates and may result in less investor confidence.

Recent Developments

~~The~~Our ~~Company’s~~business ~~businesses~~is ~~are~~impacted ~~materially affected~~ by conditions in the financial markets and economic conditions in the ~~U.S.~~United States and to a lesser extent, ~~elsewhere in the world~~globally.

During the three months ended ~~September~~March 3031, ~~2025~~2026, ~~the~~global ~~U.S.~~equity ~~government’s~~and ~~imposition~~debt ofmarkets ~~tariffs~~experienced ~~and~~elevated ~~the~~volatility, ~~counter-tariffs~~with ~~imposed~~significant bydispersion ~~other~~across ~~countries~~equity markets, inspread ~~conjunction~~widening ~~with~~in ~~global~~fixed ~~economic~~income markets, and ~~geopolitical~~outsized ~~uncertainty~~moves ~~including~~in ~~the~~commodities ~~ongoing~~as ~~conflicts~~a inresult ~~Eastern~~of ~~Europe,~~intensifying ~~the~~geopolitical ~~Middle~~conflicts ~~East,~~ and ~~the~~heightened ~~North~~focus ~~Africa~~on ~~region,~~the ~~continued~~evolution toof ~~weigh~~artificial ~~on industry deal activity~~intelligence. InThe ~~addition,~~10-year ~~any~~Treasury ~~continued~~yield ~~fluctuation~~ended in the ~~value~~first quarter of ~~the~~2026 ~~U.S.~~up ~~dollar~~15 ~~against~~basis ~~other~~points ~~currencies~~from ~~may~~December ~~affect~~31, ~~our~~2025 ~~non-U.S.~~and ~~real-estate~~experienced ~~and~~a ~~real~~peak ~~estate-related~~to ~~investments.~~trough Itrange ~~remains~~of ~~difficult~~nearly to50 ~~predict~~basis points during the ~~full~~first ~~impact~~quarter of ~~recent~~2026. ~~events~~The ~~and~~CBOE ~~any~~Volatility ~~future~~Index ~~changes~~(VIX) inpeaked ~~interest~~above ~~rates~~30 during the first quarter of 2026, ~~currency~~its ~~exchange~~highest ~~rates~~level orsince ~~inflation~~April 2025.

Industry valuations and transaction volumes remain under pressure due to a combination of the announcement of tariffs, increased vacancy rates, and uncertainty around future capital availability. In contrast, the ~~Adviser’s~~Company, ~~real~~which ~~assets~~focuses ~~business~~on stabilized, development, and value-add digital infrastructure investments, continued to ~~deploy~~expand ~~significant~~and ~~capital~~diversify its portfolio. Our investors continue to benefit from the resilient characteristics of digital infrastructure, including contracted or recurring revenue streams, potential for inflation mitigation in certain arrangements, and the opportunity for long-duration income across the portfolio.

We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and we are assessing the impact of these factors on financial markets and on our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy, and our Condensed Consolidated financial statements. See “Part I. Item 1A. Risk Factors — Risks Related to Our Business and Operations” in our ~~Registration~~2025 ~~Statement~~Annual Report on Form 10-K filed with the SEC on ~~August~~March 811, ~~2025, as amended~~2026.

Q3Q1 ~~2025~~2026 Highlights (Results of Operations)

Operating Results

•Declared monthly net distributions on our common shares totaling $23,841 for the three months ended March 31, 2026. The details of the average distribution rates and total returns are shown in the following table:


	Class S		Class D		Class I		Class E

Year-to-Date Total Return, without upfront selling commissions (1)	2.09	%	2.25	%	2.31	%	2.97	%
Year-to-Date Total Return, assuming maximum upfront selling commissions (1)	(1.36)	%	0.73	%	N/A		N/A
Inception-to-Date Total Return, without upfront selling commissions (1)	9.34	%	9.99	%	10.27	%	13.22	%
Inception-to-Date Total Return, assuming maximum upfront selling commissions (1)	(1.38)	%	5.19	%	N/A		N/A

__________________

(1)Total return is calculated as the change in NAV per share during the respective periods plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan. Total return for periods less than one year is annualized. The Company believes total return is a useful measure of the overall investment performance of our shares.

Investments

•Invested and sold $128,595 and $1,593 in CMBS debt investments, respectively, during the three months ended March 31, 2026.

•During the three months ended March 31, 2026, made an investment in an unconsolidated joint venture to invest in debt investments with a third-party as follows:


Investment	Ownership Percentage	Contributions
Debt investments	40.0%	$	46,302

Capital Activity and Financings

•Raised net proceeds of $165,319 from the sale of our common shares during the three months ended March 31, 2026.

