8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2023

DIGITAL REALTY TRUST, INC.

DIGITAL REALTY TRUST, L.P.

(Exact name of registrant as specified in its charter)

Maryland	001-32336	26-0081711
Maryland	000-54023	20-2402955
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5707 Southwest Parkway, Building 1, Suite 275 Austin, Texas	78735
(Address of principal executive offices)	(Zip Code)

(737) 281-0101

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	DLR	New York Stock Exchange
Series J Cumulative Redeemable Preferred Stock	DLR Pr J	New York Stock Exchange
Series K Cumulative Redeemable Preferred Stock	DLR Pr K	New York Stock Exchange
Series L Cumulative Redeemable Preferred Stock	DLR Pr L	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Digital Realty Trust, Inc.:	Emerging growth company	☐
Digital Realty Trust, L.P.:	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Digital Realty Trust, Inc.:  ☐

Digital Realty Trust, L.P.:  ☐

Item 8.01. Other Events.

On March 16, 2023, Digital Realty Trust, Inc. (the “Company”) and Digital Realty Trust, L.P. (the “Operating Partnership”) filed with the U.S. Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3ASR (Registration Nos. 333-270596 and 333-270596-01) (the “New Registration Statement”) to replace their existing automatic shelf registration statement on Form S-3ASR (Nos. 333-237232 and 333-237232-01) filed with the SEC on March 17, 2020 (the “Prior Registration Statement”), which was scheduled to expire on March 17, 2023 pursuant to Rule 415(a)(5) under the Securities Act of 1933, as amended. The Prior Registration Statement was deemed terminated upon the effectiveness of the New Registration Statement on March 16, 2023.

In connection with the filing of the New Registration Statement, (i) the Company and the Operating Partnership entered into an amendment (the “Amendment”) of their existing ATM Equity Sales Agreement, under which no sales have been made as of the date hereof, (as amended, the “Sales Agreement”) with BofA Securities, Inc., BMO Capital Markets Corp., Barclays Capital Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., ING Financial Markets LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, as sales agent, forward seller and/or principal (in any such capacity, each, an “Agent,” and collectively, the “Agents”) and Bank of America, N.A., Bank of Montreal, Barclays Bank PLC, Citigroup Global Markets Inc. (in its capacity as an agent and affiliate of Citibank, N.A.), Credit Suisse Capital LLC, Deutsche Bank AG, London Branch, Jefferies LLC, JPMorgan Chase Bank, National Association, New York Branch, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, The Bank of Nova Scotia, The Toronto-Dominion Bank, Royal Bank of Canada, Truist Bank and Wells Fargo Bank, National Association (in such capacity, each, a “Forward Purchaser,” and collectively, the “Forward Purchasers”) to refer to the New Registration Statement and (ii) the Company filed with the SEC a prospectus supplement, dated March 16, 2023, to the New Registration Statement. Pursuant to the Sales Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $1,500,000,000. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

An opinion of Venable LLP with respect to the validity of shares of the Company’s common stock that may be offered and sold pursuant to the prospectus supplement and the accompanying prospectus is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
1.1	Amendment No. 1 to ATM Equity Sales Agreement, dated as of April 1, 2022, among Digital Realty Trust, Inc. and Digital Realty Trust, L.P. and BofA Securities, Inc., BMO Capital Markets Corp., Barclays Capital Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., ING Financial Markets LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, as agents, and Bank of America, N.A., Bank of Montreal, Barclays Bank PLC, Citigroup Global Markets Inc. (in its capacity as an agent and affiliate of Citibank, N.A.), Credit Suisse Capital LLC, Deutsche Bank AG, London Branch, Jefferies LLC, JPMorgan Chase Bank, National Association, New York Branch, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers.
5.1	Opinion of Venable LLP.
23.1	Consent of Venable LLP (included in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: March 16, 2023

	Digital Realty Trust, Inc.
By:	/s/ JEANNIE LEE
	Jeannie Lee
	Executive Vice President, General Counsel and Secretary

	Digital Realty Trust, L.P.
By:	Digital Realty Trust, Inc.
	Its general partner

By:	/s/ JEANNIE LEE
	Jeannie Lee
	Executive Vice President, General Counsel and Secretary

EX-1.1

Exhibit 1.1

DIGITAL REALTY TRUST, INC.

