Partners may have economic, tax or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives.
Our partners may have economic, tax or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives.
Digital Realty Trust, L.P.’s partnership agreement provides that Digital Realty Trust, Inc. may not engage in any merger, consolidation or other combination with or into another person, any sale of all or substantially all of its assets or any reclassification, recapitalization or change of its outstanding equity interests unless the transaction is approved by the holders of common units and long-term incentive units representing at least 35% of the aggregate percentage interests of all holders of common units and long-term incentive units and either: ● all limited partners will receive, or have the right to elect to receive, for each common unit an amount of cash, securities or other property equal to the product of the number of shares of Digital Realty Trust, Inc. common stock into which a common unit is then exchangeable and the greatest amount of cash, securities or other property paid in consideration of each share of Digital Realty Trust, Inc.’s common stock in connection with the transaction (provided that, if, in connection with the transaction, a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the shares of Digital Realty Trust, Inc. common stock, each holder of common units will receive, or have the right to elect to receive, the greatest amount of cash, securities or other property which such holder would have received if it exercised its right to redemption and received shares of Digital Realty Trust, Inc. common stock in exchange for its common units immediately prior to the expiration of such purchase, tender or exchange offer and thereupon accepted such purchase, tender or exchange offer and the transaction was then consummated); or ● the following conditions are met: o substantially all of the assets directly or indirectly owned by the surviving entity in the transaction are held directly or indirectly by Digital Realty Trust, L.P. or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with Digital Realty Trust, L.P., which we refer to as the surviving partnership; o the holders of common units and long-term incentive units own a percentage interest of the surviving partnership based on the relative fair market value of Digital Realty Trust, L.P.’s net assets and the other net assets of the surviving partnership immediately prior to the consummation of such transaction; 40 Table of Contents Index to Financial Statements o the rights, preferences and privileges of the holders of interests in the surviving partnership are at least as favorable as those in effect immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members of the surviving partnership; and o the rights of the limited partners or non-managing members of the surviving partnership include at least one of the following: (i) the right to redeem their interests in the surviving partnership for the consideration available to such persons pursuant to Digital Realty Trust, L.P.’s partnership agreement; or (ii) the right to redeem their interests for cash on terms equivalent to those in effect with respect to their common units immediately prior to the consummation of such transaction (or, if the ultimate controlling person of the surviving partnership has publicly traded common equity securities, for such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and the shares of Digital Realty Trust, Inc. common stock). These provisions may discourage others from trying to acquire control of Digital Realty Trust, Inc. and may delay, defer or prevent a change of control transaction that might be in the best interests of Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders.
Digital Realty Trust, L.P.’s partnership agreement provides that Digital Realty Trust, Inc. may not engage in any merger, consolidation or other combination with or into another person, any sale of all or substantially all of its assets or any reclassification, recapitalization or change of its outstanding equity interests unless the transaction is approved by the holders of common units and long-term incentive units representing at least 35% of the aggregate percentage interests of all holders of common units and long-term incentive units and either: ● all limited partners will receive, or have the right to elect to receive, for each common unit an amount of cash, securities or other property equal to the product of the number of shares of Digital Realty Trust, Inc.’s common stock into which a common unit is then exchangeable and the greatest amount of cash, securities or other property paid in consideration of each share of Digital Realty Trust, Inc.’s common stock in connection with the transaction (provided that, if, in connection with the transaction, a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the shares of Digital Realty Trust, Inc.’s common stock, each holder of common units will receive, or have the right to elect to receive, the greatest amount of cash, securities or other property which such holder would have received if it exercised its right to redemption and received shares of Digital Realty Trust, Inc.’s common stock in exchange for its common units immediately prior to the expiration of such purchase, tender or exchange offer and thereupon accepted such purchase, tender or exchange offer and the transaction was then consummated); or ● the following conditions are met: o substantially all of the assets directly or indirectly owned by the surviving entity in the transaction are held directly or indirectly by Digital Realty Trust, L.P. or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with Digital Realty Trust, L.P., which we refer to as the surviving partnership; o the holders of common units and long-term incentive units own a percentage interest of the surviving partnership based on the relative fair market value of Digital Realty Trust, L.P.’s net assets and the other net assets of the surviving partnership immediately prior to the consummation of such transaction; 40 Table of Contents Index to Financial Statements o the rights, preferences and privileges of the holders of interests in the surviving partnership are at least as favorable as those in effect immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members of the surviving partnership; and o the rights of the limited partners or non-managing members of the surviving partnership include at least one of the following: (i) the right to redeem their interests in the surviving partnership for the consideration available to such persons pursuant to Digital Realty Trust, L.P.’s partnership agreement; or (ii) the right to redeem their interests for cash on terms equivalent to those in effect with respect to their common units immediately prior to the consummation of such transaction (or, if the ultimate controlling person of the surviving partnership has publicly traded common equity securities, for such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and the shares of Digital Realty Trust, Inc. common stock). These provisions may discourage others from trying to acquire control of Digital Realty Trust, Inc. and may delay, defer or prevent a change of control transaction that might be in the best interests of Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders.
The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: ● reduced demand for data centers or decreases in information technology spending; ● decreased rental rates, increased operating costs or increased vacancy rates; ● increased competition or available supply of data center space; ● the suitability of our data centers and data center infrastructure, delays or disruptions in connectivity or availability of power, or failures or breaches of our physical and information security infrastructure or services; ● breaches of our obligations or restrictions under our contracts with our customers; ● our inability to successfully develop and lease new properties and development space, and delays or unexpected costs in development of properties; ● the impact of current global and local economic, credit and market conditions; ● global supply chain or procurement disruptions, or increased supply chain costs; ● the impact from periods of heightened inflation on our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs; ● the impact on our customers’ and our suppliers’ operations during an epidemic, pandemic, or other global events; ● our dependence upon significant customers, bankruptcy or insolvency of a major customer or a significant number of smaller customers, or defaults on or non-renewal of leases by customers; ● changes in political conditions, geopolitical turmoil, political instability, civil disturbances, restrictive governmental actions or nationalization in the countries in which we operate; ● our inability to retain data center space that we lease or sublease from third parties; ● information security and data privacy breaches; ● difficulties managing an international business and acquiring or operating properties in foreign jurisdictions and unfamiliar metropolitan areas; 46 Table of Contents Index to Financial Statements ● our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent and future acquisitions; ● our failure to successfully integrate and operate acquired or developed properties or businesses; ● difficulties in identifying properties to acquire and completing acquisitions; ● risks related to joint venture investments, including as a result of our lack of control of such investments; ● risks associated with using debt to fund our business activities, including re-financing and interest rate risks, our failure to repay debt when due, adverse changes in our credit ratings or our breach of covenants or other terms contained in our loan facilities and agreements; ● our failure to obtain necessary debt and equity financing, and our dependence on external sources of capital; ● financial market fluctuations and changes in foreign currency exchange rates; ● adverse economic or real estate developments in our industry or the industry sectors that we sell to, including risks relating to decreasing real estate valuations and impairment charges and goodwill and other intangible asset impairment charges; ● our inability to manage our growth effectively; ● losses in excess of our insurance coverage; ● our inability to attract and retain talent; ● environmental liabilities, risks related to natural disasters and our inability to achieve our sustainability goals; ● the expected operating performance of anticipated near-term acquisitions and descriptions relating to these expectations; ● our inability to comply with rules and regulations applicable to our Company; ● Digital Realty Trust, Inc.’s failure to maintain its status as a REIT for U.S. federal income tax purposes; ● Digital Realty Trust, L.P.’s failure to qualify as a partnership for U.S. federal income tax purposes; ● restrictions on our ability to engage in certain business activities; ● changes in local, state, federal and international laws and regulations, including related to taxation, real estate and zoning laws, and increases in real property tax rates; and ● the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us. The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks included in other sections of this report, including under Part I, Item 1A, Risk Factors.
