DLR 10-K & 10-Q changes, risk factors and insider trading
Digital Realty Trust, Inc. (also DLR-PK, DLR-PJ, DLR-PL) · NYSE · Real Estate Investment Trusts · CIK 1297996 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “As artificial intelligence becomes more prevalent in the workplace, it may present new considerations that could affect our business and operating results.”
New heading “Volatility in market and economic conditions may impact the accuracy of the various estimates used in the preparation of our financial statements and footnotes to the financial statements.”
Largest changes
Regulators around the world are increasingly focusing on, and investigating, cybersecurity matters. For example, as we most recently disclosed in our Quarterly Report on Form 10-Q filed onsee in full comparisonNovemberOctober9,31,2023,2025, we cooperated with the Division of Enforcement of the U.S. Securities and Exchange Commission (SEC)isinconducting antheir investigation into the adequacy of our disclosures of cybersecurity risks and our related disclosure controls and procedures.WeByarelettercooperatingdatedwithDecember 22, 2025, the SEC Division of Enforcement informed us that based on the information it had as of that date, it had concluded the investigation and did not intend to recommend an enforcement action by the SEC against the Company. We are not aware of any cybersecurity issue or event that caused the Staff to open this matter.Responding to an investigation of this type can be costly and time-consuming. While we are unable to predict the likely outcome of this matter or the potential cost or exposure or duration of the process, based on the information we currently possess, we do not expect the total potential cost to be material to our financial condition. If the SEC believes that violations occurred, it could seek remedies including, but not limited to, civil monetary penalties and injunctive relief, and/or file litigation against the Company.
Disruptions in the oil and gas and electric power markets have caused, and could continue to cause, significant increases in energy prices, which could have a material effect on our business.see in full comparisonAdditional potential sanctions and penalties have been implemented and/or threatened against Russia, a major supplier of natural gas to Europe, and Russia has in turn threatened to curtail gas exports to Europe. Some of our data centers in Europe could be affected adversely if Russia further curtails or ends gas exports to Europe.
“As artificial intelligence becomes more prevalent in the workplace, it may present new considerations that could affect our business and operating results.”see in full comparison
“Furthermore, we may in certain circumstances be liable for the actions of our third-party partners. For example, our partners may default on their obligations, including obligations to fund their pro rata share of development costs and other capital needs, which could necessitate that we fulfill their obligations ourselves. Any of these factors may result in returns on these investments being less than we expect or in losses and our financial and operating results may be adversely affected. …”see in full comparison
In addition, we may be subject to risks and unanticipated costs associated with obtaining power from various utility companies. Utilities that serve our data centers may be dependent on, and sensitive to price increases for, a particular type of fuel, such as natural gas, coal or nuclear. In addition, the price of these fuels and the total cost of delivered electricity could increase as a result of:see in full comparisonregulationsgridintendedmodernizationto regulate carbon emissions and other pollutants,charges, ratepayer surcharges related to recovering the cost of extreme weather events and natural disasters, increased demand from utilities from credit support and other obligations, minimum demand charges, geopolitical conflicts, military conflicts,gridenergymodernizationmarketcharges,structure and/or regulatory changes, the adoption of modified and/or new energy tariffs, regulations intended to regulate carbon emissions and other pollutants, renewable energy adoption, and other obligations, as well as by the addition of other charges borne by ratepayers.Increases in the cost of power at any of our data centers could put those locations at a competitive disadvantage relative to data centers that are supplied power at a lower price.
“Volatility in market and economic conditions may impact the accuracy of the various estimates used in the preparation of our financial statements and footnotes to the financial statements.”see in full comparison
Full comparison: every changed paragraph (41)
We rely on third parties to provide power to our data centers, and we cannot ensure that these third parties will deliver such power in adequate quantities, at acceptable levels of power quality, or on a consistent basis. We are also reliant on third parties to deliver additional power capacity to support the growth of our business. If the amount of power available to us is inadequate to support our customer requirements, we may be unable to satisfy our obligations to our customers or grow our business. In addition, our data centers may be susceptible to power shortages and planned or unplanned outages caused by these shortages.shortages or load-shedding requirements by governmental or quasi-governmental entities. Power outages may last beyond our backup and alternative power arrangements, which would harm our customers and our business. Any loss of services or equipment damage could adversely affect both our ability to generate revenues and our operating results, harm our reputation and potentially lead to customer disputes or litigation.
In addition, we may be subject to risks and unanticipated costs associated with obtaining power from various utility companies. Utilities that serve our data centers may be dependent on, and sensitive to price increases for, a particular type of fuel, such as natural gas, coal or nuclear. In addition, the price of these fuels and the total cost of delivered electricity could increase as a result of: regulationsgrid intendedmodernization to regulate carbon emissions and other pollutants,charges, ratepayer surcharges related to recovering the cost of extreme weather events and natural disasters, increased demand from utilities from credit support and other obligations, minimum demand charges, geopolitical conflicts, military conflicts, gridenergy modernizationmarket charges,structure and/or regulatory changes, the adoption of modified and/or new energy tariffs, regulations intended to regulate carbon emissions and other pollutants, renewable energy adoption, and other obligations, as well as by the addition of other charges borne by ratepayers. Increases in the cost of power at any of our data centers could put those locations at a competitive disadvantage relative to data centers that are supplied power at a lower price.
Increases in the cost of power at any of our data centers could put those locations at a competitive disadvantage relative to data centers that are supplied power at a lower price.
We have also entered into power purchase agreements with contract terms ranging from 5-20 years. These agreements require us to purchase renewable energy and/or environmental attribute certificates from producers at fixed prices over the terms of the contracts, subject to certain adjustments. In the event that the market price for energy and/or environmental attribute certificates decreases, we may be required to pay more under the power purchase agreements than we would otherwise if we were to purchase environmental attribute certificatethem on the open market, which could adversely affect our results of operations. Additionally, interruptions in the operations of one or more of the suppliers under these agreements, as a result of extreme weather events, natural disasters or otherwise, could negatively impact the quantity of renewable energy credits delivered to us.
Disruptions in the oil and gas and electric power markets have caused, and could continue to cause, significant increases in energy prices, which could have a material effect on our business. Additional potential sanctions and penalties have been implemented and/or threatened against Russia, a major supplier of natural gas to Europe, and Russia has in turn threatened to curtail gas exports to Europe. Some of our data centers in Europe could be affected adversely if Russia further curtails or ends gas exports to Europe.
We rely on numerous electrical, heating and cooling, fire protection, energy storage and battery backup, uninterruptible power systems, and emergency power generation systems and equipment to operate our facilities. The systems and equipment are required to handle high performance demands, including extreme heat and cold, high voltage, corrosion, high power demands and energy storage capacity, thermal and physical stresses, continuous operation in extreme conditions, and other routine, seasonal, and emergency operational demands. Failure of systems or equipment may affect other systems or equipment or customers, and it could mean we are unable to satisfy our obligations to our customers. Any loss of services or equipment damage could adversely affect both our ability to generate revenues and our operating results, harm our reputation and potentially lead to customer disputes or litigation.
We rely on computer systems, hardware, software, online sites and networks, as well as physical, digital and operational technology infrastructure to support our internal and external operations (collectively, “Information Systems”). We own, operate, and manage complex, global Information Systems and also rely on third-party providers for a range of Information Systems and other products and services, such as cloud computing. We face evolving risks that threaten the confidentiality, integrity, and availability of Information Systems and data, including from state-sponsored espionage actors, financially motivated hackers, hacktivists and insiders, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), human or technological error, or due to “bugs,” misconfigurations and known and unknown vulnerabilities in hardware, software, systems and processes that support our business. Even if vulnerabilities are publicly known or identified through our security tools, we cannot guarantee that patches or mitigating measures will be implemented before a threat actor can exploit them.
We regularlyare experiencesubject to ongoing cyberattacks and other security incidents, including attempts to gain unauthorized access to our systems, and we expect such attacks and incidentsattempts to continue in the future.continue. For example, we have experienced, and mayare likely in the future to experience, sophisticated social engineering/phishing attacks that involve unauthorized access to our information. While to date no attacks or incidents have materially impacted us, we cannot guarantee that any incidents will not materially impact us or that material incidents will not occur in the future. There can also be no assurance that our cybersecurity risk management processes will be fully implemented as currently anticipated, complied with or effective in protecting our or our customers’ Information Systems and data, particularly because threat actors are increasingly sophisticated and using tools such as artificial intelligenceAI that circumvent controls and evade detection, making detection, mitigation and recovery challenging and uncertain.
Regulators around the world are increasingly focusing on, and investigating, cybersecurity matters. For example, as we most recently disclosed in our Quarterly Report on Form 10-Q filed on NovemberOctober 9,31, 2023,2025, we cooperated with the Division of Enforcement of the U.S. Securities and Exchange Commission (SEC) isin conducting antheir investigation into the adequacy of our disclosures of cybersecurity risks and our related disclosure controls and procedures. WeBy areletter cooperatingdated withDecember 22, 2025, the SEC Division of Enforcement informed us that based on the information it had as of that date, it had concluded the investigation and did not intend to recommend an enforcement action by the SEC against the Company. We are not aware of any cybersecurity issue or event that caused the Staff to open this matter. Responding to an investigation of this type can be costly and time-consuming. While we are unable to predict the likely outcome of this matter or the potential cost or exposure or duration of the process, based on the information we currently possess, we do not expect the total potential cost to be material to our financial condition. If the SEC believes that violations occurred, it could seek remedies including, but not limited to, civil monetary penalties and injunctive relief, and/or file litigation against the Company.