•During the three months ended March 31, 2026, paid down $30,578 in secured variable funding notes and incurred principal borrowings of $45,000 in secured fixed-rate ABS loans.

Overall Portfolio

•As of March 31, 2026, our portfolio consisted of investments in real estate (94%), debt investments (5%), and investment in unconsolidated joint venture (1%), based on fair value.

•Our 11 wholly owned properties as of March 31, 2026, consisted of assets located in the Midwest (22%), Southeast (18%), Southwest (18%), and West (42%) regions of the United States based on fair value.

•Our debt investments as of March 31, 2026, consisted of CMBS. For further details on underlying real estate collateral, refer to “Investment Portfolio – Debt Investments”.

Investment Portfolio

Real Estate Investments

The following charts describe the diversification of our wholly owned portfolio by geographical region (1) based on fair value and customer credit ratings (2) based on the next twelve months (“NTM”) rent as of March 31, 2026:

(1) Region weighting is measured as the gross asset value of our consolidated real estate investments against the total asset value of all consolidated real estate investments.

(2) Customer credit rating weighting is based on the NTM base rent of our customers against the total NTM rental income of all our customers.

The following table provides a summary of our wholly owned portfolio as of March 31, 2026 (dollars in thousands):


Region	Number of Properties	Megawatts	Occupancy Rate (1)	Average Effective NTM Rent Per Leased Megawatt (2)	Gross Asset Value (3)		NTM Rent (2)		Percentage of Total Revenue
Midwest	3	43	100%	$1.4	$	729,130	$	58,510	26%
Southeast	2	24	97%	$0.6	592,070		15,127		7%
Southwest	2	28	100%	$1.5	598,990		42,072		19%
West	4	68	100%	$1.6	1,407,780		108,740		48%
Total	11	163			$	3,327,970	$	224,449	100%

__________

(1)Occupancy Rate is calculated as the percentage of leased megawatts.

(2)The term “NTM” refers to base rental income for the next twelve months.

(3)Based on fair value as of March 31, 2026.

Real Estate and Leases

The following table provides information regarding our wholly owned real estate property types as of March 31, 2026:


Investment	Number of Properties	Location	Acquisition/Commencement Date	Ownership Interest	Megawatts	Occupancy Rate (1)
Midwest
CHI01A	1	Elk Grove Village, IL	December 2025	100%	16	100%
CHI01B	1	Elk Grove Village, IL	December 2025	100%	24	100%
NAL01A	1	New Albany, OH	December 2025	100%	3	100%

Southeast:
ATL01A	1	Alpharetta, GA	December 2025	100%	7	90%
NVA01A	1	Sterling, VA	December 2025	100%	17	100%

Southwest:
DFW01A	1	Plano, TX	December 2025	100%	21	100%
DFW01B	1	Plano, TX	December 2025	100%	7	100%

West:
POR01A	1	Hillsboro, OR	December 2025	100%	5	100%
POR02A	1	Hillsboro, OR	December 2025	100%	23	100%
SVY01A	1	San Jose, CA	December 2025	100%	9	100%
SVY01B	1	San Jose, CA	December 2025	100%	31	100%
Total	11				163

__________________

(1)Occupancy Rate is calculated as the percentage of leased megawatts.

Lease Expirations

The following schedule details the expiring leases at our wholly owned real estate properties by the NTM rent and leased megawatts as of March 31, 2026 (dollars in thousands):


Year	Number of Expiring Leases	NTM Rent (1)		% of Total NTM Rent Expiring	Megawatts	% of Total Megawatts Expiring
2026 (remaining)	5	$	6,298	3%	18	11%
2027	12	16,599		7%	10	6%
2028	5	11,942		5%	7	4%
2029	5	13,248		6%	7	4%
2030	6	28,827		13%	18	11%
2031	5	35,562		16%	25	15%
2032	2	4,914		2%	4	2%
2033	—	—		—%	—	—%
2034	6	37,525		17%	29	18%
2035	—	—		—%	—	—%
Thereafter	6	69,534		31%	45	29%
Total	52	$	224,449	100%	163	100%

__________

(1)The term “NTM” refers to base rental income for the next twelve months.

Investment in Unconsolidated Joint Venture

As of March 31, 2026, the Company owns interests in an unconsolidated joint venture with a third party, which is accounted for under the FVO and detailed in the table below:


Investment	Number of Investments	Ownership Percentage	Carrying Amount of Investment		Income
Unconsolidated joint venture accounted for under the FVO
Debt investments	1	40.0%	$	46,977	$	675
Total unconsolidated joint venture accounted for under the FVO	1		$	46,977	$	675

Debt Investments

As of March 31, 2026, the Company’s debt investments consisted of CMBS, which are detailed in the following table:


Type of Security/Loan	Weighted Average Coupon (1)	Weighted Average Maturity Date (2)	Face Amount		Cost Basis		Fair Value
CMBS	SOFR + 4%	7/11/2042	$	155,242	$	156,011	$	154,842

__________________

(1)The term SOFR refers to the relevant floating benchmark rate, one-month SOFR.