The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: ● reduced demand for data centers or decreases in information technology spending; ● decreased rental rates, increased operating costs or increased vacancy rates; ● increased competition or available supply of data center space; ● the suitability of our data centers and data center infrastructure, delays or disruptions in connectivity or availability of power, or failures or breaches of our physical and information security infrastructure or services; ● breaches of our obligations or restrictions under our contracts with our customers; ● our inability to successfully develop and lease new properties and development space, and delays or unexpected costs in development of properties; ● the impact of current global and local economic, credit and market conditions; ● global supply chain or procurement disruptions, or increased supply chain costs; ● the impact from periods of heightened inflation on our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs; ● the impact on our customers’ and our suppliers’ operations during an epidemic, pandemic, or other global events; ● our dependence upon significant customers, bankruptcy or insolvency of a major customer or a significant number of smaller customers, or defaults on or non-renewal of leases by customers; ● changes in political conditions, geopolitical turmoil, political instability, civil disturbances, restrictive governmental actions or nationalization in the countries in which we operate; ● our inability to retain data center space that we lease or sublease from third parties; ● information security, cyberattacks, security breaches and data privacy breaches; ● difficulties managing an international business and acquiring or operating properties in foreign jurisdictions and unfamiliar metropolitan areas; ● our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent and future acquisitions; ● our failure to successfully integrate and operate acquired or developed properties or businesses; ● difficulties in identifying properties to acquire and completing acquisitions; ● risks related to joint venture investments, including as a result of our lack of control of such investments; ● risks associated with using debt to fund our business activities, including re-financing and interest rate risks, our failure to repay debt when due, adverse changes in our credit ratings or our breach of covenants or other terms contained in our loan facilities and agreements; ● our failure to obtain necessary debt and equity financing, and our dependence on external sources of capital; ● financial market fluctuations and changes in foreign currency exchange rates; ● adverse economic or real estate developments in our industry or the industry sectors that we sell to, including risks relating to decreasing real estate valuations and impairment charges and goodwill and other intangible asset impairment charges; ● our inability to manage our growth effectively; ● losses in excess of our insurance coverage; ● our inability to attract and retain talent; ● environmental liabilities, risks related to natural disasters and our inability to achieve our sustainability goals; ● the expected operating performance of anticipated near-term acquisitions and descriptions relating to these expectations; ● our inability to comply with rules and regulations applicable to our Company; ● Digital Realty Trust, Inc.’s failure to maintain its status as a REIT for U.S. federal income tax purposes; ● Digital Realty Trust, L.P.’s failure to qualify as a partnership for U.S. federal income tax purposes; ● restrictions on our ability to engage in certain business activities; 47 Table of Contents Index to Financial Statements ● changes in local, state, federal and international laws and regulations, including related to taxation, real estate and zoning laws, and increases in real property tax rates; and ● the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us. The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks included in other sections of this report, including under Part I, Item 1A, Risk Factors.
Also, Digital Realty Trust, Inc. must make distributions to stockholders aggregating annually at least 90% of its REIT taxable income, excluding any net capital gains. Furthermore, we own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code, or a subsidiary REIT.
Also, Digital Realty Trust, Inc. must make distributions to stockholders aggregating annually at least 90% of its REIT taxable income, excluding any net capital gains. Furthermore, we own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code (each, a subsidiary REIT).
We cannot assure you that the operating performance of these data centers will not decline under our management. 28 Table of Contents Index to Financial Statements We may be subject to unknown or contingent liabilities related to our recent acquisitions, for which we may have no or limited recourse against the sellers.
We cannot assure you that the operating performance of these data centers will not decline under our management. 28 Table of Contents Index to Financial Statements We may be subject to unknown or contingent liabilities related to our acquisitions, for which we may have no or limited recourse against the sellers.
Investments in partnerships, joint ventures, or other entities may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that partners might become bankrupt or fail to fund their share of required capital contributions.
Investments in partnerships, joint ventures, funds or other entities may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that partners might become bankrupt or fail to fund their share of required capital contributions.
We could be held jointly and severally liable under CERCLA and various state, local and national laws for the investigation and remediation of environmental contamination on our properties caused by previous owners or operators.
We could be held jointly and severally liable under CERCLA and various state, local and national laws for the investigation and remediation of environmental contamination on our properties, including contamination caused by previous owners or operators.
Tax liabilities and attributes inherited in connection with acquisitions may adversely impact our business. From time to time, we may acquire other corporations or entities and, in connection with such acquisitions, we may succeed to the historic tax attributes and liabilities of such entities.
Tax liabilities and attributes inherited in connection with acquisitions may adversely impact our business. From time to time, we may acquire other corporations or entities and, in connection with such acquisitions, we may succeed to the tax attributes and liabilities of such entities.
See “Risks Related to Our Organizational Structure—Digital Realty Trust, Inc.’s duty to its stockholders may conflict with the interests of Digital Realty Trust, L.P.’s unitholders—Tax consequences upon sale or refinancing.” While Digital Realty Trust, Inc. has exclusive authority under Digital Realty Trust, L.P.’s limited partnership agreement to determine whether, when, and on what terms to sell a property, such decisions may require the approval of Digital Realty Trust, Inc.’s Board of Directors.
See “Risks Related to Our Organizational Structure— The interests of Digital Realty Trust, Inc.’s stockholders may conflict with the interests of Digital Realty Trust, L.P.’s unitholders—Tax consequences upon sale or refinancing.” While Digital Realty Trust, Inc. has exclusive authority under Digital Realty Trust, L.P.’s limited partnership agreement to determine whether, when, and on what terms to sell a property, such decisions may require the approval of Digital Realty Trust, Inc.’s Board of Directors.
We lease or sublease certain of our data center space from third parties and the ability to retain these leases or subleases could be a significant risk to our ongoing operations. We do not own all the buildings in our portfolio. These leased buildings accounted for approximately 14% of our total revenue for the year ended December 31, 2024.
We lease or sublease certain of our data center space from third parties and the ability to retain these leases or subleases could be a significant risk to our ongoing operations. We do not own all the buildings in our portfolio. These leased buildings accounted for approximately 14% of our total revenue for the year ended December 31, 2025.
In these events, we are not in a position to exercise sole decision-making authority regarding the properties, partnership, joint venture or other entity.
In these events, we are not in a position to exercise sole decision- making authority regarding the properties, fund, partnership, joint venture or other entity.
We are not a telecommunications carrier. Although our customers generally are responsible for providing their own network connectivity, we still depend upon the presence of telecommunications carriers’ fiber networks serving our data centers in order to attract and retain customers. We believe that the availability of carrier capacity will directly affect our ability to achieve our projected results.
Although our customers generally are responsible for providing their own network connectivity, we still depend upon the presence of telecommunications carriers’ fiber networks serving our data centers in order to attract and retain customers. We believe that the availability of carrier capacity will directly affect our ability to achieve our projected results.
While forward-looking statements reflect our good faith beliefs, they are not guaranties of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Our successful development of these projects is subject to many risks, including those associated with: ● delays in construction, or changes to the plans or specifications; ● budget overruns, increased prices for raw materials or building supplies, or lack of availability and/or increased costs for specialized data center components, including long lead time items such as generators; ● construction site accidents and other casualties; ● financing availability, including our ability to obtain construction financing and permanent financing, or increases in interest rates or credit spreads; ● labor availability, costs, disputes and work stoppages with contractors, subcontractors or others that are constructing the project; ● failure of contractors to perform on a timely basis or at all, or other misconduct on the part of contractors; ● access to sufficient power and related costs of providing such power to our customers; ● environmental issues; ● supply chain constraints; ● fire, flooding, earthquakes and other natural disasters; ● pandemics; ● geological, construction, excavation and equipment problems; and ● delays or denials of entitlements or permits, including zoning and related permits, or other delays resulting from requirements of public agencies and utility companies. In addition, while we intend to develop data centers primarily in metropolitan areas we are familiar with, we may in the future develop data centers in new geographic regions where we expect the development to result in favorable risk-adjusted returns on our investment.