Because many of our data centers contain tenant improvements installed at our customers’ expense, they may be better suited for a specific data center user or technology industry customer and could require significant modification in order for us to re-lease vacant space to another data center user or technology industry customer. The tenant improvements may also become outdated or obsolete as the result of technological change, the passage of time or other factors.factors, including the recent acceleration in AI adoption and rapid advancements in compute, cooling and power technologies, which continue to drive evolving customer requirements, deployment architectures, and buying criteria . In addition, our development space will generally require substantial improvement to be suitable for data center use. For the same reason, our properties also may not be suitable for leasing to traditional office customers without significant expenditures or renovations.
As current and future customers increase their power footprint in our data centers over time, the corresponding reduction in available power could limit our ability to increase occupancy rates or network density within our existing data centers. Furthermore, at certain of our data centers, our aggregate maximum contractual obligation to provide power and cooling to our customers may exceed the physical capacity at such data centers if customers were to quickly increase their demand for power and cooling. If we are not able to increase the available power and/or cooling or move the customer to another location within our data centers with sufficient power and cooling to meet such demand, we could lose the customer as well as be exposed to liability under our customer agreements. In addition, our power and cooling systems are difficult and expensive to upgrade,upgrade or expand, especially as we design our data centers to the specifications of new and evolving technologies, such as Artificial Intelligence (“AI”),AI, which are more power-intensive. Accordingly, we may not be able to efficiently upgrade or change these systems to meet new demands without incurring significant costs that we may not be able to pass on to our customers. Any such material loss of customers, liability or additional costs could adversely affect our business, financial condition and results of operations.
Our portfolio is located in 60over 50 metropolitan areas. As of December 31, 2024,2025, our portfolio, including the 7889 data centers held as investments in unconsolidated entities, was geographically concentrated in the following metropolitan areas:
The technology industry generally and specific industries in which certain of our customers operate are characterized by rapidly changing technology, customer requirements and industry standards. New systems to deliver power to or eliminate heat in data centers or the development of new server technology that does not require the levels of critical load and heat removal that our facilities are designed to provide and could be run less expensively on a different platform could make our data center infrastructure obsolete. Our power and cooling systems are difficult and expensive to upgrade, and we may not be able to efficiently upgrade or change these systems to meet new demands without incurring significant costs that we may not be able to pass on to our customers which could adversely impact our business, financial condition and results of operations. In addition, the infrastructure that connects our data centers to the Internet and other external networks may become insufficient, including with respect to latency, reliability and connectivity. We may not be able to adapt to changing technologies or meet customer demands for new processes or technologies in a timely and cost-effective manner, if at all, which would adversely impact our ability to sustain and grow our business. Continued AI adoption could result in evolving infrastructure needs, particularly around power density for advanced computing. Accommodating these requirements may involve selective capital investment and ongoing attention to operational efficiency.
Geopolitical events may impact our operations and financial results. For example, the impact of the United Kingdom exiting the European Union on European Union-United Kingdom political, trade, economic and diplomatic relations continues to be uncertain and such impact may not be fully realized for several years or more. Continued uncertainty and friction may result in regulatory, operational, and cost challenges to our United Kingdom and international operations.
With respect to the United Kingdom’s withdrawal from the European Union, significant political and economic uncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal. Lack of clarity about future United Kingdom laws and regulations as the United Kingdom determines which European Union laws to replace or replicate, including financial laws and regulations, tax and free trade agreements, tax and customs laws, intellectual property rights, environmental, health and safety laws and regulations, immigration laws, employment laws and transport laws could increase costs, disrupt supply chains, and depress economic activity and restrict our access to capital. Any of these factors could have a material adverse effect on our business, financial condition and results of operations and reduce the price of our securities.
Our recent acquisitions may not achieve the intended benefits or may disrupt our plans and operations.
We have in the past and may continue in the future to acquire businesses as part of our growth strategy. Acquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of the transaction. Our ability to realize the anticipated benefits of our combination with Interxion in March 2020 and other acquisitions depends, to a large extent, on our ability to integrate each of them with our business. The combination of two independent businesses can be a complex, costly and time-consuming process, which requires significant time and focus from our management team and may divert attention from the day-to-day operations of our business. There can be no assurance that we will be able to successfully integrate acquired properties and businesses with our business or otherwise realize the expected benefits of these acquisitions. In addition, even if our operations are integrated successfully with the operations of our acquisitions, we may not realize the full benefits of the acquisitions, including the synergies, operating efficiencies, or sales or growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame or at all. All of these factors could decrease or delay any potential accretive effect of the acquisitions and negatively impact the price of our common stock.
We may be subject to unknown or contingent liabilities related to our recent acquisitions, for which we may have no or limited recourse against the sellers.
Joint venture (JV), fund and other investments could be adversely affected by our lack of sole decision-making authority, our reliance on our JV partners’ financial condition and disputes between us and our JV partners.
We currently, and may in the future, co-invest with third parties through partnerships, joint ventures, funds or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property or portfolio of properties, partnership, joint venture, fund or other entity. In these events, we are not in a position to exercise sole decision- making authority regarding the properties, fund, partnership, joint venture or other entity. Investments in partnerships, joint ventures, funds or other entities may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that partners might become bankrupt or fail to fund their share of required capital contributions. For example, our JV partners must agree in order for the applicable JV to take specific major actions, including approval of development or operating budgets, sales of property, debt financings, leasing and other material contracts. Under these types of arrangements, any disagreements between our partners and us may result in delayed or unfavorable decisions. Our inability to take unilateral actions that we believe are in our best interests may result in missed opportunities and an ineffective allocation of resources and could have an adverse effect on the financial performance of our joint ventures, funds and our operating results.
We currently, and may in the future, co-invest with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property or portfolio of properties, partnership, joint venture or other entity. In these events, we are not in a position to exercise sole decision-making authority regarding the properties, partnership, joint venture or other entity. Investments in partnerships, joint ventures, or other entities may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility thatOur partners might become bankrupt or fail to fund their share of required capital contributions. Partners may have economic, tax or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Our jointpartners venturemay be structured differently than us for tax purposes and this could create conflicts of interest, including with respect to our compliance with REIT requirements, and our REIT status could be jeopardized if any of our investments do not operate in a manner consistent with our REIT status. Our partners may also take actions that are not within our control, which would require us to dispose of the joint ventureinvestment asset or transfer it to a taxable REIT subsidiary in order for Digital Realty Trust, Inc. to maintain its status as a REIT. Such investments may also lead to impasses, for example, as to whether to sell a property, because neither we nor our partnerpartners would have full control over the partnershipinvestment or joint venture.vehicle. Disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our management from focusing their time and effort on our day-to-day business. Consequently, actions by or disputes with our partners may subject properties owned by the partnershipinvestment or joint venturevehicle to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners. Each of these factors may result in returns on these investments being less than we expect or in losses and our financial and operating results may be adversely affected. In addition, we cannot assure you that we will be able to close joint ventures, on the anticipated schedule or at all. Failure to complete any such joint venture could have a negative impact on our business and the trading price of our common stock. Over the past few years, we have completed a number of new joint ventures, including development joint ventures, and such investments may increase the risks described herein.
Furthermore, we may in certain circumstances be liable for the actions of our third-party partners. For example, our partners may default on their obligations, including obligations to fund their pro rata share of development costs and other capital needs, which could necessitate that we fulfill their obligations ourselves. Any of these factors may result in returns on these investments being less than we expect or in losses and our financial and operating results may be adversely affected. In addition, we cannot assure you that we will be able to close investments, on the anticipated schedule or at all. Failure to complete any such transaction could have a negative impact on our business and the trading price of our common stock. Over the past few years, we have completed a number of new joint ventures, including development joint ventures, as well as our hyperscale fund and such investments may increase the risks described herein.
OverFederal policies, including the pastimposition year,of tariffs and the consumeradoption priceof indexreciprocal hastariffs increasedby substantiallyaffected year over year. Federal policiescountries, and recent global events, such as the rising price of oil and the conflict between Russia and Ukraine, may have exacerbated, and may continue to exacerbate, inflation and increases in the consumer price index.
Our total consolidated indebtedness at December 31, 20242025 was approximately $16.8$18.6 billion, and we may incur significant additional debt to finance future acquisition, investment and development activities. We have a Global Revolving Credit Facility and the Yen Revolving Credit Facility, which provide for borrowings of up to $4.4$4.5 billion (including approximately $0.3 billion available to be drawn onunder the Yen Revolving Credit Facility) based on currency commitments and foreign exchange rates as of December 31, 2024.2025. We have the ability from time to time to increase the size of the Global Revolving Credit Facility by up to $1.8 billion, subject to receipt of lender commitments and other conditions precedent. At December 31, 2024,2025, approximately $2.8$3.3 billion was available under this facility, net of outstanding letters of credit. As of February 18,9, 2025,2026, we had approximately $3.3 billion available under the Global Revolving Credit Facility, net of outstanding letters of credit.
In order for Digital Realty Trust, Inc. to maintain its qualification as a REIT, it is required under the Code to annually distribute at least 90% of its REIT taxable incomeincome, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, Digital Realty Trust, Inc. will be subject to federal and state corporate income taxes to the extent that it distributes less than 100% of its REIT taxable income, including any net capital gains. Digital Realty Trust, L.P. is required to make distributions to Digital Realty Trust, Inc. that will enable the latter to satisfy this distribution requirement and avoid income and excise tax liability. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition or development financing, from operating cash flow. Consequently, we may rely on third-party sources to fund our capital needs.
