On February 23, 2024, Digital Realty Trust, Inc. (the “Company”) and Digital Realty Trust, L.P. (the “Operating Partnership”) entered into an amendment (the “Amendment”) of their existing ATM Equity Sales Agreement (as amended, the “Sales Agreement”) with BofA Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., 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, 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., 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., Bank of Montreal, Barclays Bank PLC, BNP Paribas, Citibank, N.A., 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, 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”), to increase the number of shares to be sold under the Sales Agreement pursuant to a continuing offering program. Prior to the Amendment, the Company had offered and sold shares of its common stock having an aggregate gross sales price of $1,241,726,894.43 under the Sales Agreement through February 23, 2024. Following the Amendment, as of February 23, 2024, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $2,000,000,000. 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.
In connection with the Amendment, the Company filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated February 23, 2024, to its shelf registration statement on Form
S-3
(File Nos.
333-270596
and
which was filed with the SEC and became effective on March 16, 2023, pursuant to Rule 424(b) under the Securities Act of 1933, as amended. 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.