Our successful development of these projects is subject to many risks, including those associated with: ● delays in construction, or changes to the plans or specifications; ● budget overruns, increased prices for raw materials or building supplies, or lack of availability and/or increased costs for specialized data center components, including long lead time items such as generators; ● construction site accidents and other casualties; ● financing availability, including our ability to obtain construction financing and permanent financing, or increases in interest rates or credit spreads; ● labor availability, costs, disputes and work stoppages with contractors, subcontractors or others that are constructing the project; ● failure of contractors to perform on a timely basis or at all, or other misconduct on the part of contractors; ● access to sufficient power and related costs of providing such power to our customers; ● environmental issues; ● supply chain constraints; ● fire, flooding, earthquakes and other natural disasters; ● epidemics, pandemics and other outbreaks; ● geological, construction, excavation and equipment problems; and ● delays or denials of entitlements or permits, including zoning and related permits, or other delays resulting from requirements of public agencies and utility companies, public or government opposition, or other third-party challenges. In addition, while we intend to develop data centers primarily in metropolitan areas we are familiar with, we may in the future develop data centers in new geographic regions where we expect the development to result in favorable risk-adjusted returns on our investment.
We currently, and may in the future, co-invest with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property or portfolio of properties, partnership, joint venture or other entity.
We currently, and may in the future, co-invest with third parties through partnerships, joint ventures, funds or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property or portfolio of properties, partnership, joint venture, fund or other entity.
Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results. 14 Table of Contents Index to Financial Statements Risk Related to Our Business and Operations ● Our business depends upon the demand for data centers. ● We depend upon third-party suppliers for power and we are vulnerable to service failures and price increases by such suppliers and to volatility in the supply and price of power in the open market. ● We face significant competition, which may adversely affect the occupancy and rental rates of our data centers. ● Any failure of our physical or information technology or operational technology infrastructure or services could lead to significant costs and disruptions. ● We and our third-party providers are vulnerable to cyberattacks and security breaches that could materially disrupt or compromise our operations, data and results. ● We depend on significant customers, and many of our data centers are single-tenant properties or are currently occupied by single tenants. ● Failure to attract, grow and retain a diverse and balanced customer base, including key magnet customers, could harm our business and operating results. ● Our contracts with our customers could subject us to significant liability. ● Certain of our customer agreements may include restrictions on the sale of our properties to certain third parties, which could have a material adverse effect on us. ● Our data centers may not be suitable for re-leasing without significant expenditures or renovations. ● We may be unable to lease vacant or development space, renew leases, or re-lease space as leases expire. ● Even if we have additional space available for lease at any one of our data centers, our ability to lease this space to existing or new customers could be constrained by our ability to provide sufficient electrical power. ● Our portfolio depends upon local economic conditions and is geographically concentrated in certain locations. ● Our business and operations, and our customers, suppliers and business partners may be adversely affected by epidemics, pandemics or other outbreaks. ● We lease or sublease certain of our data center space from third parties and the ability to retain these leases or subleases could be a significant risk to our ongoing operations. ● We and our customers may experience supply chain or procurement disruptions, or increased supply chain costs, which may lead to delays. ● We may not be able to adapt to changing technologies and customer requirements, and our data center infrastructure may become obsolete. ● We depend on third parties to provide network connectivity to the customers in our data centers and any delays or disruptions in connectivity may materially adversely affect our operating results and cash flow. ● Our international activities, including acquisition, ownership and operation of data centers located outside of the United States, subject us to risks different than those we face in the United States and we may not be able to effectively manage our international business. ● Our recent acquisitions may not achieve the intended benefits or may disrupt our plans and operations. ● We may be subject to unknown or contingent liabilities related to our recent acquisitions, for which we may have no or limited recourse against the sellers. ● Joint venture (JV) investments could be adversely affected by our lack of sole decision-making authority, our reliance on our JV partners’ financial condition and disputes between us and our JV partners. ● Any delays or unexpected costs in the development of our existing space and developable land and new properties acquired for development may delay and harm our growth prospects, future operating results and financial condition. ● Many of our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs, could be adversely impacted by periods of heightened inflation. ● We have substantial debt and face risks associated with the use of debt to fund our business activities, including refinancing and interest rate risks. ● Our growth depends on external sources of capital which are outside of our control. ● Declining real estate valuations, impairment charges and illiquidity of real estate investments could adversely affect our earnings and financial condition. ● Our success depends on key personnel whose continued service is not guaranteed. ● We may have difficulty managing our growth. 15 Table of Contents Index to Financial Statements ● Potential losses may not be covered by insurance. ● We could incur significant costs related to environmental matters, including from government regulation, private litigation, and existing conditions at some of our properties. ● We may incur significant costs complying with applicable laws and governmental regulations, including the Americans with Disabilities Act. ● Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting. Risks Related to the Organizational Structure ● The interests of Digital Realty Trust, Inc.’s stockholders may conflict with the interests of Digital Realty Trust, L.P.’s unitholders. ● Digital Realty Trust, Inc.’s charter, Digital Realty Trust, L.P.’s partnership agreement and Maryland law contain provisions that may delay, defer or prevent a change of control transaction. ● The conversion rights of Digital Realty Trust, Inc.’s preferred stock may be detrimental to holders of Digital Realty Trust, Inc.’s common stock. ● Digital Realty Trust, Inc.’s rights and the rights of its stockholders to take action against its directors and officers are limited. Risks Related to Taxes and Digital Realty Trust, Inc.’s Status as a REIT ● Failure to qualify as a REIT would have significant adverse consequences to Digital Realty Trust, Inc. and its stockholders and to Digital Realty Trust, L.P. and its unitholders. ● In certain circumstances, Digital Realty Trust, Inc. may be subject to federal and state taxes as a REIT, which would reduce its cash available for distribution to its stockholders. ● Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. ● The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes. ● Complying with REIT requirements may cause us to forgo otherwise attractive opportunities or liquidate otherwise attractive investments. ● The power of Digital Realty Trust, Inc.’s Board of Directors to revoke Digital Realty Trust, Inc.’s REIT election without stockholder approval may cause adverse consequences to Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders. ● If Digital Realty Trust, L.P. were to fail to qualify as a partnership for U.S. federal income tax purposes, Digital Realty Trust, Inc. would fail to qualify as a REIT and suffer other adverse consequences. ● Tax liabilities and attributes inherited in connection with acquisitions may adversely impact our business. ● Changes in U.S. or foreign tax laws and regulations, including changes to tax rates, legislation and other actions may adversely affect our results of operations, our stockholders, Digital Realty Trust, L.P.’s unitholders and us. Risks Related to Our Business and Operations Our business depends upon the demand for data centers.
