数字房地产信托美股招股说明书(2024-12-23版)

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 415under the Securities Act of 1933, as amended, including sales made to or through a market maker other than on an exchange, in blocktransactions or by any other method permitted by law, at prices related to the prevailing market prices or at negotiated prices subject to certainminimum prices. Each of the Agents and the Forward Sellers has agreed to use its commercially reasonable efforts consistent with its normaltrading and sales practices to solicit offers to purchase our common stock, under the terms and subject to the conditions set forth in the salesagreement. We may instruct any Agent or Forward Seller, as applicable, not to sell our common stock if the sales cannot be effected at or abovethe price designated by us in any placement notice. We, or any of the Agents or Forward Sellers, as applicable, may suspend the offering of ourcommon 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, tothe 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 priceper share of shares sold through it as our agent under the sales agreement. The compensation to each Forward Seller will be a mutually agreedcommission in the form of a reduction to the initial forward price under the related forward sale agreement that will not exceed, but may be lowerthan, 2.0% of the gross sales price of the borrowed shares sold through such Forward Seller during the applicable forward hedge selling periodfor such shares (which gross sales price will be adjusted for daily accruals based on a floating interest rate and specified amounts related toexpected dividends on shares of our common stock if an “ex-dividend” date occurs during such forward hedge selling period). See “Plan ofDistribution” 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 useits 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 allthe shares borrowed by the relevant Forward Purchaser pursuant to the sales agreement (with respect to the Forward Sellers). The offering of ourcommon 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 salesagreement. 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 oursales 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., BNP PARIBAS, Citibank, N.A., Deutsche Bank AG,London Branch, Huntington Securities, Inc., Jefferies LLC, JPMorgan Chase Bank, National Association, New York Branch, Mizuho MarketsAmericas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Nomura Global Financial Products, Inc., Royal Bank of Canada,Banco Santander, S.A., 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 “ForwardPurchasers”). If we enter into a forward sale agreement with any Forward Purchaser, we expect that such Forward Purchaser, acting inaccordance 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 Purchaser’s exposure under such forward sale agreement. We refer to anAgent, when acting as sales agent for the relevant Forward Purchaser, as, individually, a “Forward Seller” and, collectively, the “ForwardSellers”, 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 eit