Blackstone Digital Infrastructure Trust Inc美股招股说明书(2026-05-15版)

Common Stock$20.00 per share This is an initial public offering of shares of common stock of Blackstone Digital Infrastructure Trust Inc. We are offering all of the 87,500,000 shares of common stock to be issued in this offering, whichincludes 86,741,695 shares to be sold to investors participating in this offering and 758,305 additional shares to be issued to IPO investors (as defined below) as bonus shares (as defined below).Upon completion of this offering, we will be externally managed by BX REIT Advisors L.L.C., a Delaware limited liability company (our “Manager”), an affiliate of Blackstone Inc. The initial public offering price of our common stock is $20.00 per share. Prior to this offering there has been no public market for our common stock. Our common stock has been approved for listing on the NewYork Stock Exchange (the “NYSE”) under the symbol “BXDC.” Each investor, other than the Blackstone Investor (as defined below) and DSP participants (as defined below), who purchases shares of our common stock in this offering, including in connection with theunderwriters’ option to purchase additional shares (collectively, the “IPO investors”), will receive an additional 1% of their investment amount in shares of our common stock, rounded down to the nearest whole share(such shares, the “bonus shares”). After taking into account the issuance of bonus shares, each IPO investor will have effectively paid a purchase price per share of 99% of the initial public offering price, or $19.80 pershare, for each share it receives at the completion of this offering (or at the completion of the offering of additional shares pursuant to the underwriters’ option to purchase additional shares, if applicable). TheBlackstone Investor and DSP participants will purchase all of their shares at 100% of the initial offering price, or $20.00 per share. Our Manager and/or one or more of its affiliates will pay the full purchase price for allbonus shares, which is the initial public offering price with no underwriting discounts or commissions, from their own assets at no additional cost to the IPO investors (the “Bonus Shares Contribution”). “Summary—The Offering—Bonus shares” for more information. We are a Maryland corporation. We intend to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We have not yet acquired any data center assets and thus are considered a“blind pool.” You will not have the opportunity to evaluate our investments before we make them. Shares of our common stock are subject to limitations on ownership and transfer that are primarily intended to assist uswith our REIT compliance. Our charter will contain certain restrictions relating to the ownership and transfer of our common stock, including, subject to certain exceptions, a 9.8% limit, in value or by number of shares,whichever is more restrictive, on the ownership of outstanding shares of our common stock and a 9.8% limit, in value or by number of shares, whichever is more restrictive, on the ownership of the aggregateoutstanding shares of our stock. See “Description of Stock—Restrictions on Ownership and Transfer.” We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See“Summary—Implications of Being an Emerging Growth Company.” Blackstone Treasury Holdings III L.L.C., an affiliate of Blackstone Inc. (the “Blackstone Investor”), has agreed to purchase up to the number of shares having an aggregate purchase price equal to (i) $200million, or approximately 11.3% of the total initial public offering price,lessthe sum of (ii) the aggregate purchase price payable in respect of the bonus shares to be issued to IPO investors at the completion of thisoffering and (iii) the aggregate purchase price payable in respect of the maximum bonus shares issuable in connection with the underwriters’ option to purchase additional shares. The Blackstone Investor will purchaseour shares of common stock at the initial public offering price and on the same terms as the other investors in this offering. No underwriting discounts or commissions will be paid and no bonus shares will be issuedwith respect to shares purchased by the Blackstone Investor in this offering. Shares purchased by the Blackstone Investor will be subject to a lock-up agreement with the underwriters. Investing in shares of our common stock involves risks. See “RiskFactors” beginning on page27 to read about certain factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. Initial public offering priceUnderwriting discounts and commissions (1)Proceeds, before expenses, to