Risk Related to Our Business and Operations ● Our business depends upon the demand for data centers. 14 Table of Contents Index to Financial Statements ● We depend upon third-party suppliers for power and we are vulnerable to service failures and price increases by such suppliers and to volatility in the supply and price of power in the open market. ● We face significant competition, which may adversely affect the occupancy and rental rates of our data centers. ● Any failure of our physical or information technology or operational technology infrastructure or services could lead to significant costs and disruptions. ● We and our third-party providers are vulnerable to cyberattacks and security breaches that could materially disrupt or compromise our operations, data and results. ● We depend on significant customers, and many of our data centers are single-tenant properties or are currently occupied by single tenants. ● Failure to attract, grow and retain a diverse and balanced customer base, including key magnet customers, could harm our business and operating results. ● Our contracts with our customers could subject us to significant liability. ● Certain of our customer agreements may include restrictions on the sale of our properties to certain third parties, which could have a material adverse effect on us. ● Our data centers may not be suitable for re-leasing without significant expenditures or renovations. ● We may be unable to lease vacant or development space, renew leases, or re-lease space as leases expire. ● Even if we have additional space available for lease at any one of our data centers, our ability to lease this space to existing or new customers could be constrained by our ability to provide sufficient electrical power. ● Our portfolio depends upon local economic conditions and is geographically concentrated in certain locations. ● Our business and operations, and our customers, suppliers and business partners may be adversely affected by epidemics, pandemics or other outbreaks. ● We lease or sublease certain of our data center space from third parties and the ability to retain these leases or subleases could be a significant risk to our ongoing operations. ● We and our customers may experience supply chain or procurement disruptions, or increased supply chain costs, which may lead to delays. ● We may not be able to adapt to changing technologies and customer requirements, and our data center infrastructure may become obsolete. ● We depend on third parties to provide network connectivity to the customers in our data centers and any delays or disruptions in connectivity may materially adversely affect our operating results and cash flow. ● Our international activities, including acquisition, ownership and operation of data centers located outside of the United States, subject us to risks different than those we face in the United States and we may not be able to effectively manage our international business. ● Our acquisitions may not achieve the intended benefits or may disrupt our plans and operations. ● We may be subject to unknown or contingent liabilities related to our acquisitions, for which we may have no or limited recourse against the sellers. ● Joint venture (JV), fund and other investments could be adversely affected by our lack of sole decision-making authority, our reliance on our JV partners’ financial condition and disputes between us and our partners. ● Any delays or unexpected costs in the development of our existing space and developable land and new properties acquired for development may delay and harm our growth prospects, future operating results and financial condition. ● Many of our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs, could be adversely impacted by periods of heightened inflation. ● We have substantial debt and face risks associated with the use of debt to fund our business activities, including refinancing and interest rate risks. ● Our growth depends on external sources of capital which are outside of our control. ● Declining real estate valuations, impairment charges and illiquidity of real estate investments could adversely affect our earnings and financial condition. ● Our success depends on key personnel whose continued service is not guaranteed. ● As artificial intelligence becomes more prevalent in the workplace, it may present new considerations that could affect our business and operating results. ● We may have difficulty managing our growth. ● Potential losses may not be covered by insurance. 15 Table of Contents Index to Financial Statements ● We could incur significant costs related to environmental matters, including from government regulation, private litigation, and existing conditions at some of our properties. ● We may incur significant costs complying with applicable laws and governmental regulations, including the Americans with Disabilities Act. ● Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting. ● Volatility in market and economic conditions may impact the accuracy of the various estimates used in the preparation of our financial statements and footnotes to the financial statements. Risks Related to the Organizational Structure ● The interests of Digital Realty Trust, Inc.’s stockholders may conflict with the interests of Digital Realty Trust, L.P.’s unitholders. ● Digital Realty Trust, Inc.’s charter, Digital Realty Trust, L.P.’s partnership agreement and Maryland law contain provisions that may delay, defer or prevent a change of control transaction. ● The conversion rights of Digital Realty Trust, Inc.’s preferred stock may be detrimental to holders of Digital Realty Trust, Inc.’s common stock. ● Digital Realty Trust, Inc.’s rights and the rights of its stockholders to take action against its directors and officers are limited. Risks Related to Taxes and Digital Realty Trust, Inc.’s Status as a REIT ● Failure to qualify as a REIT would have significant adverse consequences to Digital Realty Trust, Inc. and its stockholders and to Digital Realty Trust, L.P. and its unitholders. ● Even if Digital Realty Trust, Inc. qualifies as a REIT, it may be subject to federal and state taxes in certain circumstances and its foreign properties and companies are subject to foreign taxes, which would reduce its cash available for distribution to its stockholders. ● Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. ● The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes. ● Complying with REIT requirements may cause us to forgo otherwise attractive opportunities or liquidate otherwise attractive investments. ● The power of Digital Realty Trust, Inc.’s Board of Directors to revoke Digital Realty Trust, Inc.’s REIT election without stockholder approval may cause adverse consequences to Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders. ● If Digital Realty Trust, L.P. were to fail to qualify as a partnership for U.S. federal income tax purposes, Digital Realty Trust, Inc. would fail to qualify as a REIT and suffer other adverse consequences. ● Tax liabilities and attributes inherited in connection with acquisitions may adversely impact our business. ● Changes in U.S. or foreign tax laws and regulations, including changes to tax rates, legislation and other actions may adversely affect our results of operations, our stockholders, Digital Realty Trust, L.P.’s unitholders and us. 16 Table of Contents Index to Financial Statements Risks Related to Our Business and Operations Our business depends upon the demand for data centers.
There can also be no assurance that our cybersecurity risk management processes will be fully implemented as currently anticipated, complied with or effective in protecting our or our customers’ Information Systems and data, particularly because threat actors are increasingly sophisticated and using tools such as artificial intelligence that circumvent controls and evade detection, making mitigation and recovery challenging and uncertain.
There can also be no assurance that our cybersecurity risk management processes will be fully implemented as currently anticipated, complied with or effective in protecting our or our customers’ Information Systems and data, particularly because threat actors are increasingly sophisticated and using tools such as AI that circumvent controls and evade detection, making detection, mitigation and recovery challenging and uncertain.
As of February 18, 2025, we had approximately $3.3 billion available under the Global Revolving Credit Facility, net of outstanding letters of credit. 31 Table of Contents Index to Financial Statements Our substantial indebtedness currently requires us to dedicate a significant portion of our cash flow from operations to debt service payments, which reduces the availability of our cash flow to fund working capital, capital expenditures, expansion efforts, distributions and other general corporate purposes.
As of February 9, 2026, we had approximately $3.3 billion available under the Global Revolving Credit Facility, net of outstanding letters of credit. 31 Table of Contents Index to Financial Statements Our substantial indebtedness currently requires us to dedicate a significant portion of our cash flow from operations to debt service payments, which reduces the availability of our cash flow to fund working capital, capital expenditures, expansion efforts, distributions and other general corporate purposes.
Any such material loss of customers, liability or additional costs could adversely affect our business, financial condition and results of operations. 22 Table of Contents Index to Financial Statements Our portfolio depends upon local economic conditions and is geographically concentrated in certain locations. Our portfolio is located in 60 metropolitan areas.
Any such material loss of customers, liability or additional costs could adversely affect our business, financial condition and results of operations. 22 Table of Contents Index to Financial Statements Our portfolio depends upon local economic conditions and is geographically concentrated in certain locations. Our portfolio is located in over 50 metropolitan areas.
Joint venture (JV) investments could be adversely affected by our lack of sole decision-making authority, our reliance on our JV partners’ financial condition and disputes between us and our JV partners.
Joint venture (JV), fund and other investments could be adversely affected by our lack of sole decision-making authority, our reliance on our JV partners’ financial condition and disputes between us and our partners.
At December 31, 2024, we had approximately 8.9 million square feet of space under active development and approximately 4.7 million square feet of space held for future development. We have built and may continue to build out a large portion of this space on a speculative basis at significant cost.
At December 31, 2025, we had approximately 9.7 million square feet of space under active development and approximately 4.7 million square feet of space held for future development. We have built and may continue to build out a large portion of this space on a speculative basis at significant cost.
