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): February 17, 2026
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.) | ||
2323 Bryan Street, Suite 1800 Dallas, Texas | 75201 | |||
(Address of principal executive offices) | (Zip Code) | |||
(214)
231-1350
(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 February 17, 2026, 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 (the “New Registration Statement”) to replace their existing automatic shelf registration statement on Form filed with the SEC on March 16, 2023 (the “Prior Registration Statement”), which was scheduled to expire on March 16, 2026 pursuant to Rule 415(a)(5) under the Securities Act of 1933, as amended. Upon effectiveness of the New Registration Statement on February 17, 2026, the Prior Registration Statement was deemed terminated.
S-3ASR
(Registration Nos. 333-293494
and 333-293494-01)
S-3ASR
(Nos. 333-270596
and 333-270596-01)
In connection with the filing of the New Registration Statement, on February 17, 2026, the Company filed with the SEC a prospectus supplement, dated February 17, 2026, to the New Registration Statement (the “ATM Prospectus Supplement”) pursuant to the ATM Equity Sales Agreement (the “Sales Agreement”), dated as of December 23, 2024, with BofA Securities, Inc., BNP Paribas Securities Corp., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Huntington Securities, Inc., ING Financial Markets LLC, Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Nomura Securities Americas Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as sales agent, forward seller and/or principal (collectively, the “Agents”) and Bank of America, N.A., Banco Santander, S.A., BNP PARIBAS, Citibank, N.A., Deutsche Bank AG, London Branch, Huntington Securities, Inc., Jefferies LLC, JPMorgan Chase Bank, National Association, New York Branch, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Nomura Global Financial Products, Inc., Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank, UBS AG London Branch and Wells Fargo Bank, National Association, as forward purchasers (collectively, the “forward purchasers”). Prior to the termination of the Prior Registration Statement, the Company had offered and sold shares of its common stock having an aggregate gross sales price of $1,113,647,744.50 under the Sales Agreement and, therefore, shares of common stock having an aggregate offering price of up to $1,886,352,255.50 remain available for offer and sale pursuant to the Sales Agreement and the New Registration Statement.
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 ATM 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 | |
| 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: February 17, 2026
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 | ||