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数字房地产信托公司美股招股说明书(2026-06-29版)

2026-06-29 美股招股说明书 棋落
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Digital Realty Trust, Inc. Common Stock The selling stockholders identified in this prospectus supplement are selling $2,346,087,437.83 of shares of our common stock,$0.01 par value per share (“common stock”), in this offering. We are not selling any shares of common stock under thisprospectus supplement and will not receive any proceeds from the sale of shares by the selling stockholders. See “Use ofProceeds.” We are organized and conduct our operations to qualify as a real estate investment trust (“REIT”), for U.S. federal income taxpurposes. To assist us in complying with certain federal income tax requirements applicable to REITs, our charter containscertain restrictions relating to the ownership and transfer of our stock, including an ownership limit of 9.8% (by value or bynumber of shares, whichever is more restrictive) on the outstanding shares of our common stock. Our common stock is listed on the New York Stock Exchange under the symbol “DLR”. The last reported sale price of ourcommon stock on the New York Stock Exchange on June26, 2026 was $193.00 per share. Investing in our common stock involves risks. See “RiskFactors” beginning on pageS-5 of thisprospectus supplement and the matters discussed in the documents incorporated by reference in thisprospectus supplement and the accompanying prospectus. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission, nor any otherregulatory body has approved or disapproved of these securities or passed on the adequacy or accuracy of thisprospectus supplement and the prospectus to which it relates. Any representation to the contrary is a criminal offense. PershareTotalPublic offering price$$Underwriting discounts and commissions(1)$$Proceeds, before expenses, to the selling stockholders$$ (1)Please see the section entitled “Underwriting” for a description of the compensation payable to the underwriter. The underwriter expects to deliver the shares to purchasers on or aboutDepository Trust Company. , 2026 through the book-entry facilities of The Morgan Stanley The date of this prospectus supplement is Table of Contents TABLE OF CONTENTS Prospectus Supplement About This Prospectus Supplement and the ProspectusForward-Looking StatementsProspectus Supplement SummaryThe OfferingRisk FactorsUse of ProceedsSelling StockholdersUnderwritingLegal MattersExpertsWhere You Can Find More InformationIncorporation By Reference Prospectus About This ProspectusOur CompanyRisk FactorsWhere You Can Find More InformationIncorporation of Certain Documents by ReferenceUse of ProceedsDescription of Common StockDescription of Preferred StockDescription of Depositary SharesDescription of WarrantsDescription of Debt Securities and Related GuaranteesRestrictions on Ownership and TransferDescription of the Partnership Agreement of Digital Realty Trust, L.P.Material Provisions of Maryland Law and of the Charter and Bylaws of Digital Realty Trust, Inc.United States Federal Income Tax ConsiderationsSelling SecurityholdersPlan of DistributionLegal MattersExperts You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the accompanyingprospectus or any applicable free writing prospectus in making a decision about whether to invest in our common stock. We, the sellingstockholders and the underwriter have not authorized any other person to provide you with different or additional information. If anyoneprovides you with different or additional information, you should not rely on it. The distribution of this prospectus supplement and theaccompanying prospectus and the offering of the common stock in certain jurisdictions may be restricted by law. If you possess this prospectussupplement and the accompanying prospectus, you should find out about and observe these restrictions. This prospectus supplement and theaccompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction where it isunlawful to make such offer or solicitation or where the person making the offer or sale is not qualified to do so or to any person to whom it isnot permitted to make such Table of Contents offer or sale. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any applicablefree writing prospectus and the documents incorporated by reference herein or therein is accurate only as of their respective dates or on thedate or dates which are specified in these documents. Our business, financial condition, liquidity, results of operations and prospects may havechanged since those dates. The description set forth in this prospectus supplement replaces and supplements, where inconsistent, thedescription of the general terms and provisions set forth in the accompanying prospectus. Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS This document is in two parts. T