The change of control conversion features of the series J preferred stock, series K preferred stock and series L preferred stock may have the effect of discouraging a third party from making an acquisition proposal for our Company or of delaying, deferring or preventing certain change of control transactions of our Company under circumstances that otherwise could provide the holders of our common stock, series J preferred stock, series K preferred stock and series L preferred stock with the opportunity to realize a premium over the then-current market price or that stockholders may otherwise believe is in their best interests.
The change of control conversion features of the series J preferred stock, series K preferred stock and series L preferred stock may have the effect of discouraging a third party from making an acquisition proposal for our Company or of delaying, deferring or preventing certain change of control transactions of our Company under circumstances that otherwise could provide the holders of Digital Realty Trust, Inc.’s common stock, series J preferred stock, series K preferred stock and series L preferred stock with the opportunity to realize a premium over the then-current market price or that stockholders may otherwise believe is in their best interests.
Our revenue and cash available for distribution could be materially adversely affected if any of our significant customers were to become bankrupt or insolvent, suffer a downturn in their businesses, fail to renew their contracts or renew on terms less favorable to us than their current terms. As of February 18, 2025, we had no material customers in bankruptcy.
Our revenue and cash available for distribution could be materially adversely affected if any of our significant customers were to become bankrupt or insolvent, suffer a downturn in their businesses, fail to renew their contracts or renew on terms less favorable to us than their current terms. As of February 9, 2026, we had no material customers in bankruptcy.
If we are not able to complete development in a timely manner or successfully lease the space that we develop, if development costs are higher than we currently estimate, or if rental rates are lower than expected when we began the project or are otherwise undesirable, our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely affected.
If we are not able to complete development in a timely manner or successfully lease the space that we develop, if development costs are higher than we currently estimate, or if rental rates are lower than expected when we began the project or are otherwise undesirable, our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely 21 Table of Contents Index to Financial Statements affected.
We may face higher costs from any laws requiring enhanced energy efficiency measures, changes to cooling systems, caps on energy usage, land use restrictions, limitations on back-up power sources, or other environmental requirements. Moratoria on data center construction could hinder our ability to construct new data centers.
We may face higher costs from any laws requiring enhanced energy efficiency measures, changes to cooling systems, caps on energy usage, land use restrictions, limitations on back-up power sources, or other environmental requirements. Moratoria on data center construction could hinder our ability to upgrade, expand or rebuild existing data centers or construct new data centers.
We have the ability from time to time to increase the size of the Global Revolving Credit Facility by up to $1.8 billion, subject to receipt of lender commitments and other conditions precedent. At December 31, 2024, approximately $2.8 billion was available under this facility, net of outstanding letters of credit.
We have the ability from time to time to increase the size of the Global Revolving Credit Facility by up to $1.8 billion, subject to receipt of lender commitments and other conditions precedent. At December 31, 2025, approximately $3.3 billion was available under this facility, net of outstanding letters of credit.
Our joint venture partners may take actions that are not within our control, which would require us to dispose of the joint venture asset or transfer it to a taxable REIT subsidiary in order for Digital Realty Trust, Inc. to maintain its status as a REIT.
Our partners may also take actions that are not within our control, which would require us to dispose of the investment asset or transfer it to a taxable REIT subsidiary in order for Digital Realty Trust, Inc. to maintain its status as a REIT.
If the amount of power available to us is inadequate to support our customer requirements, we may be unable to satisfy our obligations to our customers or grow our business. In addition, our data centers may be susceptible to power shortages and planned or unplanned outages caused by these shortages.
If the amount of power available to us is inadequate to support our customer requirements, we may be unable to satisfy our obligations to our customers or grow our business. In addition, our data centers may be susceptible to power shortages and planned or unplanned outages caused by these shortages or load-shedding requirements by governmental or quasi-governmental entities.
As a result of all these factors, Digital Realty Trust, Inc.’s failure to qualify as a REIT could impair our ability to expand our business and raise capital, and could materially adversely affect the value of Digital Realty Trust, Inc.’s stock and Digital Realty Trust, L.P.’s units. 43 Table of Contents Index to Financial Statements In certain circumstances, Digital Realty Trust, Inc. may be subject to federal and state taxes as a REIT, which would reduce its cash available for distribution to its stockholders.
As a result of all these factors, Digital Realty Trust, Inc.’s failure to qualify as a REIT could impair our ability to expand our business and raise capital, and could materially adversely affect the value of Digital Realty Trust, Inc.’s stock and Digital Realty Trust, L.P.’s units. 43 Table of Contents Index to Financial Statements Even if Digital Realty Trust, Inc. qualifies as a REIT, it may be subject to federal and state taxes in certain circumstances and its foreign properties and companies are subject to foreign taxes, which would reduce its cash available for distribution to its stockholders.
Even if Digital Realty Trust, Inc. qualifies as a REIT for U.S. federal income tax purposes, it may be subject to some federal, state and local taxes on its income or property and, in certain cases, a 100% penalty tax, in the event it sells property as a dealer.
However, even if Digital Realty Trust, Inc. qualifies as a REIT, it may be subject to some federal, state and local taxes on its income or property and, in certain cases, a 100% penalty tax, in the event it sells property as a dealer.
As of December 31, 2024, our portfolio, including the 78 data centers held as investments in unconsolidated entities, was geographically concentrated in the following metropolitan areas: Percentage of December 31, 2024 Metropolitan Area Total annualized rent (1) Northern Virginia 19.6 % Chicago 7.7 % Frankfurt 5.9 % Dallas 5.3 % London 5.0 % Singapore 4.6 % New York 4.4 % Amsterdam 4.0 % Silicon Valley 4.0 % Sao Paulo 3.9 % Portland 3.4 % Johannesburg 3.2 % Paris 2.9 % Tokyo 2.0 % Phoenix 1.7 % Other 22.4 % Total 100.0 % (1) Annualized rent is monthly contractual rent (defined as cash base rent before abatements) under existing leases as of December 31, 2024 multiplied by 12.
As of December 31, 2025, our portfolio, including the 89 data centers held as investments in unconsolidated entities, was geographically concentrated in the following metropolitan areas: Percentage of December 31, 2025 Metropolitan Area Total annualized rent (1) Northern Virginia 21.4 % Chicago 7.1 % Frankfurt 6.1 % London 4.5 % Singapore 4.5 % Dallas 4.3 % Paris 4.1 % Amsterdam 4.1 % New York 4.0 % Sao Paulo 3.8 % Johannesburg 3.5 % Silicon Valley 3.5 % Portland 3.0 % Tokyo 2.3 % Zurich 1.7 % Other 22.1 % Total 100.0 % (1) Annualized rent is monthly contractual rent (defined as cash base rent before abatements) under existing leases as of December 31, 2025 multiplied by 12.
Risks related to epidemics, pandemics or other outbreaks of an illness, disease or virus could also lead to the complete or partial closure of one or more of our offices or properties or our 23 Table of Contents Index to Financial Statements customers’, suppliers’ or business partners’ businesses, or otherwise result in significant disruptions to our business and operations or theirs.
Risks related to epidemics, pandemics or other outbreaks of an illness, disease or virus could also lead to the complete or partial closure of one or more of our offices or properties or our customers’, suppliers’ or business partners’ businesses, or otherwise result in significant disruptions to our business and operations or theirs.
If our competitors offer space that our customers or potential customers perceive to be superior to ours based on factors such as available power, security, location, or connectivity, or if they offer rental rates below current market rates, or below the rental rates we are offering, we may lose customers or potential customers or be required to incur costs to 17 Table of Contents Index to Financial Statements improve our data centers or reduce our rental rates.