Because real estate investments are relatively illiquid and because there may be even fewer buyers for our specialized real estate, our ability to promptly sell properties in our portfolio in response to adverse changes in their performance may be limited, which may harm our financial condition. Further, Digital Realty Trust, Inc. is subject to provisions in the Code that limit a REIT’s ability to dispose of properties, which limitations are not applicable to other types of real estate companies. See “Risks Related to Our Organizational Structure— The interests of Digital Realty Trust, Inc.’s duty to its stockholders may conflict with the interests of Digital Realty Trust, L.P.’s unitholders—Tax consequences upon sale or refinancing.” While Digital Realty Trust, Inc. has exclusive authority under Digital Realty Trust, L.P.’s limited partnership agreement to determine whether, when, and on what terms to sell a property, such decisions may require the approval of Digital Realty Trust, Inc.’s Board of Directors. These limitations may affect our ability to sell properties.
As artificial intelligence becomes more prevalent in the workplace, it may present new considerations that could affect our business and operating results.
We have begun leveraging AI and machine learning capabilities for our employees to use in their day-to-day operations. Inadequate investment in or unsuccessful development of those AI capabilities may result in us lagging behind our competitors in terms of improving operational efficiencies. Implementation of these technologies may involve challenges such as potential shortages in required data to train internal AI models, scarcity of skilled talent to effectively deploy internal AI initiatives, or the possibility that AI tools we develop or utilize may not achieve their desired or intended benefits performance or cost-efficiency objectives. Use of third-party AI tools may introduce information security, data privacy and legal or regulatory risks. Failure to properly manage these risks could negatively impact our business, reputation and operating results.
Previous owners used some of our properties for industrial and manufacturing purposes, and those properties may contain some level of environmental contamination. Independent environmental consultants have conducted Phase I or similar environmental site assessments on a majority of the properties in our portfolio. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or an asbestos survey and the assessments may fail to reveal all environmental conditions, liabilities or compliance concerns. In addition, material environmental conditions, liabilities or compliance concerns may have arisen after these reviews were completed or may arise in the future. We could be held jointly and severally liable under CERCLA and various state, local and national laws for the investigation and remediation of environmental contamination on our propertiesproperties, including contamination caused by previous owners or operators. Further, fuel storage tanks are present at most of our properties, and if releases were to occur, we may be liable for the costs of cleaning any resulting contamination. The presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability or materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral.
Governmental authorities have in the past sought to restrict data center development based on environmental considerations. For example, governmental authorities in locations where we operate have imposed moratoria on data center development, citing concerns about energy usage and requiring new data centers to meet energy efficiency requirements. Some government agencies have also sought to restrict the use of diesel generators for back-up power. We may face higher costs from any laws requiring enhanced energy efficiency measures, changes to cooling systems, caps on energy usage, land use restrictions, limitations on back-up power sources, or other environmental requirements. Moratoria on data center construction could hinder our ability to upgrade, expand or rebuild existing data centers or construct new data centers.
Volatility in market and economic conditions may impact the accuracy of the various estimates used in the preparation of our financial statements and footnotes to the financial statements.
Various estimates are used in the preparation of our financial statements, including estimates related to asset and liability valuations (or potential impairments), and receivables. Often these estimates require the use of market data values and involve estimates of future performance or receivables collectability all of which can be difficult to accurately predict. Although management believes it has been prudent and used reasonable judgment in making these estimates, it is possible actual results may differ from these estimates.
The change of control conversion features of Digital Realty Trust, Inc.’s preferred stock may make it more difficult for a party to take over our Company or discourage a party from taking over our Company. Upon the occurrence of specified change of control transactions, holders of ourDigital Realty Trust, Inc.’s series J preferred stock, series K preferred stock and series L preferred stock will have the right (unless, prior to the change of control conversion date, weDigital haveRealty Trust, Inc. has provided or provideprovides notice of ourits election to redeem such preferred stock) to convert some or all of their series J preferred stock, series K preferred stock or series L preferred stock, as applicable, into shares of ourDigital Realty Trust, Inc.’s common stock (or equivalent value of alternative consideration), subject to caps set forth in the articles supplementary governing the applicable series of preferred stock. The change of control conversion features of the series J preferred stock, series K preferred stock and series L preferred stock may have the effect of discouraging a third party from making an acquisition proposal for our Company or of delaying, deferring or preventing certain change of control transactions of our Company under circumstances that otherwise could provide the holders of ourDigital Realty Trust, Inc.’s common stock, series J preferred stock, series K preferred stock and series L preferred stock with the opportunity to realize a premium over the then-current market price or that stockholders may otherwise believe is in their best interests.
Furthermore, we own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code,Code or(each, a subsidiary REIT.REIT). Provided that each subsidiary REIT qualifies as a REIT, our interest in such subsidiary REIT will be treated as a qualifying real estate asset for purposes of the REIT asset tests. To qualify as a REIT, the subsidiary REIT must independently satisfy all of the REIT qualification requirements. The failure of a subsidiary REIT to qualify as a REIT could have an adverse effect on Digital Realty Trust, Inc.’s ability to comply with the REIT income and asset tests, and thus its ability to qualify as a REIT.
InEven certain circumstances,if Digital Realty Trust, Inc. qualifies as a REIT, it may be subject to federal and state taxes asin acertain REIT,circumstances and its foreign properties and companies are subject to foreign taxes, which would reduce its cash available for distribution to its stockholders.
Even ifIf Digital Realty Trust, Inc. qualifies as a REIT for U.S. federal income tax purposes, it generally will not be required to pay U.S. federal corporate income taxes on its REIT taxable income that is currently distributed to its stockholders. However, even if Digital Realty Trust, Inc. qualifies as a REIT, it may be subject to some federal, state and local taxes on its income or property and, in certain cases, a 100% penalty tax, in the event it sells property as a dealer. In addition, our domestic taxable REIT subsidiaries, including Digital Services, Inc., could be subject to federal, state and local taxes, and our foreign properties and companies are subject to tax in the jurisdictions in which they operate and are located. A domestic taxable REIT subsidiary is subject to U.S. federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an arm’s length basis. Any federal, state or foreign taxes Digital Realty Trust, Inc. pays will reduce its cash available for distribution to stockholders.
The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for these reduced rates. U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (i.e., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 2026.REIT. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the stockholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends treated as qualified dividend income, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of Digital Realty Trust, Inc.’s capital stock.
From time to time, we may acquire other corporations or entities and, in connection with such acquisitions, we may succeed to the historic tax attributes and liabilities of such entities. For example, if we acquire a C corporation and subsequently dispose of its assets within five years of the acquisition, we could be required to pay tax on any built-in gain attributable to such assets determined as of the date on which we acquired the assets. In addition, in order to qualify as a REIT, at the end of any taxable year, we must not have any earnings and profits accumulated in a non-REIT year. As a result, if we acquire a C corporation, we must distribute the corporation’s earnings and profits accumulated prior to the acquisition before the end of the taxable year in which we acquire the corporation. We also could be required to pay the acquired entity’s unpaid taxes even though such liabilities arose prior to the time we acquired the entity.
We are headquartered in the United States with subsidiaries and operations globally and are subject to income taxes in these jurisdictions. Significant judgment is required in determining our provision for income taxes. Although we believe that we have adequately assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no assurance that additional taxes will not be due upon audit of our tax returns or as a result of changes to applicable tax laws. The governments of many of the countries in which we operate may enact changes to the tax laws of such countries, including changes to the corporate recognition and taxation of worldwide income. The nature and timing of any changes to each jurisdiction’s tax laws and the impact on our future tax liabilities cannot be predicted with any accuracy but could materially and adversely impact our results of operations and cash flows. The Organization for Economic Cooperation and Development (the “OECD”) has developed a framework to establish certain international standards for taxing the worldwide income of multinational companies, including, among other things, provisions that would ensure all companies pay a global minimum tax of 15% (the “Pillar Two rules”). While the United States has not yet adopted the Pillar Two rules and the U.S. Department of the Treasury has recently announced an agreement with other countries in the OECD to exempt U.S.-headquartered companies from the Pillar Two rules, various other governments around the world have enacted or are enacting such legislation. We are continuing to evaluate the impacts of these developments in the jurisdictions in which we operate, including our qualification for certain exceptions to the application of these rules.
Further, the rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could materially and adversely affect Digital Realty Trust, Inc.’s stockholders, Digital Realty Trust, L.P.’s unitholders and us. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the United States. The OBBBA includes several significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 and other changes to the Code, that affect REITs and their investors. We do not expect it to have a material impact on our business. We cannot predict how changes in the tax laws might affect our investors and us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and adversely affect Digital Realty Trust, Inc.’s ability to qualify as a REIT, the U.S. federal income tax consequences of such qualification, or the U.S. federal income tax consequences of an investment in us. Moreover, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.
The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks included in other sections of this report, including under Part I, Item 1A, Risk Factors. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to identify all such risk factors, nor can we assess the impact of all such risk factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantiesguarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes.
