Digital Realty Trust, Inc. and Digital Realty Trust, L.P. are parties to an at-the-market (ATM) equity offering sales agreement dated April 1, 2022 (the “Sales Agreement”). Pursuant to the Sales Agreement, Digital Realty Trust, Inc. can issue and sell common stock having an aggregate offering price of up to $1.5 billion through various named agents from time to time. For the year ended December 31, 2022, we had no sales under the Sales Agreement and $1.5 billion is still available.

On September 13, 2021, the Parent completed an underwritten public offering of 6,250,000 shares of its common stock, all of which were offered in connection with forward sale agreements it entered into with certain financial institutions acting as forward purchasers. The forward purchasers borrowed and sold an aggregate of 6,250,000 shares of the Parent’s common stock in the public offering. The Parent did not receive any proceeds from the sale of common stock by the forward purchasers in the public offering. During the year ended December 31, 2022, we settled the forward sale agreements in full by issuing approximately 6.3 million shares, resulting in proceeds of approximately $939.0 million. Upon physical settlement of the forward sale agreements, the OP issued general partner common partnership units to the Parent in exchange for contribution of the net proceeds. We accounted for our forward equity sales agreements in accordance with the accounting guidance governing financial instruments and derivatives.

The Company has issued and outstanding the following series of cumulative redeemable preferred stock, which are governed by the articles supplementary for the applicable series of preferred stock as of December 31, 2022 and 2021.

(1)

All series of preferred stock do not have a stated maturity date and are not subject to any sinking fund or mandatory redemption provisions. Upon liquidation, dissolution or winding up, each series of preferred stock will rank senior to Digital Realty Trust, Inc. common stock and on parity with the other series of preferred stock. Holders of each series of preferred stock generally have no voting rights except for limited voting rights if Digital Realty Trust, Inc. fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances.

(2)	Except in limited circumstances, reflects earliest date that Digital Realty Trust, Inc. may exercise its option to redeem the preferred stock, at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to but excluding the date of redemption.

(3)

Upon the occurrence of specified changes of control, as a result of which neither Digital Realty Trust, Inc.’s common stock nor the common securities of the acquiring or surviving entity (or American Depositary Receipts representing such securities) is listed on the New York Stock Exchange, the NYSE MKT, LLC or the NASDAQ Stock Market or listed or quoted on a successor exchange or quotation system, each holder of preferred stock will have the right (unless, prior to the change of control conversion date specified in the applicable Articles Supplementary governing the preferred stock, Digital Realty Trust, Inc. has provided or provides notice of its election to redeem the preferred stock) to convert some or all of the preferred stock held by it into a number of shares of Digital Realty Trust, Inc.’s common stock per share of preferred stock to be converted equal to the lesser of (i) the quotient obtained by dividing (a) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the change of control conversion date (unless the change of control conversion date is after a record date for a preferred stock dividend payment and prior to the corresponding dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (b) the common stock price specified in the applicable Articles Supplementary governing the preferred stock; and (ii) the Share Cap, subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the applicable Articles Supplementary governing the preferred stock. Except in connection with specified change of control transactions, the preferred stock is not convertible into or exchangeable for any other property or securities of Digital Realty Trust, Inc.

(4)	Liquidation preference is $25.00 per share.

(5)	Dividends on preferred shares are cumulative and payable quarterly in arrears.

Noncontrolling Interests in Operating Partnership

Noncontrolling interests in the Operating Partnership relate to the proportion of entities consolidated by the Company that are owned by third parties. The following table shows the ownership interest in the Operating Partnership as of December 31, 2022 and 2021:


	December 31, 2022			December 31, 2021
	Number of	Percentage of		Number of	Percentage of
	units	total		units	total
Digital Realty Trust, Inc.	291,148	97.9	%	284,415	98.0	%
Noncontrolling interests consist of:
Common units held by third parties	4,375	1.5	%	4,389	1.5	%
Incentive units held by employees and directors (see Note 16. Incentive Plan)	1,914	0.6	%	1,543	0.5	%
	297,437	100.0	%	290,347	100.0	%

Limited partners have the right to require the Operating Partnership to redeem all or a portion 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. The common units and incentive units of the Operating Partnership are classified within equity, except for certain common units 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 consolidated balance sheet.

The redemption value of the noncontrolling Operating Partnership common units and the vested incentive units was approximately $591.2 million and $1,074.7 million based on the closing market price of Digital Realty Trust, Inc. common stock on December 31, 2022 and December 31, 2021, respectively.

