Equity and Capital

12 Months Ended

Dec. 31, 2024

Equity and Capital

Equity and Capital

14. Equity and Capital

Equity Distribution Agreement

Digital Realty Trust, Inc. and Digital Realty Trust, L.P. were parties to an ATM Equity Offering^SM Sales Agreement dated August 4, 2023 (the “2023 Sales Agreement”). Pursuant to the 2023 Sales Agreement, Digital Realty Trust, Inc. could issue and sell common stock having an aggregate offering price of up to $1.5 billion through various named agents from time to time. From January 1, 2024 through February 23, 2024, Digital Realty Trust, Inc. generated net proceeds of approximately $99 million from the issuance of approximately 0.6 million common shares under the 2023 Sales Agreement at an average price of $133.43 per share after payment of approximately $0.6 million of commissions to the agents. 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 0.6 million common units to our Parent Company.

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 Offering^SM 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.

The sales of common stock made under the 2024 Sales Agreement will be made in “at the market” offerings as defined in Rule 415 of the Securities Act. Our Parent has used and intends to use the net proceeds from the program to temporarily repay borrowings under our Operating Partnership’s Global Revolving Credit Facilities, to acquire additional properties or businesses, to fund development opportunities and for working capital and other general corporate purposes, including potentially for the repayment of other debt or the repurchase, redemption or retirement of outstanding debt securities.

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.

Equity Offering

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.

Redeemable Preferred Stock

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, 2024 and 2023 (in thousands, except for share cap and annual dividend rate).

				Total		Annual		Shares Outstanding as of		Balance (net of issuance costs)
	Date(s)	Initial Date to		Liquidation		Dividend		December 31,		as of December 31,
Preferred Stock (1)	Issued	Redeem (2)	Share Cap (3)	Value (4)		Rate (5)		2024	2023	2024		2023
5.250% Series J Cumulative Redeemable Preferred Stock	Aug 7, 2017	Aug 7, 2022	0.4252100	$	200,000		1.31250	8,000	8,000	$	193,540	$	193,540
5.850% Series K Cumulative Redeemable Preferred Stock	Mar 13, 2019	Mar 13, 2024	0.4361100		210,000		1.46250	8,400	8,400		203,264		203,264
5.200% Series L Cumulative Redeemable Preferred Stock	Oct 10, 2019	Oct 10, 2024	0.3851800		345,000		1.30000	13,800	13,800		334,886		334,886
				$	755,000			30,200	30,200	$	731,690	$	731,690

(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, 2024 and 2023:

	December 31, 2024			December 31, 2023
	Number of	Percentage of		Number of	Percentage of
(Units in thousands)	units	total		units	total
Digital Realty Trust, Inc.	336,637	98.2	%	311,608	98.0	%
Noncontrolling interests consist of:
Common units held by third parties	4,049	1.2	%	4,343	1.3	%
Incentive units held by employees and directors (see Note 16. ''Incentive Plans'')	2,086	0.6	%	2,106	0.7	%
	342,772	100.0	%	318,057	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 $1,090.4 million and $834.1 million based on the closing market price of Digital Realty Trust, Inc. common stock on December 31, 2024 and December 31, 2023, respectively.

The following table shows activity for the noncontrolling interests in the Operating Partnership for the years ended December 31, 2024 and 2023:

(Units in thousands)	Common Units	Incentive Units	Total
As of December 31, 2023	4,343	2,106	6,449
Conversion of incentive units held by employees and directors for shares of Digital Realty Trust, Inc. common stock (1)	(294)	(259)	(553)
Incentive units issued upon achievement of market performance condition	—	88	88
Grant of incentive units to employees and directors	—	155	155
Cancellation / forfeitures of incentive units held by employees and directors	—	(4)	(4)
As of December 31, 2024	4,049	2,086	6,135

(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 sheets 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, 2024, 2023 and 2022 (in thousands, except per share data):