(2)The weighted average maturity date is based on the fully extended maturity date of the instrument.

Results of Operations

~~Revenues~~The following table sets forth the results of our operations for the three months ended March 31, 2026. There is no comparative information yet available as operations commenced on December 1, 2025.

As of September 30, 2025, we have not engaged in principal operations or generated any revenues for the three months ended September 30, 2025 and the period from Inception through September 30, 2025. Our activity from Inception through September 30, 2025 is limited to our Initial Capitalization and preparation for our proposed fundraising through our private offering.


	March 31, 2026
Revenues
Rental revenue	$	90,862
Total revenues	90,862

Expenses
Rental property operating	39,021
General and administrative	3,004
Management fee	3,380
Performance participation allocation	3,537
Depreciation and amortization	55,191
Total expenses	104,133

Other income (expense)
Income from unconsolidated joint venture	675
Interest expense	(24,346)
Interest income	2,681
Other expense, net	(399)
Total other expense, net	(21,389)
Net loss	(34,660)
Net loss attributable to non-controlling interests	656
Net loss attributable to ODIT shareholders	$	(34,004)
Net loss per Class S, Class D, and Class I common share - basic	$	(0.22)
Net loss per Class E share - basic	$	(0.16)
Net loss per Class S, Class D, and Class I common share - diluted	$	(0.22)
Net loss per Class E share - diluted	$	(0.16)
Weighted-average Class S, Class D and Class I common shares outstanding, basic	103,538,210
Weighted-average Class E common shares outstanding, basic	70,183,948
Weighted-average Class S, Class D and Class I common shares outstanding, diluted	103,538,210
Weighted-average Class E common shares outstanding, diluted	70,183,948

~~Expenses~~Rental revenue

Rental revenue from our property operations was $90,862 for the three months ended March 31, 2026. Our revenues consist of rental revenue from the 11 operating properties acquired as the Initial Portfolio.

Rental property operating expenses

Rental property operating expenses were $39,021 for the three months ended March 31, 2026. Our rental property operating expenses primarily include utilities, real estate taxes, and common area maintenance for the Initial Portfolio.

General and administrative expenses

General and administrative expenses were $3,004 for the three months ended March 31, 2026. Our general and administrative expenses were primarily driven by trailing organization expenses of the Company.

Management fee

The ~~Company will pay a~~ management fee ~~pursuant~~for to the ~~Advisory Agreement. For the~~ three months ended ~~September~~March 3031, ~~2025~~2026 ~~and~~was ~~the~~$3,380, ~~period~~which ~~from~~was ~~Inception~~attributable ~~through~~to ~~September 30, 2025,~~ the Company’s ~~did~~average ~~not~~net ~~incur~~asset avalue ~~management~~during ~~fee~~the ~~expense as operations have not commenced~~period.

830

Performance participation allocation

The ~~Special Limited Partners (or an affiliate thereof) are also entitled to receive a~~ performance participation allocation. ~~For~~was $3,537 for the three months ended ~~September~~March 3031, ~~2025~~2026. ~~and~~Our ~~the~~performance ~~period~~participation ~~from~~allocation ~~Inception~~expense ~~through~~is ~~September 30,~~equal ~~2025,~~to ~~the~~our ~~Company~~NAV ~~did~~in ~~not~~excess ~~incur~~of athe ~~performance~~required ~~participation~~5% ~~allocation expense as operations have not commenced~~hurdle.

~~Ongoing~~Depreciation ~~Shareholder~~and ~~Servicing Fee~~ amortization

~~For~~Depreciation and amortization expense for the three months ended ~~September~~March 3031, ~~2025~~2026 ~~and~~was ~~the period from Inception through September 30~~$55,191. ~~2025,~~Our ~~the~~depreciation ~~Company~~and ~~did~~amortization ~~not~~expense ~~incur~~is ~~shareholder~~related ~~servicing~~to ~~fees as we have not commenced~~ the ~~sale~~Initial ~~of our shares~~Portfolio.

~~Organizational~~Income ~~and~~from ~~Offering~~unconsolidated ~~Expenses~~joint venture

~~For~~Income ~~the~~from ~~three~~unconsolidated ~~months~~joint ~~ended~~venture ~~September~~for ~~30, 2025 and~~ the ~~period~~three ~~from~~months ~~Inception~~ended ~~through~~March ~~September 30~~31, ~~2025,~~2026 ~~the~~was ~~Company~~$675, ~~did~~which ~~not~~is ~~record~~related ~~organizational~~to ~~and~~our ~~offering~~debt ~~expenses~~investment asjoint weventure ~~have~~entered ~~not~~into ~~commenced~~during the ~~sale~~three ofmonths ~~our~~ended ~~shares.~~March 31, 2026.