If our competitors offer space that our customers or potential customers perceive to be superior to ours based on factors such as available power, security, location, or connectivity, or if they offer rental rates below current market rates, or below the rental rates we are offering, we may lose customers or potential customers or be required to incur costs to improve our data centers or reduce our rental rates.
As of December 31, 2024, the 20 largest customers in our portfolio represented approximately 51% of the total annualized recurring revenue generated by our properties. Our top three customers represented approximately 23% of the total annualized recurring revenue generated by our properties as of December 31, 2024.
As of December 31, 2025, the 20 largest customers in our portfolio represented approximately 51% of the total annualized recurring revenue generated by our properties. Our top three customers represented approximately 26% of the total annualized recurring revenue generated by our properties as of December 31, 2025.
Includes consolidated portfolio and unconsolidated entities at the entities’ 100% ownership level. The aggregate amount of abatements for the year ended December 31, 2024 was approximately $44.3 million. Some of these areas have experienced downturns in recent years.
Includes consolidated portfolio and unconsolidated entities at the entities’ 100% ownership level. The aggregate amount of abatements for the year ended December 31, 2025 was approximately $35.6 million. Some of these areas have experienced downturns in recent years.
Epidemics, pandemics or other outbreaks of an illness, disease or virus that affect countries or regions in which we or our customers, suppliers or business partners operate, and actions taken to contain or prevent their further spread, may have a material and adverse impact on general commercial activity and on our financial condition, results of operations, liquidity and creditworthiness.
Our business and operations, and our customers, suppliers and business partners may be adversely affected by epidemics, pandemics or other outbreaks. 23 Table of Contents Index to Financial Statements Epidemics, pandemics or other outbreaks of an illness, disease or virus that affect countries or regions in which we or our customers, suppliers or business partners operate, and actions taken to contain or prevent their further spread, may have a material and adverse impact on general commercial activity and on our financial condition, results of operations, liquidity and creditworthiness.
However, the full extent and impact of global 24 Table of Contents Index to Financial Statements supply chain constraints on our future supply chain and procurement process cannot be reasonably estimated at this time and it could have a material adverse impact on our business and financial condition.
However, the full extent and impact of global supply chain constraints on our future supply chain and procurement process cannot be reasonably estimated at this time and it could have a material adverse impact on our business and financial condition.
We are continuing to evaluate the impacts of these developments in the jurisdictions in which we operate, including our qualification for certain exceptions to the application of these rules. 45 Table of Contents Index to Financial Statements Additionally, each of our properties is subject to real property and personal property taxes.
We are continuing to evaluate the impacts of these developments in the jurisdictions in which we operate, including our qualification for certain exceptions to the application of these rules. Additionally, each of our properties is subject to real property and personal property taxes.
We have a Global Revolving Credit Facility and the Yen Revolving Credit Facility, which provide for borrowings of up to $4.4 billion (including approximately $0.3 billion available to be drawn on the Yen Revolving Credit Facility) based on currency commitments and foreign exchange rates as of December 31, 2024.
We have a Global Revolving Credit Facility and the Yen Revolving Credit Facility, which provide for borrowings of up to $4.5 billion (including approximately $0.3 billion under the Yen Revolving Credit Facility) based on currency commitments and foreign exchange rates as of December 31, 2025.
In addition, our power and cooling systems are difficult and expensive to upgrade, especially as we design our data centers to the specifications of new and evolving technologies, such as Artificial Intelligence (“AI”), which are more power-intensive.
In addition, our power and cooling systems are difficult and expensive to upgrade or expand, especially as we design our data centers to the specifications of new and evolving technologies, such as AI, which are more power-intensive.
Upon the occurrence of specified change of control transactions, holders of our series J preferred stock, series K preferred stock and series L preferred stock will have the right (unless, prior to the change of control conversion date, we have provided or provide notice of our election to redeem such preferred stock) to convert some or all of their series J preferred stock, series K preferred stock or series L preferred stock, as applicable, into shares of our common stock (or equivalent value of alternative consideration), subject to caps set forth in the articles supplementary governing the applicable series of preferred stock.
Upon the occurrence of specified change of control transactions, holders of Digital Realty Trust, Inc.’s series J preferred stock, series K preferred stock and series L preferred stock will have the right (unless, prior to the change of control conversion date, Digital Realty Trust, Inc. has provided or provides notice of its election to redeem such preferred stock) to convert some or all of their series J preferred stock, series K preferred stock or series L preferred stock, as applicable, into shares of Digital Realty Trust, Inc.’s common stock (or equivalent value of alternative consideration), subject to caps set forth in the articles supplementary governing the applicable series of preferred stock.
Approximately 91% of our total indebtedness as of December 31, 2024 was subject to fixed interest rates or variable rates subject to interest rate swaps.
Approximately 92% of our total indebtedness as of December 31, 2025 was subject to fixed interest rates or variable rates subject to interest rate swaps.
We may also engage in direct hedging activities to mitigate the risks of exchange rate fluctuations in a manner consistent with our qualification as a REIT, although we cannot assure you that we will be able to do so or that this will be effective. 26 Table of Contents Index to Financial Statements Our foreign operations involve additional risks not generally associated with or different from operations in the United States, including: ● our limited knowledge of and relationships with sellers, customers, contractors, suppliers or other parties in these metropolitan areas; ● complexity and costs associated with managing international development and operations; ● difficulty in hiring qualified management, sales and construction personnel and service providers in a timely fashion; ● the adoption and expansion of trade restrictions or tariffs or the occurrence of trade wars; ● differing employment practices and labor issues, including related to works councils, employee committees, labor unions and collective rights of action; ● multiple, conflicting and changing legal, regulatory, entitlement and permitting, and tax and treaty environments; ● unexpected changes in political environments, such as the United Kingdom’s withdrawal from the European Union; ● exposure to increased taxation, confiscation or expropriation; ● currency transfer restrictions and limitations on our ability to distribute cash earned in foreign jurisdictions to the United States; ● difficulty in enforcing agreements in non-U.S. jurisdictions, including those entered into in connection with our acquisitions or in the event of a default by one or more of our customers, suppliers or contractors; ● local business and cultural factors; ● geographic, political and economic instability, including sovereign credit risk and rapid and unpredictable changes in economic policy and regulatory environments, in certain geographic regions and emerging markets; and ● risks related to bribery and corruption. The likelihood of such occurrences and their potential effect on us vary from country to country and are unpredictable.
Our foreign operations involve additional risks not generally associated with or different from operations in the United States, including: ● our limited knowledge of and relationships with sellers, customers, contractors, suppliers or other parties in these metropolitan areas; ● complexity and costs associated with managing international development and operations; ● difficulty in hiring qualified management, sales and construction personnel and service providers in a timely fashion; ● the adoption and expansion of trade restrictions or tariffs or the occurrence of trade wars; ● differing employment practices and labor issues, including related to works councils, employee committees, labor unions and collective rights of action; ● multiple, conflicting and changing legal, regulatory, entitlement and permitting, and tax and treaty environments; ● unexpected changes in political environments, such as the United Kingdom’s withdrawal from the European Union; ● exposure to increased taxation, confiscation or expropriation; ● currency transfer restrictions and limitations on our ability to distribute cash earned in foreign jurisdictions to the United States; ● difficulty in enforcing agreements in non-U.S. jurisdictions, including those entered into in connection with our acquisitions or in the event of a default by one or more of our customers, suppliers or contractors; ● local business and cultural factors; ● geographic, political and economic instability, including sovereign credit risk and rapid and unpredictable changes in economic policy and regulatory environments, in certain geographic regions and emerging markets; and ● risks related to bribery and corruption. The likelihood of such occurrences and their potential effect on us vary from country to country and are unpredictable.
