Digital Realty 8-K Filing Reports a €1 Billion Euro Notes Sale

An 8-K filing is the current report a public company submits to the SEC within days of a material event, and the 8-K filing from Digital Realty Trust on October 9, 2026 discloses the sale of €1 billion of euro-denominated notes due 2036.

What happened

Digital Euro Finco, LLC, a wholly owned indirect finance subsidiary of Digital Realty Trust, L.P., issued and sold €1,000,000,000 aggregate principal amount of 5.125% Guaranteed Notes due 2036 on October 9, 2026. The notes mature on October 9, 2036. Digital Realty Trust, Inc. and its operating partnership, Digital Realty Trust, L.P., fully and unconditionally guarantee them. The report is filed under Item 1.01, entry into a material definitive agreement, and Item 2.03, creation of a direct financial obligation, and covers both registrants.

The notes are senior unsecured obligations and rank equally with the issuer’s other senior unsecured debt. They were sold outside the United States in reliance on Regulation S, were not registered under the Securities Act, and cannot be offered or sold in the U.S. or to U.S. persons without registration or an exemption.

Digital Realty’s common stock and its Series J, K and L preferred stock are listed on the New York Stock Exchange.

How it works

The notes were issued under an indenture dated October 9, 2026. The trustee is Deutsche Trustee Company Limited, with Deutsche Bank AG, London Branch as paying agent and Deutsche Bank Luxembourg S.A. as registrar. Key terms in the 8-K:

Redemption: the issuer may redeem all or part of the notes at any time at 100% of principal plus accrued interest and a make-whole premium. In the final 90 days before maturity, no make-whole premium applies.
Taxes: payments are made without U.S. withholding, and the issuer pays additional amounts if withholding is required, subject to exceptions.
Covenants: the indenture limits additional indebtedness and requires a pool of unencumbered assets.
Defaults: events include a 30-day interest default, a principal default, covenant breaches left uncured for 90 days after notice, failure to pay other debt above $125 million, and bankruptcy events.

Net proceeds were about €985.8 million after managers’ discounts and estimated expenses. Digital Realty says it intends to allocate an equal amount to finance or refinance eligible green projects. The categories include renewable energy, energy efficiency, green buildings and sustainable water management. Until allocated, funds may temporarily repay borrowings under the operating partnership’s global revolving credit facilities, fund acquisitions or development, or be held in short-term interest-bearing investments.

Why it matters

Companies that sell debt outside the U.S. still report it to U.S. investors through the 8-K. The filing gives the amount, coupon, maturity, guarantors, covenants and use of proceeds, and it attaches the full indenture as Exhibit 4.1 so readers can check the legal terms. The 8-K covers two registrants because Digital Realty Trust, Inc. and Digital Realty Trust, L.P., both Maryland entities with offices in Austin, Texas, report together.

Key terms

Item 1.01: the 8-K item for a material agreement outside the ordinary course of business.
Regulation S: an SEC safe harbor for securities offered outside the U.S. without registration.
Guaranteed notes: debt backed by the promise of a parent or affiliate to pay if the issuer does not.
Make-whole premium: a payment that compensates holders for lost interest if the issuer redeems early.
Unencumbered assets: assets not pledged as collateral, which support unsecured lenders.

FAQ

Does this change Digital Realty’s equity? No. The 8-K reports debt, not an issuance of stock.

Can U.S. investors buy these notes? Not in the offering. Regulation S limits the sale to buyers outside the United States.

Why is a subsidiary the issuer? The filing describes Digital Euro Finco as a finance subsidiary of the operating partnership, with the parent companies guaranteeing the debt.