~~Other~~Interest ~~Affiliate Fees~~expense

WeInterest ~~may~~expense ~~also incur fees in the future~~ for ~~services provided by affiliates of~~ the ~~Adviser,~~three ~~including~~months ~~administrative,~~ended ~~property~~March ~~management~~31, ~~leasing,~~2026 orwas ~~other operational support~~$24,346. ~~For~~Our ~~the~~interest ~~three~~expense ~~months~~is ~~ended~~related ~~September~~to ~~30,~~our ~~2025,~~secured wemortgage ~~have~~loans ~~not~~and ~~retained any affiliates for such services~~notes.

9Interest income

Interest income was $2,681 for the three months ended March 31, 2026, which was primarily driven by income from our CMBS debt investments.

Other expense, net

Other expense, net for the three months ended March 31, 2026 was $399, which was primarily due to the unamortized discount on the ABS loans paid down during the three months ended March 31, 2026.

Net Asset Value and NAV Per Share Calculation

Each class has an undivided interest in our assets and liabilities, other than class-specific, ongoing servicing fees. In accordance with the valuation guidelines, our NAV per share for each class is determined as of the last calendar day of each month, using a process that reflects several components, including the estimated fair value of (1) each of our properties, (2) our ~~real estate~~ debt investments and other securities for which third-party market quotes are available, (3) our other ~~real estate~~ debt investments and other securities, and (4) our other assets and liabilities. The NAV for each class of shares ~~will~~is be based on the net asset values of our investments (including ~~real estate~~ debt investments and other securities), the addition of any other assets (such as cash on hand), and the deduction of any liabilities (including the allocation/accrual of any performance participation to the Special Limited Partners and the deduction of any ongoing servicing fees specifically applicable to such class of shares). At the end of each month, before taking into consideration repurchases or class-specific expense accruals for that month, any change in our aggregate NAV (whether an increase or decrease) is allocated among each class of shares based on each class’s relative percentage of the previous aggregate NAV plus issuances of shares that were effective on the first calendar day of such month. The NAV calculation is generally available on or around the fifteenth calendar day after the last calendar day of each month. Following the aggregation of the net asset values of our investments, the addition of any other assets (such as cash on hand), and the deduction of any other liabilities, any class-specific adjustments are incorporated into our NAV, including additional issuances and repurchases of our common shares and accruals of class-specific ongoing servicing fees. For each applicable class of shares, the ongoing servicing fee is calculated as a percentage of the aggregate NAV for such class of shares. At the close of business on the date that is one business day after each record date for any declared distribution, our NAV for each class will be reduced to reflect the accrual of our liability to pay any distribution to our shareholders of record of each class as of the record date. NAV per share for each class is calculated by dividing such class’s NAV at the end of each month by the number of shares outstanding for that class at the end of such month.

Our total NAV presented in the following tables includes the NAV of our Class S, Class D, Class I, and Class E shares, as well as the partnership interests of ODIT OP held by parties other than the Company and certain affiliates of the Company. The following table provides a breakdown of the major components of our NAV as of March 31, 2026:


Components of NAV	March 31, 2026
Cash and cash equivalents	$	135,148
Restricted cash	12,214
Investments in real estate	3,322,438
Investment in unconsolidated joint venture	46,977
Debt investments	154,842
Intangible assets	522,066
Other assets	35,796
Intangible liabilities	(516,534)
Secured mortgage loans and notes	(1,789,639)
Due to affiliates	(7,985)
Accounts payable and accrued expenses	(36,217)
Other liabilities	(16,290)
Net Asset Value	$	1,862,816
Number of outstanding shares/units	182,369,425

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of March 31, 2026 (dollars are in thousands except for per share amounts):


NAV per share	Class S Shares		Class D Shares		Class I Shares		Class E Shares (1)		Class I OP Units (2)		Class E OP Units (3)		Total
NAV	$	682,133	$	25,228	$	398,580	$	722,383	$	27,112	$	7,380	$	1,862,816
Number of outstanding shares/units	67,014,491		2,478,438		39,156,521		70,337,909		2,663,525		718,541		182,369,425
NAV Per Share/Unit as of March 31, 2026	$	10.1789	$	10.1791	$	10.1792	$	10.2702	$	10.1792	$	10.2702

__________________

(1)Includes 203,445 Class E shares subject to redemption features, classified as Redeemable common shares.

(2)Includes the partnership interests of ODIT OP held by parties other than the Company.