We cannot predict how changes in the tax laws might affect our investors and us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and adversely affect Digital Realty Trust, Inc.’s ability to qualify as a REIT, the U.S. federal income tax consequences of such qualification, or the U.S. federal income tax consequences of an investment in us.
New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and adversely affect Digital Realty Trust, Inc.’s ability to qualify as a REIT, the U.S. federal income tax consequences of such qualification, or the U.S. federal income tax consequences of an investment in us.
In the event that the market price for energy decreases, we may be required to pay more under the power purchase agreements than we would otherwise if we were to purchase environmental attribute certificate on the open market, which could adversely affect our results of operations.
In the event that the market price for energy and/or environmental attribute certificates decreases, we may be required to pay more than we would otherwise if we were to purchase them on the open market, which could adversely affect our results of operations.
U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (i.e., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 2026.
U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (i.e., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT.
Our total consolidated indebtedness at December 31, 2024 was approximately $16.8 billion, and we may incur significant additional debt to finance future acquisition, investment and development activities.
Our total consolidated indebtedness at December 31, 2025 was approximately $18.6 billion, and we may incur significant additional debt to finance future acquisition, investment and development activities.
In addition, 31 of our 308 data centers are occupied by single customers, including data centers occupied solely by our top three customers.
In addition, 20 of our 310 data centers are occupied by single customers, including data centers occupied solely by our top three customers.
Such investments may also lead to impasses, for example, as to whether to sell a property, because neither we nor our partner would have full control over the partnership or joint venture.
Such investments may also lead to impasses, for example, as to whether to sell a property, because neither we nor our partners would have full control over the investment vehicle.
Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, also may materially adversely affect our business, financial condition, and results of operations.
Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, also may materially adversely affect our business, financial condition, and results of operations. Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results.
Regulators around the world are increasingly focusing on, and investigating, cybersecurity matters. For example, as we disclosed in our Quarterly Report on Form 10-Q filed on November 9, 2023, the Division of Enforcement of the U.S.
Regulators around the world are increasingly focusing on, and investigating, cybersecurity matters. For example, as we most recently disclosed in our Quarterly Report on Form 10-Q filed on October 31, 2025, we cooperated with the Division of Enforcement of the U.S.
In addition, the price of these fuels and the total cost of delivered electricity could increase as a result of: regulations intended to regulate carbon emissions and other pollutants, ratepayer surcharges related to recovering the cost of extreme weather events and natural disasters, geopolitical conflicts, military conflicts, grid modernization charges, renewable energy adoption, as well as other charges borne by ratepayers.
In addition, the price of these fuels and the total cost of delivered electricity could increase as a result of: grid modernization charges, ratepayer surcharges related to recovering the cost of extreme weather events and natural disasters, increased demand from utilities from credit support and other obligations, minimum demand charges, geopolitical conflicts, military conflicts, energy market structure and/or regulatory changes, the adoption of modified and/or new energy tariffs, regulations intended to regulate carbon emissions and other pollutants, renewable energy adoption, and other obligations, as well as by the addition of other charges borne by ratepayers.
We may fail to provide such services because our operations are vulnerable to, among other things, mechanical or telecommunications failure, power outage, human error, physical or electronic security breaches, cyberattacks, war, terrorism, fire, earthquake, pandemics, hurricane, flood and other natural disasters, sabotage and vandalism. Substantially all of our customer agreements include terms requiring us to meet certain service level commitments.
We may fail to provide such services because our operations are vulnerable to, among other things, mechanical or telecommunications failure, power outage, human error, physical or electronic security breaches, cyberattacks, war, terrorism, fire, earthquake, pandemics, hurricane, flood and other natural disasters, sabotage and vandalism.
In addition, as of December 31, 2024, customer agreements representing 23.3% of the square footage of the properties in 21 Table of Contents Index to Financial Statements our portfolio, excluding month-to-month leases and space held for development, were scheduled to expire through 2026, and an additional 17.2% of the net rentable square footage, excluding space held for development, was available to be leased.
In addition, as of December 31, 2025, customer agreements representing 23.3% of the square footage of the properties in our portfolio, excluding month-to-month leases and space held for development, were scheduled to expire through 2027, and an additional 16.8% of the net rentable square footage, excluding space held for development, was available to be leased.
Federal policies and recent global events, such as the rising price of oil and the conflict between Russia and Ukraine, may have exacerbated, and may continue to exacerbate, inflation and increases in the consumer price index. 30 Table of Contents Index to Financial Statements A sustained or further increase in inflation could have an adverse impact on our operating expenses incurred in connection with, among others, the property-related contracted services such as repairs and maintenance, utilities, security and insurance.
Many of our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs, could be adversely impacted by periods of heightened inflation. Federal policies, including the imposition of tariffs and the adoption of reciprocal tariffs by affected countries, and recent global events, such as the rising price of oil and the conflict between Russia and Ukraine, may have exacerbated, and may continue to exacerbate, inflation and increases in the consumer price index. 30 Table of Contents Index to Financial Statements A sustained or further increase in inflation could have an adverse impact on our operating expenses incurred in connection with, among others, the property-related contracted services such as repairs and maintenance, utilities, security and insurance.
We rely on third parties to provide the equipment, materials and services needed for our construction and development needs.
The development of our data centers requires the timely delivery of required equipment and materials. We rely on third parties to provide the equipment, materials and services needed for our construction and development needs.
We regularly experience cyberattacks and security incidents, and we expect such attacks and incidents to continue in the future. For example, we have experienced, and may in the future experience, sophisticated social engineering/phishing attacks that involve unauthorized access to our information.
We are subject to ongoing cyberattacks and other security incidents, including attempts to gain unauthorized access to our systems, and we expect such attempts to continue. For example, we have experienced, and are likely in the future to experience, sophisticated social engineering/phishing attacks that involve unauthorized access to our information.
For these reasons, any lease that cannot be renewed could adversely affect our business, financial condition and results of operations. We and our customers may experience supply chain or procurement disruptions, or increased supply chain costs, which may lead to delays. The development of our data centers requires the timely delivery of required equipment and materials.
For these reasons, any lease that cannot be renewed could adversely affect our business, financial condition and results of operations. 24 Table of Contents Index to Financial Statements We and our customers may experience supply chain or procurement disruptions, or increased supply chain costs, which may lead to delays.
Disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our management from focusing their time and effort on our day-to-day business. Consequently, actions by or disputes with our partners may subject properties owned by the partnership or joint venture to additional risk.
Disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our management from focusing their time and effort on our day-to-day business.
The combination of two independent businesses can be a complex, costly and time-consuming process, which requires significant time and focus from our management team and may divert attention from the day-to-day operations of our business.
Acquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of the transaction. The combination of two independent businesses can be a complex, costly and time-consuming process, which requires significant time and focus from our management team and may divert attention from the day-to-day operations of our business.
The ownership and operation of data centers located outside of the United States subject us to risks from fluctuations in exchange rates between foreign currencies and the U.S. dollar.
We have acquired and developed, and may continue to acquire and develop, and operate data centers outside the United States. 26 Table of Contents Index to Financial Statements The ownership and operation of data centers located outside of the United States subject us to risks from fluctuations in exchange rates between foreign currencies and the U.S. dollar.
You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and that we may not be able to realize.
You can also identify forward-looking statements by discussions of strategy, plans or intentions. 46 Table of Contents Index to Financial Statements Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events.
If any of our key customers were to do so, it could result in a loss of business to us or put pressure on our pricing.
If any of our key customers were to do so, it could result in a loss of business to us or put pressure on our pricing. Mergers or consolidations of technology companies could reduce further the number of our customers and potential customers and make us more dependent on a more limited number of customers.
As a result, if we acquire a C corporation, we must distribute the corporation’s earnings and profits accumulated prior to the acquisition before the end of the taxable year in which we acquire the corporation. We also could be required to pay the acquired entity’s unpaid taxes even though such liabilities arose prior to the time we acquired the entity.