Amendment No. 1 to ATM Equity Offering^SM Sales Agreement

March 16, 2023

BofA Securities, Inc. One Bryant Park New York, New York 10036	Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020
BMO Capital Markets Corp. 151 West 42nd Street, 32nd Floor New York, New York 10036	Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036
Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019	MUFG Securities Americas Inc. 1221 Avenue of the Americas New York, New York 10020
BTIG, LLC 600 Montgomery Street San Francisco, California 94111	Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716
Capital One Securities, Inc. 201 St. Charles Avenue, Suite 1830 New Orleans, Louisiana 70170	RBC Capital Markets, LLC 200 Vesey Street 3 World Financial Center New York, New York 10281
Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013	Scotia Capital (USA) Inc. 250 Vesey Street New York, New York 10281
Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010	TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017
Deutsche Bank Securities Inc. One Columbus Circle New York, New York 10019	Truist Securities, Inc. 3333 Peachtree Road Atlanta, Georgia 30326
ING Financial Markets LLC 1133 Avenue of the Americas New York, New York 10036	Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001
Jefferies LLC 520 Madison Avenue New York, New York 10022
J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179
KeyBanc Capital Markets Inc. 127 Public Square, 4th Floor Cleveland, Ohio 44114

As Agents and Forward Sellers

Bank of America, N.A. One Bryant Park New York, New York 10036	Mizuho Markets Americas LLC 1271 Avenue of the Americas New York, New York 10020
Barclays Bank PLC c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019	Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036
Bank of Montreal 55 Bloor Street West, 18th Floor Toronto, Ontario M4W 1A5 Canada	MUFG Securities EMEA plc c/o MUFG Securities Americas Inc. 1221 Avenue of the Americas New York, New York 10020
Citibank, N.A. c/o Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013	Royal Bank of Canada c/o RBC Capital Markets, LLC 200 Vesey Street 3 World Financial Center New York, New York 10281
Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010	The Bank of Nova Scotia c/o Scotia Capital (USA) Inc. 250 Vesey Street New York, New York 10281
Deutsche Bank AG, London Branch c/o Deutsche Bank Securities Inc. One Columbus Circle New York, New York 10019	The Toronto-Dominion Bank c/o TD Securities (USA) LLC, as Agent 1 Vanderbilt Avenue New York, NY 10017
Jefferies LLC 520 Madison Avanue New York, NY 10022	Truist Bank 3333 Peachtree Road NE, 11th Floor Atlanta, Georgia 30326
JPMorgan Chase Bank, National Association, New York Branch 383 Madison Avenue New York, New York 10179	Wells Fargo Bank, National Association c/o Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001
KeyBanc Capital Markets Inc. 127 Public Square, 4th Floor Cleveland, Ohio 44114

As Forward Purchasers

Ladies and Gentlemen:

Reference is made to the ATM Equity Offering^SM Sales Agreement dated April 1, 2022 (the “Agreement”) by and among Digital Realty Trust, Inc., a Maryland corporation (the “Company”), Digital Realty Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), and (i) BofA Securities, Inc., BMO Capital Markets Corp., Barclays Capital Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., ING Financial Markets LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, as sales agent, forward seller and/or principal (in any such capacity, each, an “Agent,” and collectively, the “Agents”) and (ii) Bank of America, N.A., Bank of Montreal, Barclays Bank PLC, Citigroup Global Markets Inc. (in its capacity as an agent and affiliate of Citibank, N.A.), Credit Suisse Capital LLC, Deutsche Bank AG, London Branch, Jefferies LLC, JPMorgan Chase Bank, National Association, New York Branch, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, The Bank of Nova Scotia, The Toronto-Dominion Bank, Royal Bank of Canada, Truist Bank and Wells Fargo Bank, National Association (in such capacity,

each, a “Forward Purchaser,” and collectively, the “Forward Purchasers”), pursuant to which the Company may (A) issue, offer and sell Shares from time to time to or through any Agent, acting as sales agent on behalf of the Company and/or acting as principal, and (B) instruct any Agent, acting as forward seller, to offer and sell Shares borrowed by the applicable Forward Purchaser, in each case, on the terms and subject to the conditions set forth in the Agreement, any Confirmation and any Terms Agreement, as applicable.