(3)Includes the partnership interest of ODIT OP held by certain affiliates of the Company.

The following table details the weighted averages of the key assumptions in the discounted cash flow methodology used in the valuations as of March 31, 2026:

Property Type

Discount Rate

Capitalization Rate

Data Centers

7.6%

6.0%

These assumptions are determined by the Adviser and reviewed by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:

Input

Hypothetical Change

Data Centers

Discount Rate

0.25 % Decrease

+1.9%

(weighted average)

0.25 % Increase

(1.9)%

Capitalization Rate

0.25 % Decrease

+2.5%

(weighted average)

0.25 % Increase

(2.3)%

The following table reconciles shareholders’ equity and ODIT OP partner’s capital per our Consolidated Balance Sheet to our NAV (in thousands):


	March 31, 2026
Shareholders' equity	$	1,669,028
Non-controlling interests attributable to ODIT OP	31,125
Redeemable non-controlling interests	1,331
Redeemable common shares	2,089
Total partners' capital of ODIT OP under GAAP	1,703,573
Adjustments:
Accrued shareholder servicing fee	39,370
Accrued organization and offering costs	11,148
Accrued distributions	(495)
Accumulated depreciation and amortization under GAAP	68,296
Unrealized net real estate and real estate debt appreciation	44,642
Straight-line rent	(3,718)
NAV	$	1,862,816

The following details the adjustments to reconcile GAAP shareholders’ equity and total partners’ capital of ODIT OP to our NAV:

•Under GAAP, we accrue the ongoing shareholder servicing fee as an offering cost at the time we sell the Class S and Class D shares. For purposes of calculating NAV, we recognize the ongoing servicing fee as a reduction of NAV on a monthly basis when such fee is paid.

•The Adviser agreed to advance certain organization and offering costs on our behalf through December 1, 2026. Such costs will be reimbursed to the Adviser on a pro-rata basis over a 60-month period beginning December 1, 2026. Under GAAP, organization costs have been accrued as a liability. For purposes of calculating NAV, such costs will be recognized as paid over the 60-month reimbursement period.

•We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of calculating our NAV. Our financial leverage (“Debt”) are presented at their amortized cost basis in our consolidated GAAP financial statements. As such, any increases or decreases in the fair market value of our investments in real estate or our Debt are not included in our GAAP results. For purposes of calculating our NAV, our investments in real estate and our Debt are recorded at fair value.

•We recognize rental revenue on a straight-line basis under GAAP. Such straight-line rent adjustments and their impact on deferred taxes are excluded for purposes of calculating NAV.

Distributions

Beginning January 14, 2026, we declared monthly distributions for each class of our common shares, which are generally paid 20 days after month-end. We have paid distributions consecutively each month since such time. Each class of our common shares received the same aggregate gross distribution per share, which was $0.1500 per share for the three months ended March 31, 2026. The net distribution varies for each class based on the applicable shareholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the Dealer Manager for further remittance to the applicable distributor.

The following table details the total net distribution for each of our share classes for the three months ended March 31, 2026:


Record Date	Class S		Class D		Class I		Class E
December 31, 2025 (1)	$	0.0304	$	0.0354	$	0.0375	$	0.0375
January 31, 2026	$	0.0304	$	0.0354	$	0.0375	$	0.0375
February 28, 2026	$	0.0309	$	0.0356	$	0.0375	$	0.0375
March 31, 2026	$	0.0302	$	0.0353	$	0.0375	$	0.0375






Total	$	0.1219	$	0.1417	$	0.1500	$	0.1500

(1)The distribution payable to shareholders of record as of December 31, 2025 was declared on January 14, 2026.

Liquidity and Capital Resources

As of September 30, 2025, we are in our organizational period and have not yet commenced principal operations or generated any revenues. Our activity from Inception through September 30, 2025 is limited to our Initial Capitalization. We expect that principal operations will commence when we issue common shares to third parties in the initial closing of our private offering.Liquidity

We ~~expect~~believe we have sufficient liquidity to ~~generate~~operate our business with immediate liquidity comprised of cash ~~primarily~~and ~~from~~cash ~~(i)~~equivalents of $135,148 as of March 31, 2026. In addition to our immediate liquidity, we obtain incremental liquidity through the sale of our common shares, from which we generated net proceeds of ~~our~~$165,319 ~~continuous~~for ~~private~~the ~~offering~~three months ended March 31, ~~(ii)~~2026, ~~cash~~as ~~flows~~well ~~from~~as through the ability to sell our ~~operations~~liquid CMBS investments with a fair value of $154,842 ~~(iii)~~as ~~any~~of ~~financing~~March 31, ~~arrangements~~2026. Additionally, we may ~~enter~~borrow ~~into~~money inthrough ~~the~~unsecured ~~future~~financings, ~~and~~or ~~(iv)~~incur ~~any~~other ~~future~~forms ~~offerings~~of indebtedness. Our availability under our variable funding notes was $87,500 as of March 31, 2026. We may also generate incremental liquidity through the sale of our ~~equity~~real orestate. ~~debt~~Refer ~~securities~~to Note 15 - Subsequent Events for information on our entry into a Revolving Credit Facility Agreement.