As a result, if we acquire a C corporation, we must distribute the corporation’s earnings and profits accumulated prior to the acquisition before the end of the taxable year in which we acquire the corporation.
For the same reason, our properties also may not be suitable for leasing to traditional office customers without significant expenditures or renovations. As a result, we may be required to invest significant amounts or offer significant discounts to customers in order to lease or re-lease that space, either of which could adversely affect our financial and operating results.
As a result, we may be required to invest significant amounts or offer significant discounts to customers in order to lease or re-lease that space, either of which could adversely affect our financial and operating results. We may be unable to lease vacant or development space, renew leases, or re-lease space as leases expire.
Our inability to overcome these risks could adversely affect our international activities, including our foreign operations and could harm our business and results of operations. 27 Table of Contents Index to Financial Statements Our recent acquisitions may not achieve the intended benefits or may disrupt our plans and operations.
Our inability to overcome these risks could adversely affect our international activities, including our foreign operations and could harm our business and results of operations. Our acquisitions may not achieve the intended benefits or may disrupt our plans and operations. We have in the past and may continue in the future to acquire businesses as part of our growth strategy.
We may not be able to adapt to changing technologies or meet customer demands for new processes or technologies in a timely and cost-effective manner, if at all, which would adversely impact our ability to sustain and grow our business. Further, our inability to adapt to changing customer requirements may make our data centers obsolete or unmarketable to such customers.
We may not be able to adapt to changing technologies or meet customer demands for new processes or technologies in a timely and cost-effective manner, if at all, which would adversely impact our ability to sustain and grow our business. Continued AI adoption could result in evolving infrastructure needs, particularly around power density for advanced computing.
Disruptions in the oil and gas and electric power markets have caused, and could continue to cause, significant increases in energy prices, which could have a material effect on our business.
Disruptions in the oil and gas and electric power markets have caused, and could continue to cause, significant increases in energy prices, which could have a material effect on our business. 17 Table of Contents Index to Financial Statements We face significant competition, which may adversely affect the occupancy and rental rates of our data centers.
If new or different regulations or standards are adopted or such extra requirements are demanded by our customers, we could lose some customers or be unable to attract new customers in certain industries, which could materially and adversely affect our operations. 25 Table of Contents Index to Financial Statements We depend on third parties to provide network connectivity to the customers in our data centers and any delays or disruptions in connectivity may materially adversely affect our operating results and cash flow.
If new or different regulations or standards are adopted or such extra requirements are demanded by our customers, we could lose some customers or be unable to attract new customers in certain industries, which could materially and adversely affect our operations.
Any negative changes in real estate, technology or economic conditions in these metropolitan areas in particular could negatively impact our performance. Our business and operations, and our customers, suppliers and business partners may be adversely affected by epidemics, pandemics or other outbreaks.
Any negative changes in real estate, technology or economic conditions in these metropolitan areas in particular could negatively impact our performance.
While the United States has not yet adopted the Pillar Two rules, various other governments around the world have enacted or are enacting such legislation.
While the United States has not yet adopted the Pillar Two rules and the U.S. Department of the Treasury has recently announced an agreement with other countries in the OECD to exempt U.S.-headquartered companies from the Pillar Two rules, various other governments around the world have enacted or are enacting such legislation.
Over the past few years, we have completed a number of new joint ventures, including development joint ventures, and such investments may increase the risks described herein. 29 Table of Contents Index to Financial Statements Any delays or unexpected costs in the development of our existing space and developable land and new properties acquired for development may delay and harm our growth prospects, future operating results and financial condition.
Any delays or unexpected costs in the development of our existing space and developable land and new properties acquired for development may delay and harm our growth prospects, future operating results and financial condition.
In addition, we may in certain circumstances be liable for the actions of our third-party partners. Each of these factors may result in returns on these investments being less than we expect or in losses and our financial and operating results may be adversely affected.
Any of these factors may result in returns on these investments being less than we expect or in losses and our financial and operating results may be adversely affected. In addition, we cannot assure you that we will be able to close investments, on the anticipated schedule or at all.
We do not guarantee that the transactions and events described will happen as described or that they will happen at all.
Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and that we may not be able to realize. We do not guarantee that the transactions and events described will happen as described or that they will happen at all.
Our portfolio included 187 data centers, including 56 held in unconsolidated entities, located outside of the United States as of December 31, 2024. We have acquired and developed, and may continue to acquire and develop, and operate data centers outside the United States.
Our portfolio included 192 data centers, including 60 held in unconsolidated entities, located outside of the United States as of December 31, 2025.
Deficiencies, including any material weakness, in our internal control over financial reporting which may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in Digital Realty Trust, Inc.’s stock price, or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity . 38 Table of Contents Index to Financial Statements Risks Related to Our Organizational Structure The interests of Digital Realty Trust, Inc.’s stockholders may conflict with the interests of Digital Realty Trust, L.P.’s unitholders. Conflicts of interest may exist or could arise in the future as a result of the relationships between Digital Realty Trust, Inc. and its stockholders, on the one hand, and Digital Realty Trust, L.P. and its partners, on the other.
Although management believes it has been prudent and used reasonable judgment in making these estimates, it is possible actual results may differ from these estimates. 38 Table of Contents Index to Financial Statements Risks Related to Our Organizational Structure The interests of Digital Realty Trust, Inc.’s stockholders may conflict with the interests of Digital Realty Trust, L.P.’s unitholders. Conflicts of interest may exist or could arise in the future as a result of the relationships between Digital Realty Trust, Inc. and its stockholders, on the one hand, and Digital Realty Trust, L.P. and its partners, on the other.
Changes in U.S. or foreign tax laws and regulations, including changes to tax rates, legislation and other actions may adversely affect our results of operations, our stockholders, Digital Realty Trust, L.P.’s unitholders and us. We are headquartered in the United States with subsidiaries and operations globally and are subject to income taxes in these jurisdictions.
We also could be required to pay the acquired entity’s unpaid taxes even though such liabilities arose prior to the time we acquired the entity. 45 Table of Contents Index to Financial Statements Changes in U.S. or foreign tax laws and regulations, including changes to tax rates, legislation and other actions may adversely affect our results of operations, our stockholders, Digital Realty Trust, L.P.’s unitholders and us.
Competition in our industry for qualified technical employees is intense, and the availability of qualified technical personnel is not guaranteed. 34 Table of Contents Index to Financial Statements We may have difficulty managing our growth. We have significantly and rapidly expanded the size of our Company.
Competition in our industry for qualified technical employees is intense, and the availability of qualified technical personnel is not guaranteed. 34 Table of Contents Index to Financial Statements As artificial intelligence becomes more prevalent in the workplace, it may present new considerations that could affect our business and operating results.
We may be unable to lease vacant or development space, renew leases, or re-lease space as leases expire. At December 31, 2024, we owned approximately 8.9 million square feet of space under active development and approximately 4.7 million square feet of space held for future development.
At December 31, 2025, we owned approximately 9.7 million square feet of space under active development and approximately 4.7 million square feet of space held for future development. We intend to continue to add new space to our development inventory and to continue to develop additional space from this inventory.
If the SEC believes that violations occurred, it could seek remedies including, but not limited to, civil monetary penalties and injunctive relief, and/or file litigation against the Company. 19 Table of Contents Index to Financial Statements We have made, and expect to continue to make, investments to update and modernize both existing and newly acquired Information Systems.
We are not aware of any cybersecurity issue or event that caused the Staff to open this matter. 19 Table of Contents Index to Financial Statements We have made, and expect to continue to make, investments to update and modernize both existing and newly acquired Information Systems.