Management's Discussion & Analysis (MD&A)
New heading “General and Administrative”
New heading “Transactions and Integration”
Largest changes
“In addition, the 2025-27 Term Facility provides for a €375,000,000 five-year senior unsecured term loan facility, comprised of €125,000,000 of initial term loans, and €250,000,000 of delayed draw term loan commitments that were funded on September 9, 2023. Such facility provides for borrowings in Euros. The 2025-27 Term Facility matures on August 11, 2025, subject to two maturity extension options of one year each; provided that the Operating Partnership must pay a 0.125% extension fee based on the then-outstanding principal amount of the 2025-27 Term Facility commitments then outstanding. …”see in full comparison
“During the year ended December 31, 2024, we recognized impairment charges of approximately $191.2 million, which is recorded as provision for impairment on the consolidated income statement. We determined that certain non-core properties in secondary U.S. markets had carrying amounts that may not be fully recoverable as we determined that we no longer intend to hold these properties long-term. Accordingly, the recorded amounts were reduced to reflect management’s estimate of fair value principally based on sales of similar properties and ongoing negotiations with third parties.”see in full comparison
“During the year ended December 31, 2024, we recorded a provision for impairment on real estate investments of $191.2 million. We determined that certain non-core properties in secondary U.S. markets had carrying amounts that may not be fully recoverable as we determined that we no longer intend to hold these properties long-term. Accordingly, the recorded amounts were reduced to reflect management’s estimate of fair value based principally on sales of similar properties and ongoing negotiations with third parties.”see in full comparison
“During the year ended December 31, 2025, we recorded a provision for impairment on real estate investments of $78.6 million. We determined that certain non-core properties in secondary U.S. markets had carrying amounts that may not be fully recoverable. Accordingly, the recorded amounts were reduced to reflect management’s estimate of fair value based on a forecast of cash flows and market capitalization rates.”see in full comparison
Full comparison: every changed paragraph (67)
Most of our revenue consists of rental income generated by the data centers in our portfolio. Our ability to generate and grow revenue depends on several factors, including our ability to maintain or improve occupancy rates. A summary of our data center portfolio and related occupied square feet (in thousands) occupied (excluding space under development or held for development) is shown below. Unconsolidated portfolios shown below consist of assets owned by unconsolidated entities in which we have invested. We often provide management services for these entities under management agreements and receive management fees. These are shown as Managed Unconsolidated Portfolio. Entities for which we do not provide such services are shown as Non-Managed Unconsolidated Portfolio.
Note: Table excludes data centers held for sale. IndividualTotal itemsamounts may not add up to totaldiffer due to rounding.
Equity in earnings of unconsolidated entities, gain on disposition of properties, interest expense, and income tax expense make up the majority of Other income/(expenses). Equity in earnings of unconsolidated entities represents our share of the income/(loss) of entities in which we invest, but do not consolidate under U.S. GAAP. The largest of these investments is currently our investment in Ascenty, which is located primarily in Latin America. Our second-largest equity-method investment is Digital Core REIT, which is publicly traded on the Singapore Exchange (“SGX”) and which owns a portfolio of 10 properties operating in the United States, Canada, Germany and Japan. Refer to additional discussion of Digital Core REIT and Ascenty in the Notes to the Consolidated Financial Statements.
Stabilized rental and other services revenue decreasedincreased by $62.8$244.7 million for the year ended December 31, 20242025 compared to the same period in 20232024 primarily due to: increases in new leasing and renewals across all regions along with the strengthening of foreign exchange rates, primarily the Euro, British pound sterling and Singapore dollar.
Fee income and other increased $71.3 million for the year ended December 31, 2025, compared to the same period in 2024, driven primarily by:
Total stabilized utilities expenses decreasedincreased by approximately $183.3$29.2 million compared to the same period in 20232024 primarily due to lowerhigher power pricing at certain properties in the stabilized portfolio, mainly in EMEA and APAC.portfolio.
Total non-stabilized rental property operating and maintenance expenses (excluding utilities) increased by approximately $24.2$35.2 million compared to the same period in 20232024 primarily due to higher lease and common area maintenance expense in a growing portfolio of recently completed development sites.:
Total stabilized property taxes and insurance increased by approximately $21.2$10.9 million compared to the same period in 20232024 primarily due to atiming favorableof property tax assessmentassessments at one ofthroughout our North American properties realized in early 2023.portfolio.
Total non-stabilized property taxes and insurance decreasedincreased $36.8$8.0 million compared to the same period in 20232024 primarily related to properties sold or contributed after December 31, 2023.:
During the year ended December 31, 2024, we recognized impairment charges of approximately $191.2 million, which is recorded as provision for impairment on the consolidated income statement. We determined that certain non-core properties in secondary U.S. markets had carrying amounts that may not be fully recoverable as we determined that we no longer intend to hold these properties long-term. Accordingly, the recorded amounts were reduced to reflect management’s estimate of fair value principally based on sales of similar properties and ongoing negotiations with third parties.
During the year ended December 31, 2023, we recognized impairment charges of approximately $118.4 million, primarily due to the decline in fair value of our equity investment in DCRU, which was considered other than temporary due to the length of time and extent to which the fair value of our investment has been less than the carrying value.
General and Administrative
General and administrative expenses increased $85.5 million compared to the same period in 2024 due to higher head count along with increased information technology costs.
Transactions and Integration
Transactions and integration expenses increased $91.2 million compared to the same period in 2024 driven primarily by placement fees associated with securing capital commitments to the Fund and lease termination expenses in connection with acquisitions along with higher internal integration project costs.
During the year ended December 31, 2025, we recorded a provision for impairment on real estate investments of $78.6 million. We determined that certain non-core properties in secondary U.S. markets had carrying amounts that may not be fully recoverable. Accordingly, the recorded amounts were reduced to reflect management’s estimate of fair value based on a forecast of cash flows and market capitalization rates.
During the year ended December 31, 2024, we recorded a provision for impairment on real estate investments of $191.2 million. We determined that certain non-core properties in secondary U.S. markets had carrying amounts that may not be fully recoverable as we determined that we no longer intend to hold these properties long-term. Accordingly, the recorded amounts were reduced to reflect management’s estimate of fair value based principally on sales of similar properties and ongoing negotiations with third parties.
n/m – not meaningful
Gain on disposition of properties, net decreasedincreased approximately $304.7$399.8 million as compared to the same period in 2023.2024.
In 2025, we sold non-core data centers in the Atlanta, Miami, Boston and Dallas metro areas for gross proceeds of approximately $124 million and recognized a gain on disposition of approximately $33 million.
In January 2025, Mitsubishi made an additional cash capital contribution in the amount of $62 million, resulting in an additional 15% ownership in the joint venture. The transaction resulted in a gain of approximately $5.1 million.
In April 2025, we contributed an additional three development projects at the Digital Dulles campus to our joint venture with Blackstone. We received approximately $77 million of gross proceeds from the contribution and as a result of transferring control, we derecognized the data centers and recognized a gain on disposition of approximately $58 million.
In May 2025, we received approximately $937 million of gross proceeds from the contribution of operating data centers and development projects to the Fund, recognized a gain on disposition of approximately $873 million, and recognized an investment in the assets of $661 million. In the three months ended December 31, 2025, Digital Realty contributed an additional 40% of its interest in five operating data centers to the Fund for approximately $427 million. The transaction resulted in a gain of approximately $30.2 million.
In January 2024, we formed a joint venture with Blackstone Inc. to develop four hyperscale data center campuses across Frankfurt, Paris and Northern Virginia. We received approximately $231 million of net proceeds from the contribution of our data centers to the first phase of the joint venture and retained a 20% interest in the joint venture. As a result of transferring control, we derecognized the data centers and recognized a loss on disposition of approximately $0.3 million.
In May 2023, we disposed of a non-core asset, resulting in a net gain on sale of $87 million. In July 2023, we received approximately $0.7 billion of gross proceeds from the contribution of our data centers to the joint venture with GI Partners for a net gain on sale of approximately $238 million and we received approximately $1.4 billion of gross proceeds from the contribution of our data centers to the joint venture with TPG Real Estate for a net gain on sale of approximately $576 million.
LossGain from(loss) Earlyon Debt Extinguishment ofand DebtModifications
Gain on debt extinguishment and modifications was approximately $9 thousand for the year ended December 31, 2025, as a result of the redemption of the €1.075 billion 2.500% Notes due 2026 prior to maturity (December 2025).
Loss on debt extinguishment and modifications was approximately $5.9 million for the year ended December 31, 2024.
In January 2024, we paid down $240 million on the U.S. term loan facility. The paydown resulted in an early extinguishment charge of approximately $1.0 million.
In September 2024, we paid down €375 million on the Euro Term Loan Facilities, leaving €375 million outstanding. The paydown resulted in an early extinguishment charge of approximately $1.6 million.
We also refinanced our Global Revolving Credit Facilities and wrote off deferred loan costs of approximately $1.1 million.
In November 2024, we paid off the remaining $500 million on the U.S. term loan facility. As a result, approximately $2.2 million of deferred financing costs was written off.
Loss on debt extinguishment and modifications was approximately $5.9 million for the year ended December 31, 2024. In January 2024, we paid down $240 million on the U.S. term loan facility. The paydown resulted in an early extinguishment charge of approximately $1.0 million. In September 2024, we paid down €375 million on the Euro Term Loan Facilities, leaving €375 million outstanding. The paydown resulted in an early extinguishment charge of approximately $1.6 million. We also refinanced our Global Revolving Credit Facilities and wrote off deferred loan costs of approximately $1.1 million. In November 2024, we paid off the remaining $500 million on the U.S. term loan facility. As a result, approximately $2.2 million of deferred financing costs was written off.
We had no extinguishment of debt in 2023.
Interest expense decreased approximately $14.9 million compared to the same period in 2024 driven primarily by lower average balances on our Global Revolving Credit Facilities and term loan facilities offset by issuances of unsecured senior notes (€850 million of 3.875% Guaranteed Notes due 2033 (issued in September 2024), $1.15 billion of 1.875% Exchangeable Senior Notes due 2029 (issued in November 2024), €850 million of 3.875% Guaranteed Notes due 2035 (issued in January 2025), €850 million of 3.875% Guaranteed Notes due 2034 (issued in June 2025), €600 million of 3.750% Guaranteed Notes due 2033 (issued in November 2025) and €800 million of 4.250% Guaranteed Notes due 2037 (issued in November 2025).