Our primary ~~use~~liquidity ofneeds ~~cash~~are ~~will~~to befund ~~for~~our ~~(i)~~investments, ~~customer-related~~make ~~capital~~distributions ~~expenditures~~to ~~and~~our ~~general~~shareholders, ~~capital~~repurchase ~~improvements,~~common ~~(ii)~~shares ~~the~~pursuant ~~cost~~to ofour ~~operations~~Share ~~(including~~Repurchase ~~the~~Plan, ~~management~~pay ~~fee~~operating ~~and~~expenses, ~~performance~~fund ~~participation~~capital ~~allocation)~~expenditures, ~~(iii)~~and ~~debt~~repay ~~service~~indebtedness. onOur ~~any~~operating ~~borrowings~~expenses include, ~~(iv)~~among ~~periodic~~other ~~repurchases~~things, ~~including~~the ~~under~~management ~~our~~fee ~~share~~we ~~repurchase~~pay ~~plan~~to ~~(as~~the ~~described~~Adviser ~~herein),~~ and ~~(v)~~the ~~cash~~performance ~~distributions~~participation ~~(if~~allocation ~~any)~~that ODIT OP pays to the Special Limited Partner, both of which will impact our ~~shareholders~~liquidity to the extent ~~declared~~the byAdviser ~~our~~or ~~Board~~the ofSpecial ~~Trustees,~~Limited ~~including~~Partner ~~distributions~~elect ofto ~~our~~receive ~~REIT~~such ~~taxable~~payments ~~income~~in tocash, ~~maintain~~or ~~our~~subsequently ~~qualification~~redeem ~~for~~shares ~~taxation~~or asOP aUnits ~~REIT~~previously ~~under~~issued ~~the~~to ~~Code~~them.

Our cash needs for acquisitions and other capital investments will be funded primarily from the sale of common shares and through the incurrence or assumption of debt. Other potential future sources of capital include secured or unsecured financings from banks or other lenders and proceeds from the sale of assets. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures. We expect to be able to refinance debt obligations maturing in the near term through the use of available cash on hand, capacity on our variable funding notes, additional capital raise activity, or exercising existing extension options.

We continue to believe that our current liquidity position is sufficient to meet the need of our expected investment activity.

Capital Resources

As of March 31, 2026, our consolidated indebtedness included borrowings under our mortgage loans and variable funding notes. The following table is a summary of our indebtedness as of March 31, 2026:

Indebtedness

Weighted Average

Interest Rate (1)

Weighted Average

Maturity Date (2)

Maximum Facility Size

Principal Balance Outstanding

Mortgage loans

Secured fixed rate ABS loans (3)

5.39%

1/21/2030

N/A

1,820,000

Variable funding notes

Secured variable funding notes (4)

S+ 1.85%

5/27/2028

$100,000

—

Total indebtedness

1,820,000

Deferred financing costs, net

(19,699)

Discount on debt, net

(15,977)

Secured mortgage loans and notes, net

1,784,324

_______________

(1)The term “S” refers to the relevant floating benchmark rate, one-month SOFR.

(2)The maturity date on our secured fixed rate ABS loans and secured fixed rate funding notes is the anticipated repayment date.

(3)The secured ABS mortgage loans have fixed interest rates ranging from 5.00% to 5.90% and anticipated repayment maturity dates ranging from July 2028 to March 2031.

Secured Data Center Revenue Term Notes

Sale of Common Shares

On December 1, 2025, the Company commenced the offering of its shares through a continuous private placement offering. The Company is authorized to issue an unlimited number of shares of each of its four classes of common shares (Class S shares, Class D shares, Class I shares, and Class E shares).

As of May 6, 2026, we had received net proceeds of $1,813,372 from selling an aggregate 181,143,783 common shares in the private offering (consisting of 68,322,529 Class S shares, 2,565,109 Class D shares, 40,118,497 Class I shares, and 70,137,648 Class E shares).

Cash Flows

Cash flows provided by operating activities were $11,532 for the three months ended March 31, 2026. The cash flows provided by operating activities were primarily driven by operations of the 11 assets acquired in the Initial Portfolio.

Cash flows used in investing activities were $194,823 for the three months ended March 31, 2026. The cash flows used in investing activities were primarily due to debt investments and an investment in an unconsolidated joint venture.