		Series J		Series K		Series L
		Preferred		Preferred		Preferred		Common
Date dividend declared	Dividend payment date	Stock		Stock		Stock		Stock
March 3, 2022	March 31, 2022	$	2,625	$	3,071	$	4,485	$	348,025	(1)
May 24, 2022	June 30, 2022		2,625		3,071		4,485		348,077	(1)
August 17, 2022	September 30, 2022		2,625		3,071		4,485		351,410	(1)
November 29, 2022	December 31, 2022 for Preferred Stock; January 13, 2023 for Common Stock		2,625		3,071		4,485		355,832	(1)
		$	10,500	$	12,284	$	17,940	$	1,403,344
February 22, 2023	March 31, 2023	$	2,625	$	3,071	$	4,485	$	356,214	(1)
May 24, 2023	June 30, 2023		2,625		3,071		4,485		365,937	(1)
August 8, 2023	September 29, 2023		2,625		3,071		4,485		370,278	(1)
November 28, 2023	December 29, 2023 for Preferred Stock; January 19, 2024 for Common Stock		2,625		3,071		4,485		380,019	(1)
		$	10,500	$	12,284	$	17,940	$	1,472,448
February 28, 2024	March 28, 2024	$	2,625	$	3,071	$	4,485	$	382,208	(1)
May 8, 2024	June 28, 2024		2,625		3,071		4,485		397,429	(1)
August 7, 2024	September 30, 2024		2,625		3,071		4,485		400,659	(1)
November 4, 2024	December 31, 2024 for Preferred Stock; January 17, 2025 for Common Stock		2,625		3,071		4,485		410,831	(1)
		$	10,500	$	12,284	$	17,940	$	1,591,127
Annual rate of dividend per share		$	1.31250	$	1.46250	$	1.30000	$	4.88000

(1) $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 years ended December 31, 2024, 2023 and 2022, (in thousands, except for per unit data):

		Series J		Series K		Series L
		Preferred		Preferred		Preferred		Common
Date distribution declared	Distribution payment date	Units		Units		Units		Units
March 3, 2022	March 31, 2022	$	2,625	$	3,071	$	4,485	$	355,812	(1)
May 24, 2022	June 30, 2022		2,625		3,071		4,485		355,885	(1)
August 17, 2022	September 30, 2022		2,625		3,071		4,485		359,207	(1)
November 29, 2022	December 31, 2022 for Preferred Units; January 13, 2023 for Common Units		2,625		3,071		4,485		363,616	(1)
		$	10,500	$	12,284	$	17,940	$	1,434,520
February 22, 2023	March 31, 2023	$	2,625	$	3,071	$	4,485	$	364,204	(1)
May 24, 2023	June 30, 2023		2,625		3,071		4,485		373,833	(1)
August 8, 2023	September 29, 2023		2,625		3,071		4,485		378,352	(1)
November 28, 2023	December 29, 2023 for Preferred Units; January 19, 2024 for Common Units		2,625		3,071		4,485		387,988	(1)
		$	10,500	$	12,284	$	17,940	$	1,504,377
February 28, 2024	March 28, 2024	$	2,625	$	3,071	$	4,485	$	390,356	(1)
May 8, 2024	June 28, 2024		2,625		3,071		4,485		405,421	(1)
August 7, 2024	September 30, 2024		2,625		3,071		4,485		408,577	(1)
November 4, 2024	December 29, 2023 for Preferred Units; January 19, 2024 for Common Units		2,625		3,071		4,485		418,665	(1)
		$	10,500	$	12,284	$	17,940	$	1,623,019
Annual rate of distribution per unit		$	1.31250	$	1.46250	$	1.30000	$	4.88000

(1) $4.880 annual rate of distribution per unit.

For U.S. federal income tax purposes, 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 tax basis in Digital Realty Trust, Inc.’s stock, are generally classified as a return of capital. Distributions in excess of a stockholder’s 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.