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Equity and Capital
3 Months Ended
Mar. 31, 2025
Equity and Capital  
Equity and Capital

10. Equity and Capital

Equity Distribution Agreement

Digital Realty Trust, Inc. and Digital Realty Trust, L.P. are parties to an ATM Equity OfferingSM Sales Agreement dated December 23, 2024 (the “2024 Sales Agreement”). Pursuant to the 2024 Sales Agreement, 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. For the three months ended March 31, 2025, we had no sales under the 2024 Sales Agreement and $3.0 billion remain available.

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.

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 March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025

December 31, 2024

Number of

Percentage of

Number of

Percentage of

(Units in thousands)

    

units

    

total

units

    

total

Digital Realty Trust, Inc.

336,743

98.1

%  

336,637

98.2

%

Noncontrolling interests consist of:

 

 

  

 

 

  

Common units held by third parties

 

4,049

 

1.2

%  

4,049

 

1.2

%

Incentive units held by employees and directors (see Note 12. ''Incentive Plans'')

 

2,300

 

0.7

%  

2,086

 

0.6

%

 

343,092

 

100.0

%  

342,772

 

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 condensed balance sheet.

The redemption value of the noncontrolling Operating Partnership common units and the vested incentive units was approximately $902.1 million and $1,090.4 million based on the closing market price of Digital Realty Trust, Inc. common stock on March 31, 2025 and December 31, 2024, respectively.

The following table shows activity for noncontrolling interests in the Operating Partnership for the three months ended March 31, 2025 (in thousands):

(Units in thousands)

    

Common Units

    

Incentive Units

    

Total

As of December 31, 2024

 

4,049

 

2,086

 

6,135

Conversion of incentive units held by employees and directors for shares of Digital Realty Trust, Inc. common stock (1)

 

 

(4)

 

(4)

Incentive units issued upon achievement of market performance condition

 

 

67

 

67

Grant of incentive units to employees and directors

 

 

154

 

154

Cancellation / forfeitures of incentive units held by employees and directors

 

 

(3)

 

(3)

As of March 31, 2025

 

4,049

 

2,300

 

6,349

(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 three months ended March 31, 2025 (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

February 26, 2025

March 31, 2025

$

2,625

$

3,071

$

4,485

$

411,925

Annual rate of dividend per share

$

1.31250

$

1.46250

$

1.30000

$

4.88000

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 three months ended March 31, 2025 (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

February 26, 2025

March 31, 2025

$

2,625

$

3,071

$

4,485

$

419,771

Annual rate of distribution per unit

$

1.31250

$

1.46250

$

1.30000

$

4.88000

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. Such 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.