Cash flows provided by financing activities were $134,676 for the three months ended March 31, 2026. The cash flows provided by financing activities were primarily due to net proceeds received from the issuance of common shares.

Critical Accounting Estimates

The preparation of the financial statements in accordance with GAAP involves significant judgments and assumptions and ~~requires~~require estimates about matters that are inherently uncertain. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our consolidated financial statements. There have been no material changes to our Critical Accounting Policies, including significant accounting policies that we believe are the most affected by our judgments, estimates, and ~~assumptions~~assumption, which are described in our ~~Registration~~Annual ~~Statement~~Report on Form 10-K ~~filed~~for ~~with~~ the ~~SEC~~fiscal onyear ~~August~~ended 8December 31, 2025~~, as amended~~.

Recent Accounting Pronouncements

See “~~Item 1. Financial Statements—~~Notes to Condensed Consolidated Financial Statements—2. Summary of Significant Accounting Policies and Estimates” for a discussion concerning recent accounting pronouncements.

10Future Cash Requirements

The following table aggregates our contractual obligations and commitments as of March 31, 2026 (in thousands):


Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Indebtedness	$	1,820,000	$	—	$	780,000	$	1,040,000	$	—
Organizational and offering costs	11,148		743		4,459		4,459		1,487
Total	$	1,831,148	$	743	$	784,459	$	1,044,459	$	1,487

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~The~~We ~~primary components of our market risk~~ are ~~related~~exposed to interest ~~rates,~~rate ~~tenant~~risk ~~creditworthiness,~~with ~~real~~respect ~~estate market values and liquidity. While we do not seek~~ to ~~avoid~~our ~~risk~~variable-rate ~~completely~~indebtedness, wewhere ~~believe~~an ~~that~~increase ~~risk~~in ~~can~~interest berates ~~quantified~~would ~~from~~directly ~~historical~~result ~~experience,~~in ~~and~~higher weinterest ~~seek~~expense. toAs ~~actively~~of ~~manage~~March 31, ~~that risk~~2026, tothe ~~earn~~outstanding ~~sufficient~~principal ~~compensation~~balance toof ~~justify~~our ~~taking~~indebtedness ~~those~~was ~~risks~~$1,820.0 million and toconsisted ~~maintain capital levels consistent with the risks we undertake. As~~ of ~~September 30,~~mortgage ~~2025,~~loans ~~we have not commenced operations~~ and ~~held~~variable norate ~~market-sensitive~~funding ~~instruments~~notes.

Our secured variable funding note is indexed to one-month SOFR. For the three months ended March 31, 2026, a 50 basis point increase in the SOFR would have resulted in an inconsequential increase in interest expense. Our exposure to interest rate risk may vary in future periods as the amounts and terms of our interest rate hedging agreements change over time as we implement our hedging program.

Debt Investments

As of March 31, 2026, we held $154.8 million of floating-rate debt investments, which are reported at fair value on our Consolidated Balance Sheet. The floating rates are indexed to the Reference Rates, and as such, are exposed to interest rate risk. Our net income will increase or decrease depending on interest rate movements. While we cannot predict factors that may or may not affect interest rates, for the three months ended March 31, 2026, a 50 basis point increase or decrease in the Reference Rates would have resulted in an inconsequential increase or decrease to income from debt investments.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this quarterly report on Form 10-Q was made under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report, identified in connection with the evaluation described above that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

From time to time, we, ~~the Adviser, or Blue Owl~~ may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. We may also be subject to regulatory proceedings. While the outcome of these legal or regulatory proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations. As of ~~September~~March 3031, ~~2025~~2026, ~~neither~~ we, ~~the Adviser, nor Blue Owl~~ were ~~subject~~not toinvolved ~~any~~in ~~material legal proceedings, nor, to our knowledge, are~~ any material legal proceedings ~~threatened against us, the Adviser or Blue Owl~~.

ITEM 1A. RISK FACTORS

For information regarding factors that could affect our results of operations, financial condition, and liquidity, see the risk factors discussed in Part I. Item 1A. “Risk Factors” in our ~~Registration~~Annual ~~Statement~~Report on Form 10-K filed with the SEC on ~~August~~March 811, ~~2025, as amended~~2026. There have been no material changes to the risk factors disclosed in our ~~Registration~~Annual ~~Statement~~Report on Form 10-K filed with the SEC on ~~August~~March 811, ~~2025, as amended~~2026.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Shares~~Unregistered ~~issued~~Sales ~~in connection with the Initial Capitalization on May 20, 2025 were issued and sold in reliance upon the available exemptions from registration requirements~~ of ~~Section~~Equity ~~4(a)(2) of the~~ Securities ~~Act.~~

