Filed Pursuant to Rule 424(b)(5)
Registration No. 333-270596
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 16,
2023)
$1,500,000,000
Digital Realty Trust, Inc.
Common Stock
We have entered into a sales
agreement (as may be amended from time to time, the sales agreement) with BofA Securities, Inc., Barclays Capital Inc., BMO Capital Markets 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, or collectively, the Agents, and the Forward Sellers and
Forward Purchasers (each as defined below), relating to the offer and sale of shares of our common stock, $0.01 par value per share (common stock), having an aggregate offering price of up to $1,500,000,000, to be made from time to time
under this prospectus supplement and the accompanying prospectus through the Agents, acting as our sales agents, or, if applicable, through the Forward Sellers, acting as agents for the relevant Forward Purchasers, in connection with any forward
sale agreements. Upon entry into the sales agreement, we terminated our prior at-the-market program. At the time of such termination, approximately $408.7 million
remained unsold under such program.
Sales of the shares, if any, under this prospectus supplement and the accompanying prospectus may be made by means of
ordinary brokers transactions at market prices, in negotiated transactions or in transactions that are deemed to be at-the-market offerings as defined
in Rule 415 under the Securities Act of 1933, as amended, including sales made to or through a market maker other than on an exchange, in block transactions or by any other method permitted by law, at prices related to the prevailing market prices
or at negotiated prices subject to certain minimum prices. Each of the Agents and the Forward Sellers has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to solicit offers to purchase our
common stock, under the terms and subject to the conditions set forth in the sales agreement. We may instruct any Agent or Forward Seller, as applicable, not to sell our common stock if the sales cannot be effected at or above the price designated
by us in any placement notice. We, or any of the Agents or Forward Sellers, as applicable, may suspend the offering of our common shares at any time upon proper notice and subject to other conditions.
We also may sell shares of common stock to each of the Agents, as principal for its own account, at a price to be agreed upon at the time of sale. If we sell
shares of our common stock to any of the Agents, as principal, we will enter into a separate terms agreement with such Agent, and, to the extent required by applicable law, we will describe the terms agreement in a separate prospectus supplement or
pricing supplement.
We will pay each of the Agents acting as our sales agent a commission that will not exceed, but may be lower than, 2.0% of the gross
sales price per share of shares sold through it as our agent under the sales agreement. The compensation to each Forward Seller will be a mutually agreed commission in the form of a reduction to the initial forward price under the related forward
sale agreement that will not exceed, but may be lower than, 2.0% of the gross sales price of the borrowed shares sold through such Forward Seller during the applicable forward hedge selling period for such shares (which gross sales price will be
adjusted for daily accruals based on a floating interest rate and specified amounts related to expected dividends on shares of our common stock if an ex-dividend date occurs during such forward
hedge selling period). See Plan of Distribution and Use of Proceeds in this prospectus supplement.
None of the Agents or Forward
Sellers is required to sell any specific number or dollar amount of shares of our common stock but each will use its reasonable efforts, subject to the terms of the sales agreement, to sell the shares offered as instructed by us (with respect to the
Agents) and all the shares borrowed by the relevant Forward Purchaser pursuant to the sales agreement (with respect to the Forward Sellers). The offering of our common stock pursuant to the sales agreement will terminate upon the earlier of
(1) the sale of all common stock subject to the sales agreement (including shares sold by us to or through the Agents and borrowed shares sold through the Forward Sellers) or (2) termination of the sales agreement.
The sales agreement contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through the Agents as our sales agents,
we may enter into separate forward sale agreements (each, together with any related pricing supplement, a forward sale agreement and, collectively, the forward sale agreements), with any of Bank of America, N.A., Bank of
Montreal, Barclays Bank PLC, 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, or one of their respective
affiliates (in such capacity, each, a Forward Purchaser and, collectively, the Forward Purchasers). If we enter into a forward sale agreement with any Forward Purchaser, we expect that such Forward Purchaser, acting in
accordance with the mutually accepted instructions related to such forward sale agreement, will attempt to borrow and sell, through its relevant Forward Seller, shares of our common stock to hedge such Forward Purchasers exposure under such
forward sale agreement. We refer to an Agent, when acting as sales agent for the relevant Forward Purchaser, as, individually, a Forward Seller and, collectively, the Forward Sellers, except that with respect to Nomura Global
Financial Products, Inc., the relevant Forward Seller is Nomura Securities International, Inc. (acting through BTIG, LLC as agent). Each Forward Purchaser will be either one of the relevant Agents named in the first sentence of this paragraph or an
affiliate of one of those Agents (except with respect to Nomura Global Financial Products, Inc. in its capacity as Forward Purchaser) and, unless otherwise expressly stated or the context otherwise requires, references herein to the
related or relevant Forward Purchaser mean, with respect to any Agent, the affiliate of such Agent that is acting as Forward Purchaser or, if applicable, such Agent acting in its capacity as Forward Purchaser (except with
respect to BTIG, LLC, in which case the relevant Forward Purchaser is Nomura Global Financial Products, Inc. and the relevant Forward Seller is Nomura Securities International, Inc. (acting through BTIG, LLC, as its agent). We will not initially
receive any proceeds from any sale of shares of our common stock borrowed by a Forward Purchaser and sold through a Forward Seller.
We currently expect
to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement. If we elect to cash settle any forward sale
agreement, we may not receive any proceeds and we may owe cash to the relevant Forward Purchaser. If we elect to net share settle any forward sale agreement, we will not receive any proceeds, and we may owe shares of our common stock to the relevant
Forward Purchaser. See Plan of Distribution.
Our common stock is listed on the New York Stock Exchange under the symbol DLR. The
last reported sale price of our common stock on the New York Stock Exchange on August 3, 2023 was $120.85 per share.
Investing in our common stock
involves risks. See Risk Factors beginning on page S-5 of this prospectus supplement and the matters discussed in the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus.
Neither the U.S. Securities and Exchange Commission (the SEC) nor any state
securities commission, nor any other regulatory body has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement and the prospectus to which it relates. Any representation to the contrary is a
criminal offense.
Our common stock is subject to certain restrictions on ownership and transfer, which are intended to assist us in preserving our qualification as a real estate
investment trust, or REIT, for federal income tax purposes. See Restrictions on Ownership and Transfer in the accompanying prospectus.
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BofA Securities |
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Barclays |
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BMO Capital Markets |
BTIG |
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Capital One Securities |
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Citigroup |
Deutsche Bank Securities |
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Huntington Capital Markets |
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ING |
Jefferies |
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J.P. Morgan |
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KeyBanc Capital Markets |
Mizuho |
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Morgan Stanley |
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MUFG |
Raymond James |
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RBC Capital Markets |
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Scotiabank |
TD Securities |
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Truist Securities |
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UBS Investment Bank |
Wells Fargo Securities |
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The date of this prospectus supplement is August 4, 2023.