Interest expense increased approximately $15.1 million compared to the same period in 2023 driven primarily by increased borrowings at Teraco.
Income tax expense decreased by approximately $20.8$22.7 million as compared to the same period in 20232024 primarily due to jurisdictionala ratefavorable mixtax law change in a foreign jurisdictions and internal restructurings within the global group.jurisdiction.
DigitalOur Realty Trust, Inc.Parent and Digitalour RealtyOperating Trust,Partnership L.P. wereare parties to an ATM Equity OfferingSM Sales Agreement dated AugustDecember 4,23, 20232024 (the “20232024 Sales Agreement”). Pursuant to the 20232024 Sales Agreement, Digital Realty Trust, Inc. couldcan issue and sell common stock having an aggregate offering price of up to $1.5$3.0 billion through various named agents from time to time. FromDuring Januarythe 1,year 2024ended throughDecember February31, 23, 2024,2025, Digital Realty Trust, Inc. generated net proceeds of approximately $99$1.1 millionbillion from the issuance of approximately 0.66.4 million common shares under the 20232024 Sales Agreement at an average price of $133.43$173.09 per share after payment of approximately $0.6$6.8 million of commissions to the agents. TheAs proceedsof fromDecember the31, issuances2025, $1.9 billion remains available for future sales under the 20232024 Sales Agreement for the year ended December 31, 2024, were contributed to our Operating Partnership in exchange for the issuance of approximately 0.6 million common units to our Parent Company.Agreement.
The 2023 Sales Agreement was amended on February 23, 2024 (the “Sales Agreement Amendment”). At the time of the amendment, $258.3 million remained unsold under the 2023 Sales Agreement. Following the Sales Agreement Amendment, Digital Realty Trust, Inc. could issue and sell common stock having an aggregate offering price of up to $2.0 billion through various named agents from time to time pursuant to the 2023 Sales Agreement. During the year ended December 31, 2024, Digital Realty Trust, Inc. generated net proceeds of approximately $1.9 billion from the issuance of approximately 11.4 million common shares under the 2023 Sales Agreement at an average price, net of commissions, of $166.85 per share. Commissions to the agents amounted to approximately $17.4 million. The proceeds from the issuances under the 2023 Sales Agreement for the year ended December 31, 2024, were contributed to our Operating Partnership in exchange for the issuance of approximately 11.4 million common units to our Parent Company.
On December 23, 2024, our Parent and our Operating Partnership entered into a new an ATM Equity OfferingSM Sales Agreement (the “2024 Sales Agreement”), pursuant to which, Digital Realty Trust, Inc. can issue and sell common stock having an aggregate offering price of up to $3.0 billion through various named agents from time to time. The 2023 Sales Agreement was terminated in connection with entry into the 2024 Sales Agreement, and at the time of such termination, $76.5 million remained unsold under the 2024 Sales Agreement. As of December 31, 2024, $3.0 billion remains available for future sales under the 2024 Sales Agreement.
For the year ended December 31, 2023, Digital Realty Trust, Inc. generated net proceeds of approximately $1.1 billion from the issuance of approximately 8.7 million common shares under the 2023 Sales Agreement at an average price of $133.21 per share after payment of approximately $11.4 million of commissions to the agents. As of December 31, 2023, approximately $343.4 million remained available for future sales under the 2023 Sales Agreement. The proceeds from the issuances under the 2023 Sales Agreement for the year ended December 31, 2023 were contributed to our Operating Partnership in exchange for the issuance of approximately 8.7 million common units to our Parent Company.
On May 7, 2024, our Parent and our Operating Partnership entered into an underwriting agreement with BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters relating to the sale of up to approximately 12.1 million shares of common stock (including approximately 1.6 million additional shares that the underwriters had the option to purchase, and which option was exercised in full on May 8, 2024), at a purchase price to the underwriters of $136.66 per share. The offering closed on May 10, 2024, and we received net proceeds of approximately $1.7 billion.
We believe our Operating Partnership’s sources of working capital, specifically its cash flow from operations, and funds available under its Global Revolving Credit Facility are adequate for it to make its distribution payments to our Parent and, in turn, for our Parent to make its dividend payments to its stockholders. However, we cannot assure you that our Operating Partnership’s sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including making distribution payments to our Parent. The lack of availability of capital could adversely affect our Operating Partnership’s ability to pay its distributions to our Parent, which wouldwould, in turn, adversely affect our Parent’s ability to pay cash dividends to its stockholders.
Our Parent is required to distribute 90% of its taxable income (excluding capital gains) on an annual basis to continue to qualify as a REIT for U.S. federal income tax purposes. Our Parent intends to make, but is not contractually bound to make, regular quarterly distributions to its common stockholders from cash flow from our Operating Partnership’s operating activities. While historically our Parent has satisfied this distribution requirement by making cash distributions to its stockholders, it may choose to satisfy this requirement by making distributions of cash or other property. All such distributions are at the discretion of our Parent’s Board of Directors. Our Parent considers market factors and our Operating Partnership’s performance in addition to REIT requirements in determining distribution levels. Our Parent has distributed at least 100% of its taxable income annually since inception to minimize corporate level federal and state income taxes. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts and short-term interest-bearing securities, whichin area manner consistent with our intention to maintain our Parent’s status as a REIT.
The expectedtax treatment of distributions on our Parent’s common stock and preferred stock paid in 2025 is as follows: approximately 79% ordinary income and 21% as capital gain distribution. The tax treatment of distributions on our Parent’s common stock and preferred stock paid in 2024 iswas as follows: approximately 77% ordinary income and 23% as capital gain distribution. The tax treatment of distributions on our Parent’s common stock and preferred stock paid in 2023 was as follows: approximately 40% ordinary income and 60% as capital gain distribution. The tax treatment of distributions on our Parent’s common stock paid in 2022 was as follows: approximately 59% ordinary income, 16% as capital gain distribution, and 25% as nondividend distribution.
On September 24, 2024, we refinanced our Global Revolving Credit Facility and Yen Revolving Credit Facility. The Global Revolving Credit Facilities provide for borrowings up to $4.4$4.5 billion (including approximately $0.3 billion available to be drawn onunder the Yen Revolving Credit Facility) based on currency commitments and foreign exchange rates as of December 31, 2024.2025. The Global Revolving Credit Facility provides for borrowings in a variety of currencies and can be increased by an additional $1.8 billion, subject to receipt of lender commitments and other conditions precedent. Both facilities mature on January 24, 2029, with two six-month extension options available.
The costs we incur to develop our properties isare a key component of our liquidity requirements. The following table summarizes our cumulative investments in current development projects as well as expected future investments in these projects as of the periods presented, excluding square feet held in and costs incurred or to be incurred by unconsolidated entities.
Note: Total amounts may differ due to rounding.
The table below summarizes our capital expenditure activity for the yearyears ended December 31, 20242025 and 20232024 (in thousands):
For the year ended December 31, 2024,2025, total capital expenditures decreasedincreased approximately $0.7$0.3 billion as compared to the same period in 2023.2024. Capital expenditures on our development projects plus our enhancement and improvements projects for the year ended December 31, 20242025 were approximately $2.3$2.6 billion, which reflects aan decreaseincrease of approximately 23%12% from the same period in 2023.2024. Our development capital expenditures are generally funded by our available cash and equity and debt capital.
Our Global Revolving Credit Facilities provides for borrowings up to $4.4$4.5 billion (including approximately $0.3 billion available to be drawn onunder the Yen Revolving Credit Facility). We have the ability from time to time to increase the size of the Global Revolving Credit Facility by up to $1.8 billion, subject to the receipt of lender commitments and other conditions precedent. Both facilities mature on January 24, 2029, with two six-month extension options available. These facilities also feature a sustainability-linked pricing component, with pricing subject to adjustment based on annual performance targets, further demonstrating our continued leadership and commitment to sustainable business practices. We have used and intend to use available borrowings under the Global Revolving Credit Facilities to fund our liquidity requirements from time to time. For additional information regarding our Global Revolving Credit Facility, see Note 11.10. “Debt of the Operating Partnership” to Consolidated Financial Statements contained herein.
In addition, the 2025-27 Term Facility provides for a €375,000,000 five-year senior unsecured term loan facility, comprised of €125,000,000 of initial term loans, and €250,000,000 of delayed draw term loan commitments that were funded on September 9, 2023. Such facility provides for borrowings in Euros. The 2025-27 Term Facility matures on August 11, 2025, subject to two maturity extension options of one year each; provided that the Operating Partnership must pay a 0.125% extension fee based on the then-outstanding principal amount of the 2025-27 Term Facility commitments then outstanding. For additional information regarding the 2025-27 Term Facility and the defined terms used above, see Note 11. “Debt of the Operating Partnership” to Consolidated Financial Statements contained herein.
On July 13, 2023, we formed a joint venture with GI Partners, and GI Partners acquired a 65% interest in two stabilized hyperscale data center buildings in the Chicago metro area that we contributed. We retained a 35% interest in the joint venture. As a result of transferring control, we derecognized the data centers. In addition, GI Partners had a call option to increase their ownership interest in the joint venture from 65% to 80%. The call option top-up election notice was delivered to the Company on December 21, 2023. On January 12, 2024, GI Partners made an additional cash capital contribution, pursuant to the exercise of such call option, in the amount of $68 million, resulting in such additional 15% ownership in the joint venture. Currently, GI Partners has an 80% interest in the joint venture, and we have retained a 20% interest.