We intend to engage in a continuous, unlimited private offering of our common shares to “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act) pursuant to exemptions provided by Section 4(a)(2) of the Securities Act, Regulation D, or Regulation S thereunder and applicable state securities laws. 37

We are conducting a Private Offering to “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act) pursuant to exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D and/or Regulation S thereunder and applicable state securities laws. The table below details the common shares sold (primary and distribution reinvestment plan) (dollars are in thousands, except for per share amounts):


Shares Sold Date	Class S	Class D	Class I	Class E	Total	Aggregate Consideration (1)
January 2026	4,326,773	7,615	2,751,127	31,804	7,117,319	$	100,510
February 2026	2,553,015	304,576	1,502,728	51,526	4,411,845	49,268
March 2026	3,300,797	3,247	2,201,746	51,134	5,556,924	23,323
Total	10,180,585	315,438	6,455,601	134,464	17,086,088	$	173,101

(1) Includes upfront selling commissions for Class S and Class D shares of $792.

Share Repurchases

Our Board of Trustees has adopted the Share Repurchase Plan which will commence after the first full fiscal quarter following the initial closing of the Private Offering, whereby, subject to certain limitations, shareholders may request on a quarterly basis that the Company repurchase all or any portion of their shares. The Share Repurchase Plan is limited to no more than 3% aggregate NAV per calendar quarter (measured under the average aggregate NAV as of the end of the immediately preceding three months).

Other than as described for Redeemable Common Shares and Redeemable Non-Controlling Interests, the Company is not obligated to repurchase any shares and may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, our Board of Trustees may modify or suspend the Share Repurchase Plan if it deems such action to be in the Company’s best interest and the best interest of its shareholders. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any particular calendar quarter, shares repurchased during such calendar quarter will be repurchased on a pro rata basis.

The Company did not repurchase any of its common shares during the three months ended March 31, 2026.

From Inception through March 31, 2026, 130,473 Class E OP Units in the Operating Partnership were issued to the Special Limited Partners.

From Inception through March 31, 2026, the Company issued 203,445 Class E shares to the Adviser as payment of management fees. As of March 31, 2026, the Adviser held 203,808 Class E shares, including shares previously purchased by the Adviser. The repurchase of any Class E OP Units held by the Special Limited Partner or Class E shares held by the Adviser acquired as payment of management fee earned by the Adviser occurs outside of our Share Repurchase Plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended ~~September~~March 3031, ~~2025~~2026, none of the Company’s trustees or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the 1933 Act).

ITEM 6. EXHIBITS

(b)Exhibits

3.1			Certificate of Trust of the Company, dated April 7, 2025 (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 filed on August 8, 2025 and incorporated herein by reference)
3.2			Amended and Restated Declaration of Trust of the Company (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on October 9, 2025 and incorporated herein by reference)
3.3			Bylaws of the Company (filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on October 9, 2025 and incorporated herein by reference)
4.1			Share Repurchase Plan of the Company (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 9, 2025 and incorporated herein by reference).
4.2			Distribution Reinvestment Plan of the Company (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on October 9, 2025 and incorporated herein by reference).
10.1			Advisory Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 9, 2025 and incorporated herein by reference)
4.3			Ninth Amendment to Indenture, dated March 3, 2026, by and among Stack Infrastructure Issuer, LLC, as issuer, the Closing Date Asset Entities (as defined therein), and Wilmington Trust, National Association, as indenture trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8‑K filed on March 5, 2026, and incorporated herein by reference).
10.2			Administration Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 9, 2025 and incorporated herein by reference)
4.4			Series 2026‑1 Supplement, dated March 3, 2026, by and among Stack Infrastructure Issuer, LLC, as issuer, the Closing Date Asset Entities (as defined therein), and Wilmington Trust, National Association, as indenture trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8‑K filed on March 5, 2026, and incorporated herein by reference).
10.3			Amended and Restated Limited Partnership Agreement of the Operating Partnership (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on October 9, 2025 and incorporated herein by reference)
10.4*			Amended and Restated Dealer Manager Agreement dated November 7, 2025, between Blue Owl Digital Infrastructure Trust, Blue Owl Digital Infrastructure Trust Advisor LLC and Blue Owl Securities LLC
10.5			Transaction Agreement (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on October 9, 2025 and incorporated herein by reference)
31.1*			Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*			Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**			Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**			Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

** Furnished herewith

1239

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, thereunto duly authorized.


Blue Owl Digital Infrastructure Trust

By:			/s/ Kevin Halleran
			Name: Kevin Halleran
			Title: Chief Financial Officer
			(Authorized Signatory and Principal Financial Officer)

Date: ~~November~~May 713, ~~2025~~2026

1340

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