The parties wish to amend the Agreement through this Amendment No. 1 to ATM Equity Offering^SM Sales Agreement (this “Amendment”) to modify the definition of certain defined terms set forth in the Agreement and used therein and to make certain other changes to the Agreement with effect on and after the date hereof (the “Effective Date”).

1. Definitions. Unless otherwise specified herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

2. Representation and Warranty. Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Agent and Forward Purchaser that this Amendment has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company and the Operating Partnership.

3. Amendment of the Agreement. The parties agree, from and after the Effective Date, that:

(a) On and after the Effective Date, the references to “Registration Statement” shall refer to the “automatic shelf registration statement” on Form S-3 (File No. 333-270596) filed by the Company with the Commission on March 16, 2023, that became effective upon such filing in accordance with Rule 462(e) of the 1933 Act Regulations, including the exhibits and any schedules thereto, the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the 1933 Act Regulations.

(b) On and after the Effective Date, the references to: (i) “Base Prospectus” shall refer to the base prospectus dated March 16, 2023 filed as part of the Registration Statement, in the form first furnished by the Company to the Agents for use in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the Applicable Time; (ii) “Prospectus Supplement” shall refer to the most recent prospectus supplement relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in the form first furnished by the Company to the Agents for use in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the Applicable Time; and (iii) “Prospectus” shall refer to the Base Prospectus and the Prospectus Supplement.

(c) The last sentence of Section 1(ii) is hereby amended and restated in its entirety to read as follows:

“There is no franchise, contract or other document of a character required to be described or incorporated by reference in the General Disclosure Package, the Registration Statement or the Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements included or incorporated by reference (A) in the General Disclosure Package and the Prospectus under the heading “Plan of Distribution,” and (B) in the Base Prospectus under the headings “Description of Common Stock,” “Description of Preferred Stock,” “Description of Depositary Shares,” “Description of Warrants,” “Description of Debt Securities and Related Guarantees,” “Restrictions on Ownership and Transfer,” “Description of the Partnership Agreement of Digital Realty Trust, L.P.,” “Material Provisions of Maryland Law and of the Charter and Bylaws of Digital Realty Trust, Inc.,” “United States Federal Income Tax Considerations,” and “Plan of Distribution,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.”

(d) References to Agreement. All references to the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of Shares prior to the Effective Date or on the terms of the Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of “Registration Statement,” “Base Prospectus,” “Prospectus Supplement” and “Prospectus,” contained in the Agreement.

4. Applicable Law. This Amendment and any claim, controversy or dispute arising under or related to this Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its choice of law provisions.

5. Entire Agreement. This Amendment and the Agreement as further amended hereby contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. Except as set forth in this Amendment or as further amended hereby, all of the terms of the Agreement shall remain in full force and effect and are hereby confirmed in all respects.

6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows]

If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership, the Agents and the Forward Purchasers, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Operating Partnership, the Agents and the Forward Purchasers.

Very truly yours,
DIGITAL REALTY TRUST, INC.
By:	/s/ Matthew R. Mercier
	Name: Matthew R. Mercier
	Title: Chief Financial Officer
DIGITAL REALTY TRUST, L.P.
By:	Digital Realty Trust, Inc., its General Partner
	By:	/s/ Matthew R. Mercier
		Name: Matthew R. Mercier
		Title: Chief Financial Officer

Accepted as of the date hereof:

BOFA SECURITIES, INC.
By:	/s/ Chris Djoganopoulos
	Name: Chris Djoganopoulos
	Title: Managing Director
BMO CAPITAL MARKETS CORP.
By:	/s/ Matthew Coley
	Name: Matthew Coley
	Title: Associate Director, Payment & Securities Operations
BARCLAYS CAPITAL INC.
By:	/s/ Warren Fixmer
	Name: Warren Fixmer
	Title: Managing Director
BTIG, LLC
By:	/s/ Stephen Ortiz
	Name: Stephen Ortiz
	Title: Managing Director
CAPITAL ONE SECURITIES, INC.
By:	/s/ Gregory T. Horstmen
	Name: Gregory T. Horstmen
	Title: Managing Director
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Kase Lawal
	Name: Kase Lawal
	Title: Director
CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ William Raincsuk, Jr.
	Name: William Raincsuk, Jr.
	Title: Managing Director
DEUTSCHE BANK SECURITIES INC.
By:	/s/ Daniel Byun
	Name: Daniel Byun
	Title: Director
By:	/s/ Kristen Pugno
	Name: Kristen Pugno
	Title: Director