We also granted GI Partners an option to purchase an interest in the third facility on the same hyperscale data center campus in Chicago. On April 16, 2024, we expanded our existing joint venture with GI Partners with the sale to GI Partners of a 75% interest in a third facility. We received approximately $386 million of net proceeds from the contribution of our data center to the joint venture and the associated financing and retained a 25% interest in the joint venture.
On January 11, 2024, we formed a joint venture with Blackstone Inc. to develop four hyperscale data center campuses across Frankfurt, Paris and Northern Virginia. The campuses are planned to support the construction of 10 data centers with approximately 500 megawatts of potential IT load capacity. The first phase of the joint venture closed on hyperscale data center campuses in Paris and Northern Virginia, while the second phase closed in the fourth quarter of 2024. We received approximately $231 million of net proceeds from the contribution of our data centers to the first phase of the joint venture and retained a 20% interest in the joint venture. As a result of transferring control, we derecognized the data centers and recognized a loss on disposition of approximately $0.3 million. Each partner funded its pro rata share of the remaining $3.0 billion estimated development cost for the first phase of the joint venture, which is slated for completion in various stages, contingent on customer demand, which began in the first quarter of 2024. In the fourth quarter, the second phase of the joint venture closed on hyperscale data center campuses in Frankfurt and Northern Virginia. We received approximately $385 million of net proceeds from the contribution of our data centers to the second phase of the joint venture and retained a 20% interest in the joint venture. As a result of transferring control, we derecognized the data centers and recognized a gain on disposition of approximately $44.5 million.
On March 1, 2024, we formed a joint venture with Mitsubishi Corporation, or Mitsubishi, to support the development of two data centers in the Dallas metro area. The facilities were 100% pre-leased prior to construction. We contributed the two data center buildings at a contribution value of approximately $261 million. WeIn 2024, we received approximately $153 million of gross proceeds from the contribution of our data centers to the joint venture and retained a 35% interest in the joint venture. Mitsubishi contributed such cash in exchange for a 65% interest in the joint venture. EachAs partnera funded its pro rata shareresult of thetransferring remainingcontrol, $140we million estimated development cost forderecognized the firstdata phasecenters and recognized a gain on disposition of approximately $7.0 million. On January 31, 2025, Mitsubishi made an additional cash capital contribution in the project,amount of which$62 onemillion, projectresulting in an additional 15% ownership in the joint venture. As a result of such transaction, we recognized a gain of approximately $5.1 million. Currently, Mitsubishi has beenan completed80% interest in Junethe 2024joint venture, and anotherwe hashave beenretained completeda in20% October 2024.interest.
During the first half of 2025, the Company launched its Digital Realty DC Partners NA Fund (the “Fund”), successfully raising more than $3 billion of equity commitments to date. At inception, Fund commitments represented a 40% to 80% ownership interest in each individual asset, while the Company maintained the remaining 20% to 60% stake in the assets and less than a 2% direct interest in the Fund. The initial portfolio included five operating data centers plus three land sites with access to power for data center development. In May 2025, we received approximately $937 million of gross proceeds from the contribution of operating data centers and development projects to the Fund, recognized a gain on disposition of approximately $873 million, and recognized an investment in the assets of $661 million. The Company will serve as general partner, maintaining operational and management responsibilities for the assets. However, certain governance rights are granted to the limited partners. As such, we concluded we do not own a controlling interest and account for our interest in the assets under the equity method of accounting. These real estate assets were previously classified as held for sale and contribution. Additionally, as of December 31, 2025, two additional development projects were classified within Assets held for sale and contribution on our consolidated balance sheets as it is probable they will be contributed to the Fund within one year. As of December 31, 2025, real estate assets for the two development projects that qualified as held for sale had an aggregate carrying value of $336.4 million. The disposition of a portion of our interest in the remaining development projects met the criteria under ASC 360 for the assets to qualify as held for sale and contribution. However, the operations are not classified as discontinued operations as a result of our continuing interest in the assets. These development projects were not representative of a significant component of our portfolio, nor will the contribution represent a significant shift in our strategy.
In the three months ended December 31, 2025, Digital Realty contributed an additional 40% of its interest in five operating data centers to the Fund for approximately $427 million. The transaction resulted in a gain of approximately $30.2 million. After this contribution, Digital Realty owns a 20% stake in each of the assets held in the Fund. The Company will continue to serve as general partner, maintaining operational and management responsibilities for the assets. However, certain governance rights are granted to the limited partners. As such, we continue to conclude we do not own a controlling interest and account for our interest in the assets under the equity method of accounting.
On April 3, 2025, we received approximately $77 million of gross proceeds from the contribution of our data centers to our joint venture with Blackstone. As a result of transferring control, we derecognized the data centers and recognized a gain on disposition of approximately $58 million.
In 2025, we sold non-core data centers in the Atlanta, Miami, Boston and Dallas metro areas for gross proceeds of approximately $124 million and recognized a gain on disposition of approximately $33 million.
What changed in the latest 10-Q
Risk Factors
The risk factors discussed under the heading “Risk Factors” and elsewhere in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025 continue to apply to our business.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
We are investing in our portfolio, which includes consolidated and unconsolidated projects, to organically expand our capacity. As ofsee in full comparisonMarchJune31,30, 2026, we had1,1691,402 megawatts of projects underway across multiple metropolitan areas around the world, representing an approximately52%82% increase of capacity under development as compared to December 31, 2025. As ofMarchJune31,30, 2026,61%54% of the1,1691,402 megawatts of projects underway was pre-leased. As ofMarchJune31,30, 2026, we had over57 gigawatts of additional future development capacity, of which approximately58%70% came from locations with more than 100 megawatts of buildable capacity,30%20% came from locations with between 25 megawatts and 100 megawatts of buildable capacity and12%10% came from locations with less than 25 megawatts of buildable capacity. As ofMarchJune31,30, 2026, we estimate that the pre-tax stabilizedyieldcash yields on our total1,1691,402 megawatts of capacity under construction across the worldwasis approximately11.4%.11.5%.We define thePre-tax estimated stabilizedyieldcash yields are based onourtotalin-progressexpectedconstructioninvestmentasamountstheand anticipatedstabilizednet operating incomeforfromaleasescertainsignedprojectorasotheraassumptionspercentagebasedofonthemarkettotal estimated cost to complete the construction of such project.conditions. We calculate the anticipated stabilized net operating income for any given project by subtracting the project’s estimated stabilized operating expenses and depreciation and amortization from its estimated stabilized revenue, which we estimate based on leases signed and other assumptions based on market conditions. No assurance can be given that we will complete any of these projects on the terms currently contemplated, or at all, that the actual cost of any of these projects will not exceed our estimates or that the actual yield achieved by such projects will be consistent with our estimates.
Comparison of the Results of Operations for the Three and Six Months Endedsee in full comparisonMarchJune31,30, 2026 to the Three and Six Months EndedMarchJune31,30, 2025
Comparison ofsee in full comparisonThreeSix Months EndedMarchJune31,30, 2026 toThreeSix Months EndedMarchJune31,30, 2025
“On May 4, 2026, our Parent and our Operating Partnership entered into a new ATM Equity OfferingSM Sales Agreement (the “2026 Sales Agreement”), pursuant to which, Digital Realty Trust, Inc. can issue and sell common stock having an aggregate offering price of up to $7.5 billion through various named agents from time to time. The 2024 Sales Agreement was terminated in connection with entry into the 2026 Sales Agreement, and at the time of such termination, $569.9 million remained unsold under the 2024 Sales Agreement. From May 4, 2026 through June 30, 2026, Digital Realty Trust, Inc. …”see in full comparison
“During the three months ended March 31, 2026, Digital Realty Trust, Inc. generated net proceeds of approximately $875 million from the issuance of approximately 4.9 million common shares under the 2024 Sales Agreement at an average price of $178.36 per share after payment of approximately $4.3 million of commissions to the agents. Subsequent to March 31, 2026, Digital Realty Trust, Inc. …”see in full comparison
“During the first half of 2025, the Company launched the Fund, successfully raising more than $3 billion of equity commitments to date. As of March 31, 2026, the Fund owned an 80% interest in each individual asset, while the Company retained the remaining 20% ownership and less than a 2% direct interest in the Fund. The Company will continue to serve as general partner, maintaining operational and management responsibilities for the assets. However, certain governance rights are granted to the limited partners. …”see in full comparison
Full comparison: every changed paragraph (53)
The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report and our Annual Report on Form 10-K for the year ended December 31, 2025, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, each as filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”). This report contains forward-looking statements within the meaning of the federal securities laws. In particular, statements pertaining to our capital resources, expected use of borrowings under our credit facilities, expected use of proceeds from our ATM equity program, litigation matters or legal proceedings, portfolio performance, leverage policy, acquisition and capital expenditure plans, capital recycling program, returns on invested capital, supply and demand for data center capacity, capitalization rates, rents to be received in future periods and expected rental rates on new or renewed data center capacity contain forward-looking statements. Likewise, all of our statements regarding anticipated market conditions, and results of operations are forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and that we may not be able to realize. We do not guarantee that the transactions and events described will happen as described or that they will happen at all. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: reduced demand for data centers or decreases in information technology spending; decreased rental rates, increased operating costs or increased vacancy rates; increased competition or available supply of data center capacity; the suitability of our data centers and data center infrastructure, delays or disruptions in connectivity or availability of power, or failures or breaches of our physical and information security infrastructure or services; breaches of our obligations or restrictions under our contracts with our customers; our inability to successfully develop and lease new properties and development capacity, and delays or unexpected costs in development of properties; the impact of current global and local economic, credit and market conditions; increased tariffs, global supply chain or procurement disruptions, or increased supply chain costs; the impact from periods of heightened inflation on our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs; the impact on our customers’ and our suppliers’ operations during an epidemic, pandemic, or other global events; our dependence upon significant customers, bankruptcy or insolvency of a major customer or a significant number of smaller customers, or defaults on or non-renewal of leases by customers; changes in political conditions, geopolitical turmoil, political instability, civil disturbances, restrictive governmental actions or nationalization in the countries in which we operate; our inability to retain data center capacity that we lease or sublease from third parties; information security, cyberattacks, security breaches and data privacy breaches; difficulties managing an international business and acquiring or operating properties in foreign jurisdictions and unfamiliar metropolitan areas; our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent and future acquisitions; our failure to successfully integrate and operate acquired or developed properties or businesses; difficulties in identifying properties to acquire and completing acquisitions; risks related to joint venture investments, including as a result of our lack of control of such investments; risks associated with using debt to fund our business activities, including re-financing and interest rate risks, our failure to repay debt when due, adverse changes in our credit ratings or our breach of covenants or other terms contained in our loan facilities and agreements; our failure to obtain necessary debt and equity financing, and our dependence on external sources of capital; financial market fluctuations and changes in foreign currency exchange rates; adverse economic or real estate developments in our industry or the industry sectors that we sell to, including risks relating to decreasing real estate valuations and impairment charges and goodwill and other intangible asset impairment charges; our inability to manage our growth effectively; losses in excess of our insurance coverage; our inability to attract and retain talent; environmental liabilities, risks related to natural disasters and our inability to achieve our sustainability goals; the expected operating performance of anticipated near-term acquisitions and descriptions relating to these expectations; our inability to comply with rules and regulations applicable to our Company; Digital Realty Trust, Inc.’s failure to maintain its status as a REIT for U.S. federal income tax purposes; Digital Realty Trust, L.P.’s failure to qualify as a partnership for U.S. federal income tax purposes; restrictions on our ability to engage in certain business activities; changes in local, state, federal and international laws and regulations, including related to taxation, real estate and zoning laws, and increases in real property tax rates; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us; and those additional risks and factors discussed in reports filed with the SEC by us from time to time, including those discussed under the heading “Risk Factors” in our most recently filed Annual Report on Form 10-K and in other sections of this report, including under Part II, Item 1A, Risk Factors.