The following table shows activity for the noncontrolling interests in the Operating Partnership for the years ended December 31, 2022 and 2021:


	Common Units	Incentive Units	Total
As of December 31, 2020	6,212	1,834	8,046
Redemption of common units for shares of Digital Realty Trust, Inc. common stock ⁽¹⁾	(1,823)	—	(1,823)
Conversion of incentive units held by employees and directors for shares of Digital Realty Trust, Inc. common stock ⁽¹⁾	—	(679)	(679)
Incentive units issued upon achievement of market performance condition	—	239	239
Grant of incentive units to employees and directors	—	151	151
Cancellation / forfeitures of incentive units held by employees and directors	—	(2)	(2)
As of December 31, 2021	4,389	1,542	5,931
Redemption of common units for shares of Digital Realty Trust, Inc. common stock ⁽¹⁾	(14)	—	(14)
Conversion of incentive units held by employees and directors for shares of Digital Realty Trust, Inc. common stock ⁽¹⁾	—	(22)	(22)
Incentive units issued upon achievement of market performance condition	—	221	221
Grant of incentive units to employees and directors	—	170	170
Cancellation / forfeitures of incentive units held by employees and directors	—	3	3
As of December 31, 2022	4,375	1,914	6,289

(1)	These redemptions and conversions were recorded as a reduction to noncontrolling interests in the Operating Partnership and an increase to common stock and additional paid in capital based on the book value per unit in the accompanying consolidated balance sheet of Digital Realty Trust, Inc.

Dividends and Distributions

Digital Realty Trust, Inc. Dividends

We have declared and paid the following dividends on our common and preferred stock for the years ended December 31, 2022, 2021 and 2020 (in thousands, except per share data):


		Series C			Series G			Series I			Series J		Series K		Series L
		Preferred			Preferred			Preferred			Preferred		Preferred		Preferred		Common
Date dividend declared	Dividend payment date	Stock			Stock			Stock			Stock		Stock		Stock		Stock
February 26, 2020	March 31, 2020	$	3,333		$	3,672		$	3,969		$	2,625	$	3,071	$	4,485	$	295,630	⁽³⁾
May 12, 2020	June 30, 2020		3,333			3,672			3,969			2,625		3,071		4,485		301,005	⁽³⁾
August 11, 2020	September 30, 2020		3,333			3,672			—	⁽²⁾		2,625		3,071		4,485		303,006	⁽³⁾
November 10, 2020	December 31, 2020 for Preferred Stock; January 15, 2021 for Common Stock		3,333			—	⁽¹⁾		—			2,625		3,071		4,485		314,280	⁽³⁾
		$	13,332		$	11,016		$	7,938		$	10,500	$	12,284	$	17,940	$	1,213,921

February 25, 2021	March 31, 2021	$	3,333		$	—		$	3,969		$	2,625	$	3,071	$	4,485	$	326,965	⁽⁵⁾
May 10, 2021	June 30, 2021		—	⁽⁴⁾		—			3,969			2,625		3,071		4,485		328,279	⁽⁵⁾
August 10, 2021	September 30, 2021		—			—			—			2,625		3,071		4,485		329,720	⁽⁵⁾
November 17, 2021	December 31, 2021 for Preferred Stock; January 14, 2022 for Common Stock		—			—			—			2,625		3,071		4,485		329,772	⁽⁵⁾
		$	3,333		$	—		$	7,938		$	10,500	$	12,284	$	17,940	$	1,314,736

March 3, 2022	March 31, 2022	$	—		$	—		$	—		$	2,625	$	3,071	$	4,485	$	348,025	⁽⁶⁾
May 24, 2022	June 30, 2022		—			—			—			2,625		3,071		4,485		348,077	⁽⁶⁾
August 17, 2022	September 30, 2022		—			—			—			2,625		3,071		4,485		351,410	⁽⁶⁾
November 29, 2022	December 31, 2022 for Preferred Stock; January 13, 2023 for Common Stock		—			—			—			2,625		3,071		4,485		355,832	⁽⁶⁾
		$	—		$	—		$	—		$	10,500	$	12,284	$	17,940	$	1,403,344
Annual rate of dividend per share		$	1.65625		$	1.46875		$	1.58750		$	1.31250	$	1.46250	$	1.30000	$	4.88000

(1)

Redeemed on October 15, 2020 for $25.057118 per share, or a redemption price of $25.00 per share, plus accrued and unpaid dividends up to but not including the redemption date. In connection with the redemption, the previously incurred offering costs of approximately $8.2 million were recorded as a reduction to net income available to common stockholders.

(2)

Redeemed on September 8, 2020 for $25.29545 per share, or a redemption price of $25.00 per share, plus accrued and unpaid dividends up to but not including the redemption date. In connection with the redemption, the previously incurred offering costs of approximately $8.0 million were recorded as a reduction to net income available to common stockholders.

(3)	$4.480 annual rate of dividend per share.

(4)

Redeemed on May 17, 2021 for $ 25.211632 per share, or a redemption price of $25.00 per share, plus accrued and unpaid dividends up to but not including the redemption date. The transaction resulted in a gain on redemption of $18.0 million, measured as the difference between the cash consideration paid upon redemption, which was $201.3 million and the carrying value of the preferred stock at the time of the redemption, which was $219.3 million. This amount is reflected as gain on redemption of preferred stock which increased net income available to common stockholders.