ING FINANCIAL MARKETS LLC
By:	/s/ Tim Casady
	Name: Tim Casady
	Title: Director
By:	/s/ Kevin Riordan
	Name: Kevin Riordan
	Title: Director
JEFFERIES LLC
By:	/s/ Tim Roepke
	Name: Tim Roepke
	Title: Managing Director
J.P. MORGAN SECURITIES LLC
By:	/s/ Brett Chalmers
	Name: Brett Chalmers
	Title: Executive Director
KEYBANC CAPITAL MARKETS INC.
By:	/s/ Mark Barath
	Name: Mark Barath
	Title: Director, Equity Capital Markets
MIZUHO SECURITIES USA LLC
By:	/s/ Ivana Rupcic-Hulin
	Name: Ivana Rupcic-Hulin
	Title: Managing Director
MORGAN STANLEY & CO. LLC
By:	/s/ Namrta Bhurjee
	Name: Namrta Bhurjee
	Title: Vice President
MUFG SECURITIES AMERICAS INC.
By:	/s/ Dev Gandhi
	Name: Dev Gandhi
	Title: Managing Director
RAYMOND JAMES & ASSOCIATES, INC.
By:	/s/ Brad Butcher
	Name: Brad Butcher
	Title: Co-Head of Real Estate Investment Banking
RBC CAPITAL MARKETS, LLC
By:	/s/ Chip Wadsworth
	Name: Chip Wadsworth
	Title: Managing Director

SCOTIA CAPITAL (USA) INC.
By:	/s/ John Cronin
	Name: John Cronin
	Title: Managing Director
TRUIST SECURITIES, INC.
By:	/s/ Geoffrey Fennel
	Name: Geoffrey Fennel
	Title: Director
TD SECURITIES (USA) LLC
By:	/s/ Brad Limpert
	Name: Brad Limpert
	Title: Managing Director
WELLS FARGO SECURITIES, LLC
By:	/s/ Elizabeth Alvarez
	Name: Elizabeth Alvarez
	Title: Managing Director

Accepted as of the date hereof:
BANK OF AMERICA, N.A.
By:	/s/ Rohan Handa
	Name: Rohan Handa
	Title: Managing Director
BANK OF MONTREAL
By:	/s/ Pashmin Sethi
	Name: Pashmin Sethi
	Title: Manager
BARCLAYS BANK PLC
By:	/s/ Warren Fixmer
	Name: Warren Fixmer
	Title: Managing Director
CITIBANK, N.A.
By:	/s/ James Heathcote
	Name: James Healthcote
	Title: Authorized Signatory
CREDIT SUISSE CAPITAL LLC
By:	/s/ William L. Raincsuk, Jr.
	Name: William L. Raincsuk, Jr.
	Title: Managing Director
DEUTSCHE BANK AG, LONDON BRANCH
By:	/s/ Joachim Sciard
	Name: Joachim Sciard
	Title: Managing Director
By:	/s/ Daniel Byun
	Name: Daniel Byun
	Title: Director
JEFFERIES LLC
By:	/s/ Tim Roepke
	Name: Tim Roepke
	Title: Managing Director

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, NEW YORK BRANCH
By:	/s/ Brett Chalmers
	Name:	Brett Chalmers
	Title:	Executive Director
KEYBANC CAPITAL MARKETS INC.
By:	/s/ Mark Barath
	Name:	Mark Barath
	Title:	Director, Equity Capital Markets
MIZUHO MARKETS AMERICAS LLC
By:	/s/ Adam Hopkins
	Name:	Adam Hopkins
	Title:	Managing Director
MORGAN STANLEY & CO. LLC
By:	/s/ Namrta Bhurjee
	Name:	Namrta Bhurjee
	Title:	Vice President
MUFG SECURITIES EMEA PLC
By:	/s/ Catherine Lucas
	Name:	Catherine Lucas
	Title:	Authorised Signatory
THE BANK OF NOVA SCOTIA
By:	/s/ Michael Curran
	Name:	Michael Curran
	Title:	Managing Director
THE TORONTO-DOMINION BANK
By:	/s/ Vanessa Simonetti
	Name:	Vanessa Simonetti
	Title:	Managing Director
ROYAL BANK OF CANADA
By:	/s/ Brian Ward
	Name:	Brian Ward
	Title:	Managing Director
TRUIST BANK
By:	/s/ Michael Collins
	Name:	Michael Collins
	Title:	Managing Director

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Elizabeth Alvarez
	Name: Elizabeth Alvarez
	Title: Managing Director

EX-5.1

Exhibit 5.1

March 16, 2023

Digital Realty Trust, Inc.