We completed the following significant activities during the threesix months ended MarchJune 31,30, 2026:
Note: Table excludes data centers held for sale or contribution. Total amounts may differ due to rounding.
Due to the capital-intensive and long-term nature of the operations we support, our lease terms with customers are generally longer than standard commercial leases. As of MarchJune 31,30, 2026, our average remaining lease term was approximately four years.
Our ability to re-lease expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations. The subsequent table summarizes our leasing activity (DLR’s share) in the threesix months ended MarchJune 31,30, 2026 (net rentable square feet (“NRSF”) in thousands):
A roll forward showing changes in the stabilized and non-stabilized portfolios for the threesix months ended MarchJune 31,30, 2026 as compared to December 31, 2025 is shown below:
Comparison of the Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 to the Three and Six Months Ended MarchJune 31,30, 2025
Total operating revenues increased by approximately $227.5$430.9 million and $658.4 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025.
Stabilized rental and other services revenue increased by approximately $113.3$95.8 million and $209.1 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025 primarily due to: increases in new leasing and renewals and higher utilities reimbursements across all regions along with the strengthening of foreign exchange rates, primarily the Euro, British pound sterling and Singapore dollar.
Non-stabilized rental and other services revenue increased by approximately $100.1$121.4 million and $221.5 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025 primarily due to:
Fee income and other increased by approximately $213.6 million and $227.8 million in the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025 primarily due to $201 million of promote income related to achievement of certain performance hurdles associated with the June 2026 Acquisition.
Total stabilized utilities expenses increased by approximately $34.7$23.3 million and $58.0 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025. The increase was primarily due to higher power pricing at certain properties in the stabilized portfolio, mainly in EMEA and APAC, offset by rebates received mainly in EMEA.
Total non-stabilized utilities expenses increased by approximately $24.3$33.9 million and $58.2 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025,2025 primarily due to:
Total stabilized rental property operating and maintenance expenses (excluding utilities) increased by approximately $21.9$12.1 million and $34.0 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025,2025 primarily due to increases in building operations expense, common area maintenance expense and data center labor.
Total non-stabilized rental property operating and maintenance expenses (excluding utilities) increased by approximately $5.6$11.6 million and $17.2 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025,2025 primarily due to increases in data center labor expense throughout the portfolio.
Total stabilized property taxes and insurance increased by approximately $4.7$5.4 million and $10.1 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025, primarily due to timing of property tax assessments throughout our North American portfolio.portfolio, primarily in Northern Virginia.
General and administrative expenses increased $31.2$21.7 million and $52.9 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025 due to higher head count along with increased information technology costs.
Transactions and integration expenses increased $16.2 million and decreased $24.2$8.1 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 20252025. The increase was due to increased expenses for software development initiatives and higher transaction expenses, including an increase in German real estate transfer tax accrual along with expenses associated with various projects. The decrease was driven primarily by German real estate transfer taxes paid in 2025 related to the Interxion combination.
The change in Equity in earnings (loss) of unconsolidated entities was approximately $5.8$12.1 million and $17.9 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025. The foreign exchange remeasurement of debt associated with our unconsolidated Ascenty entity creates volatility in our equity in earnings and drove this fluctuation.fluctuation, as well as higher income in two of our unconsolidated joint ventures in the Americas region.
Other income, net increased $12.6$100.2 million and $112.8 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025, driven primarily by insurance proceeds received in 2026 for business interruption lost revenue, coupled with insurance proceeds for property damage at a data center in Singapore.
Interest expense increased $17.9$4.6 million and $22.5 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025,2025 driven primarily by higher unsecured senior notes interest expense tied to i) Euro Notes issued in June 2025 — €850 million aggregate principal amount of 3.875% Guaranteed Notes due 2034 and ii) Euro Notes issued in November 2025 — €600 million aggregate principal amount of 3.750% Guaranteed Notes due 2033 and €800 million aggregate principal amount of 4.250% Guaranteed Notes due 2037. This was offset by higher capitalized interest due to increased construction activity. In addition, we had lower interest expense associated with our credit facilities due to lower average balances in 2026 as compared to 2025.
In March,March 2026, we voluntarily paid down Teraco debt of $53 million. The paydown resulted in a loss on debt extinguishment and modifications of approximately $4.1 million. We incurred no losses on debt extinguishment and debt modifications in the three months ended June 30, 2026.
We incurred no losses on debt extinguishment and debt modifications in the three and six months ended MarchJune 31,30, 2025.
Income tax expense decreasedincreased $1.1$20.8 million and $19.7 million in the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 20252025. The increase was due to jurisdictional rate mix within the global group.group, mainly attributable to tax expense associated with the insurance settlement proceeds related to one of our facilities in Singapore. We carried out an analysis for the purposes of the Model GloBE Rules for Pillar Two and no material top-up tax is expected.
As of MarchJune 31,30, 2026, we are under examination for the taxable year ended December 31, 2021 within the United States.States, except that the examination of our Parent for such taxable year was closed with a no change determination on April 21, 2026. Additionally, we are under examination for various taxable years ended 2017 and onward within various foreign jurisdictions.
Our Parent and our Operating Partnership arewere parties to an ATM Equity OfferingSM Sales Agreement dated December 23, 2024 (the “2024 Sales Agreement”). Pursuant to the 2024 Sales Agreement, Digital Realty Trust, Inc. cancould issue and sell common stock having an aggregate offering price of up to $3.0 billion through various named agents from time to time. From April 1, 2026 through May 3, 2026, Digital Realty Trust, Inc. generated net proceeds of approximately $435.2 million from the issuance of approximately 2.4 million common shares under the 2024 Sales Agreement at an average price of $181.21 per share after payment of approximately $2.2 million of commissions to the agents.
On May 4, 2026, our Parent and our Operating Partnership entered into a new ATM Equity OfferingSM Sales Agreement (the “2026 Sales Agreement”), pursuant to which, Digital Realty Trust, Inc. can issue and sell common stock having an aggregate offering price of up to $7.5 billion through various named agents from time to time. The 2024 Sales Agreement was terminated in connection with entry into the 2026 Sales Agreement, and at the time of such termination, $569.9 million remained unsold under the 2024 Sales Agreement. From May 4, 2026 through June 30, 2026, Digital Realty Trust, Inc. generated net proceeds of approximately $1.2 billion from the issuance of approximately 6.2 million common shares under the 2026 Sales Agreement at an average price of $191.63 per share after payment of approximately $6.2 million of commissions to the agents. As of June 30, 2026, $6.3 billion remains available for future sales under the 2026 Sales Agreement.
During the three months ended March 31, 2026, Digital Realty Trust, Inc. generated net proceeds of approximately $875 million from the issuance of approximately 4.9 million common shares under the 2024 Sales Agreement at an average price of $178.36 per share after payment of approximately $4.3 million of commissions to the agents. Subsequent to March 31, 2026, Digital Realty Trust, Inc. generated net proceeds of approximately $435 million from the issuance of approximately 2.4 million common shares under the 2024 Sales Agreement at an average price of $181.21 per share after payment of approximately $2.2 million of commissions to the agents. As of April 29, 2026, approximately $570 million remains available for future sales under the 2024 Sales Agreement.
For additional information regarding dividends declared and paid by our Parent on its common and preferred stock for the threesix months ended MarchJune 31,30, 2026, see Note 10. “Equity and Capital” to our condensed consolidated financial statements contained herein.