(5)	$4.640 annual rate of dividend per share.

(6)	$4.880 annual rate of dividend per share.

Digital Realty Trust, L.P. Distributions

All distributions on the Operating Partnership’s units are at the discretion of Digital Realty Trust, Inc.’s Board of Directors. The table below shows the distributions declared and paid by the Operating Partnership on its common and preferred units for the years ended December 31, 2022, 2021 and 2020, (in thousands, except for per unit data):


		Series C			Series G			Series I			Series J		Series K		Series L
		Preferred			Preferred			Preferred			Preferred		Preferred		Preferred		Common
Date distribution declared	Distribution payment date	Units			Units			Units			Units		Units		Units		Units
February 26, 2020	March 31, 2020	$	3,333		$	3,672		$	3,969		$	2,625	$	3,071	$	4,485	$	305,267	⁽³⁾
May 12, 2020	June 30, 2020		3,333			3,672			3,969			2,625		3,071		4,485		310,421	⁽³⁾
August 11, 2020	September 30, 2020		3,333			3,672			—	⁽²⁾		2,625		3,071		4,485		312,262	⁽³⁾
November 10, 2020	December 31, 2020 for Preferred Units; January 15, 2021 for Common Units		3,333			—	⁽¹⁾		—			2,625		3,071		4,485		323,453	⁽³⁾
		$	13,332		$	11,016		$	7,938		$	10,500	$	12,284	$	17,940	$	1,251,403

February 25, 2021	March 31, 2021	$	3,333		$	—		$	3,969		$	2,625	$	3,071	$	4,485	$	336,041	⁽⁵⁾
May 10, 2021	June 30, 2021		—	⁽⁴⁾		—			3,969			2,625		3,071		4,485		336,543	⁽⁵⁾
August 10, 2021	September 30, 2021		—			—			—			2,625		3,071		4,485		337,447	⁽⁵⁾
November 17, 2021	December 31, 2021 for Preferred Units; January 14, 2022 for Common Units		—			—			—			2,625		3,071		4,485		337,476	⁽⁵⁾
		$	3,333		$	—		$	7,938		$	10,500	$	12,284	$	17,940	$	1,347,507

March 3, 2022	March 31, 2022	$	—		$	—		$	—		$	2,625	$	3,071	$	4,485	$	355,812	⁽⁶⁾
May 24, 2022	June 30, 2022		—			—			—			2,625		3,071		4,485		355,885	⁽⁶⁾
August 17, 2022	September 30, 2022		—			—			—			2,625		3,071		4,485		—	⁽⁶⁾
November 29, 2022	December 31, 2022 for Preferred Units; January 13, 2023 for Common Units		—			—			—			2,625		3,071		4,485		363,616	⁽⁶⁾
		$	—		$	—		$	—		$	10,500	$	12,284	$	17,940	$	1,075,313
Annual rate of distribution per unit		$	—		$	—		$	—		$	1.31250	$	1.46250	$	1.30000	$	4.88000

(1)

Redeemed on October 15, 2020 for $25.057118 per unit, or a redemption price of $25.00 per unit, plus accrued and unpaid distributions up to but not including the redemption date. In connection with the redemption, the previously incurred offering costs of approximately $8.2 million were recorded as a reduction to net income available to common unitholders.

(2)

Redeemed on September 8, 2020 for $25.29545 per unit, or a redemption price of $25.00 per unit, plus accrued and unpaid distributions up to but not including the redemption date. In connection with the redemption, the previously incurred offering costs of approximately $8.0 million were recorded as a reduction to net income available to common unitholders.

(3)	$4.480 annual rate of distribution per unit.

(4)

Redeemed on May 17, 2021 for $ 25.211632 per unit, or a redemption price of $25.00 per unit, plus accrued and unpaid distributions up to but not including the redemption date. The transaction resulted in a gain on redemption of $18.0 million, measured as the difference between the cash consideration paid upon redemption, which was $201.3 million and the carrying value of the preferred stock at the time of the redemption, which was $219.3 million. This amount is reflected as gain on redemption of preferred stock which increased net income available to common unitholders.

(5)	$4.640 annual rate of distribution per unit.

(6)	$4.880 annual rate of distribution per unit.

Distributions out of Digital Realty Trust, Inc.’s current or accumulated earnings and profits are generally classified as dividends whereas distributions in excess of its current and accumulated earnings and profits, to the extent of a stockholder’s U.S. federal income tax basis in Digital Realty Trust, Inc.’s stock, are generally classified as a return of capital. Distributions in excess of a stockholder’s U.S. federal income tax basis in Digital Realty Trust, Inc.’s stock are generally characterized as capital gain. Cash provided by operating activities has generally been sufficient to fund all distributions, however, in the future we may also need to utilize borrowings under the global revolving credit facility to fund all or a portion of distributions.