5707 Southwest Parkway, Building 1, Suite 275

Austin, Texas 78735

Re:   Registration Statement on Form S-3 (Registration Nos. 333-270596 and 333-270596-01)

Ladies and Gentlemen:

We have served as Maryland counsel to Digital Realty Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance from time to time of shares (the “Shares”) of common stock, $.01 par value per share (the “Common Stock”), of the Company having an aggregate offering price of up to $1,500,000,000 (the “Offering”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company and Digital Realty Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued pursuant to an ATM Equity Offering^SM Sales Agreement, dated April 1, 2022, as amended by that certain Amendment No. 1 to ATM Equity Offering^SM Sales Agreement, dated March 16, 2023 (as amended, the “Sales Agreement”), by and among the Company, the Operating Partnership, each of the entities named therein as a sales agent, forward seller and/or principal and each of the entities named therein as a forward purchaser.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement;

2. The Prospectus, dated March 16, 2023, as supplemented by a Prospectus Supplement, dated March 16, 2023, filed with the Commission pursuant to Rule 424(b)(2) of the General Rules and Regulations promulgated under the 1933 Act;

3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4. The Eighth Amended and Restated Bylaws of the Company (the “Bylaws”), certified as of the date hereof by an officer of the Company;

Digital Realty Trust, Inc.

March 16, 2023

Page 2

5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

6. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company (the “Board”) relating to, among other matters, (a) the authorization of the sale and issuance of the Shares and (b) the delegation to certain officers of the Company (the “Authorized Officers”) of the power to determine, subject to certain parameters, the number of Shares and the offering price of each Share to be sold from time to time pursuant to the Sales Agreement and any related Terms Agreement or Confirmation (each as defined in the Sales Agreement), certified as of the date hereof by an officer of the Company;

7. The Sales Agreement;

8. A certificate executed by an officer of the Company, dated as of the date hereof; and

9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

Digital Realty Trust, Inc.

March 16, 2023

Page 3

5. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership set forth in Article VI of the Charter.

6. Upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

7. The number of Shares, and the offering price of each Share, to be issued by the Company from time to time pursuant to the Sales Agreement and any related Terms Agreement or Confirmation will be authorized and approved by the Board or the Authorized Officers in accordance with the Maryland General Corporation Law, the Charter, the Bylaws and the Resolutions (with such approvals referred to hereinafter as the “Corporate Proceedings”) prior to the issuance thereof.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when and to the extent issued against payment therefor in accordance with the Sales Agreement and any related Terms Agreement or Confirmation, the Resolutions and the Corporate Proceedings, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or the laws of any other state. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

Digital Realty Trust, Inc.

March 16, 2023

Page 4

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Offering (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

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Cover Page	Mar. 16, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 16, 2023
Entity File Number	001-32336
Entity Registrant Name	DIGITAL REALTY TRUST, INC.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	26-0081711
Entity Address, Address Line One	5707 Southwest Parkway, Building 1, Suite 275
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78735
City Area Code	737
Local Phone Number	281-0101
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001297996
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	DLR
Security Exchange Name	NYSE
Series J Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Series J Cumulative Redeemable Preferred Stock
Trading Symbol	DLR Pr J
Security Exchange Name	NYSE
Series K Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Series K Cumulative Redeemable Preferred Stock
Trading Symbol	DLR Pr K
Security Exchange Name	NYSE
Series L Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Series L Cumulative Redeemable Preferred Stock
Trading Symbol	DLR Pr L
Security Exchange Name	NYSE
Digital Realty Trust L.P.
Entity Information [Line Items]
Entity File Number	000-54023
Entity Registrant Name	DIGITAL REALTY TRUST, L.P.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	20-2402955
Entity Emerging Growth Company	false