As of MarchJune 31,30, 2026, we had $2,426.6$1,864.8 million of cash and cash equivalents, excluding $10.8$1.8 million of restricted cash. Restricted cash primarily consists of contractual capital expenditures plus other deposits and is included in Other assets on our Condensed Consolidated Balance Sheets. As circumstances warrant, our Operating Partnership may dispose of stabilized assets or enter into joint venture arrangements with institutional investors or strategic partners, on an opportunistic basis dependent upon market conditions. Our Operating Partnership may use the proceeds from such dispositions to acquire additional properties, to fund development opportunities and for general working capital purposes, including the repayment of indebtedness. Our liquidity requirements primarily consist of:
The Global Revolving Credit Facilities provide for borrowings up to $4.5 billion (including approximately $0.3 billion available to be drawn on the Yen Revolving Credit Facility) based on currency commitments and foreign exchange rates as of MarchJune 31,30, 2026. The Global Revolving Credit Facility provides for borrowings in a variety of currencies and can be increased by an additional $1.8 billion, subject to receipt of lender commitments and other conditions precedent. Both facilities mature on January 24, 2029, with two six-month extension options available.
Our properties require periodic investments of capital for customer-related capital expenditures and for general capital improvements. Depending upon customer demand, we expect to incur significant improvement costs to build out and develop additional capacity. At MarchJune 31,30, 2026, we had open commitments, related to construction contracts of approximately $3.2$4.1 billion, including amounts reimbursable of approximately $92.8$320.1 million.
We are investing in our portfolio, which includes consolidated and unconsolidated projects, to organically expand our capacity. As of MarchJune 31,30, 2026, we had 1,1691,402 megawatts of projects underway across multiple metropolitan areas around the world, representing an approximately 52%82% increase of capacity under development as compared to December 31, 2025. As of MarchJune 31,30, 2026, 61%54% of the 1,1691,402 megawatts of projects underway was pre-leased. As of MarchJune 31,30, 2026, we had over 57 gigawatts of additional future development capacity, of which approximately 58%70% came from locations with more than 100 megawatts of buildable capacity, 30%20% came from locations with between 25 megawatts and 100 megawatts of buildable capacity and 12%10% came from locations with less than 25 megawatts of buildable capacity. As of MarchJune 31,30, 2026, we estimate that the pre-tax stabilized yieldcash yields on our total 1,1691,402 megawatts of capacity under construction across the world wasis approximately 11.4%.11.5%. We define thePre-tax estimated stabilized yieldcash yields are based on ourtotal in-progressexpected constructioninvestment asamounts theand anticipated stabilized net operating income forfrom aleases certainsigned projector asother aassumptions percentagebased ofon themarket total estimated cost to complete the construction of such project.conditions. We calculate the anticipated stabilized net operating income for any given project by subtracting the project’s estimated stabilized operating expenses and depreciation and amortization from its estimated stabilized revenue, which we estimate based on leases signed and other assumptions based on market conditions. No assurance can be given that we will complete any of these projects on the terms currently contemplated, or at all, that the actual cost of any of these projects will not exceed our estimates or that the actual yield achieved by such projects will be consistent with our estimates.
The table below summarizes our capital expenditure activity for the threesix months ended MarchJune 31,30, 2026 and 2025 (in thousands):
Indirect costs, including interest, capitalized in the threesix months ended MarchJune 31,30, 2026 and 2025 were $74.7$157.1 million and $59.8$126.6 million, respectively. Capitalized interest comprised approximately $35.6$72.7 million and $30.1$59.5 million of the total indirect costs capitalized for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Capitalized interest in the threesix months ended MarchJune 31,30, 2026 increased, compared to the same period in 2025, due to an increase in qualifying activities and higher interest rates.
Excluding capitalized interest, indirect costs in the threesix months ended MarchJune 31,30, 2026 increased compared to the same period in 2025 due primarily to capitalized amounts relating to compensation expense of employees directly engaged in construction activities. See “Future Uses of Cash” for a discussion of the amount of capital expenditures we expect to incur during the year ending December 31, 2026.
We expect to meet our short-term and long-term liquidity requirements, including payment of scheduled debt maturities and funding of acquisitions and non-recurring capital improvements, with net cash from operations, future long-term secured and unsecured indebtedness and the issuance of equity and debt securities and the proceeds of equity issuances by our Parent. We also may fund future short-term and long-term liquidity requirements, including acquisitions and non-recurring capital improvements, using our Global Revolving Credit Facilities pending permanent financing. As of AprilJuly 29, 2026, we had approximately $3.7$3.6 billion of borrowings available under our Global Revolving Credit Facilities.
During the first half of 2025, the Company launched the Fund, successfully raising more than $3 billion of equity commitments to date. As of March 31, 2026, the Fund owned an 80% interest in each individual asset, while the Company retained the remaining 20% ownership and less than a 2% direct interest in the Fund. The Company will continue to serve as general partner, maintaining operational and management responsibilities for the assets. However, certain governance rights are granted to the limited partners. As such, we continue to conclude we do not own a controlling interest and account for our interest in the assets under the equity method of accounting.
During the quarter, we sold a non-core data centerasset in the BostonAtlanta metro area for gross proceeds of approximately $6.4$25 million and recognized a lossgain on disposition of approximately $0.3$2.0 million. In May, we contributed two development projects to the Fund, with an aggregate carrying value of approximately $439 million, for gross proceeds of $447 million and recognized a gain on disposition of approximately $8 million.
Distributions
All distributions on our units are at the discretion of our Parent’s Board of Directors. For additional information regarding distributions paid on our common and preferred units for the three and six months ended MarchJune 31,30, 2026, see Note 10. “Equity and Capital” to our condensed consolidated financial statements contained herein.
The table below summarizes our outstanding debt as of MarchJune 31,30, 2026 (in millions):
Our ratio of debt to total enterprise value was approximately 21.7%21.4% (based on the closing price of Digital Realty Trust, Inc.’s common stock on MarchJune 31,30, 2026 of $180.21$179.58). For this purpose, our total enterprise value is defined as the sum of the market value of Digital Realty Trust, Inc.’s outstanding common stock (which may decrease, thereby increasing our debt to total enterprise value ratio), plus the liquidation value of Digital Realty Trust, Inc.’s preferred stock, plus the aggregate value of Digital Realty Trust, L.P. units not held by Digital Realty Trust, Inc. (with the per unit value equal to the market value of one share of Digital Realty Trust, Inc.’s common stock and excluding long-term incentive units, Class C units and Class D units), plus the book value of our total consolidated indebtedness.
The variable rate debt shown above bears interest based on various one-month EURIBOR, TIBOR, SARON and JIBAR rates and 91-day CD rate, depending on the respective agreement governing the debt, including our Global Revolving Credit Facilities and unsecured term loans. As of MarchJune 31,30, 2026, our debt had a weighted average term to initial maturity of approximately 4.74.4 years (or approximately 4.84.5 years assuming exercise of extension options).
As of MarchJune 31,30, 2026, our pro-rata share of secured debt of unconsolidated entities was approximately $2.0 billion.
The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated per the terms of our senior notes. These calculations, which are not based on U.S. GAAP, are presented to show our ability to incur additional debt under the terms of our senior notes as well as to disclose our current compliance with such covenants and are not measures of our liquidity or performance. The actual amounts as of MarchJune 31,30, 2026, are:
Comparison of ThreeSix Months Ended MarchJune 31,30, 2026 to ThreeSix Months Ended MarchJune 31,30, 2025
Cash provided by operating activities in 2026 increased $134.7primarily milliondue over 2025. The increase was driven byto:
The changes in the activities that comprise the increase in net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025 consisted of the following amounts (in thousands).
The changes in the activities that comprise the increase in net cash provided byfrom financing activities for the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025 consisted of the following amounts (in thousands).
The increase in net cash provided byfrom financing activities was primarily due to:
Noncontrolling interests relate to the common units in Digital Realty Trust, L.P. that are not owned by Digital Realty Trust, Inc., which, as of MarchJune 31,30, 2026, amounted to 1.8% of Digital Realty Trust, L.P. common units. Historically, Digital Realty Trust, L.P. has issued common units to third party sellers in connection with our acquisition of real estate interests from such third parties.
Limited partners have the right to require Digital Realty Trust, L.P. to redeem part or all of their common units for cash based on the fair market value of an equivalent number of shares of Digital Realty Trust, Inc. common stock at the time of redemption. Alternatively, Digital Realty Trust, Inc. may elect to acquire those common units in exchange for shares of its common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. As of MarchJune 31,30, 2026, common units and incentive units of Digital Realty Trust, L.P. are classified within equity, except for certain common units of approximately 0.2 million issued to certain former DuPont Fabros Technology, L.P. unitholders in the Company’s acquisition of DuPont Fabros Technology, Inc., which are subject to certain restrictions and, accordingly, are not presented as permanent equity in the condensed consolidated balance sheet.
DLR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 200 shares, about $38.8K). Net open-market shares: -200 (purchases minus sales); net value about -$38.8K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Kornegay Christine Beseda |
Shares withheld for tax | 54 | $176.49 | $9.5K |
| 2026-08-27 | Patterson Mark R |
Open-market sale | 200 | $193.96 | $38.8K |
| 2026-07-01 | Kornegay Christine Beseda |
Shares withheld for tax | 53 | $176.32 | $9.3K |
| 2026-05-29 | Mandeville Jean F H P |
Grant/award | 1,289 | — | — |
| 2026-05-28 | Mandeville Jean F H P |
Shares withheld for tax | 284 | $191.43 | $54.4K |
Well-known investors holding DLR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Davis Selected Advisers (Chris Davis) | 2026-06-30 | 73,280 | $13.2M | 0.06% | Reduced 7% |