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Current Report · Items 3.02, 8.01 · 8-K

Blue Owl Digital Infrastructure Trust

Unregistered Sales of Equity Securities · Other Events

Item 3.02. Unregistered Sales of Equity Securities. On August 3, 2026, Blue Owl Digital Infrastructure Trust (the “Company”) sold an aggregate of 1,566,499 of its common shares (with the final number of shares being determined on August 17, 2026) for gross proceeds of approximately $16.5 million, based on net asset value (“NAV”) per share as of July 31, 2026.…

Filed Aug 19, 2026Accepted Aug 19, 2026, 4:38 PM EDTCIK 2069692Accession 0002069692-26-000060
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Recent company filings

  1. Unregistered Sales of Equity Securities · Other EventsSep 18, 2026
  2. 10-Q filingAug 12, 2026
  3. Financial Statements and ExhibitsAug 7, 2026
  4. Unregistered Sales of Equity Securities · Other EventsJul 20, 2026
  5. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsJun 30, 2026

Disclosure sections

Items 3.02, 8.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities. On August 3, 2026, Blue Owl Digital Infrastructure Trust (the “Company”) sold an aggregate of 1,566,499 of its common shares (with the final number of shares being determined on August 17, 2026) for gross proceeds of approximately $16.5 million, based on net asset value (“NAV”) per share as of July 31, 2026. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder. The following table details the common shares sold: Common Shares Number of Shares Sold Gross Proceeds (1) ───────────────────────────────────────────────────────────────────────────────── Class S 666,358 $7,028,548 Class D — $— Class I 806,456 $8,441,500 Class E 93,685 $1,000,000 (1) Gross proceeds for Class S shares include aggregate commissions of $53,713.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. Distributions Declared On July 27, 2026, the Company declared distributions for each outstanding class of its common shares in the amounts per share set forth below: Gross Distribution Shareholder Servicing Fees Net Distribution ────────────────────────────────────────────────────────────────────────────────────────────────────────── Class S $0.0416667 $ (0.0075170) $0.0341497 Class D $0.0416667 $ (0.0022109) $0.0394558 Class I $0.0416667 $ — $0.0416667 Class E $0.0416667 $ — $0.0416667 The net distributions for each class of common shares (which represents the gross distributions less shareholder servicing fees for the applicable class of common shares) are payable to shareholders of record immediately following the close of business on July 31, 2026 and were paid on or about August 18, 2026. These distributions were paid in cash or reinvested in common shares for shareholders participating in the Company’s distribution reinvestment plan. July 31, 2026 NAV Per Share The NAV per share for each class of the Company’s common shares as of July 31, 2026 is set forth below: NAV per share Class S $10.4671 Class D $10.4673 Class I $10.4674 Class E $10.6741 A detailed calculation of the NAV per share is set forth below. The Company calculates NAV per share in accordance with the valuation guidelines that have been approved by the Company’s Board of Trustees. The Company’s total NAV presented in the following tables includes the NAV of its Class S, Class D, Class I, and Class E common shares, as well as the partnership interests of Blue Owl Digital Infrastructure Operating Partnership LP (“ODIT OP”) held by parties other than the Company. The following table provides a breakdown of the major components of the Company’s NAV as of July 31, 2026 ($ in thousands): Components of NAV July 31, 2026 ────────────────────────────────────────────────────────────────────────────────────── Cash and cash equivalents $ 125,363 Restricted cash 12,901 Investments in real estate 4,565,615 Investments in unconsolidated joint ventures 152 Debt investments 152,792 Intangible assets 692,118 Other assets 62,462 Intangible liabilities (972,703) Credit facilities and mortgage loans and notes (2,353,751) Due to affiliates (13,558) Accounts payable and accrued expenses (66,462) Other liabilities (43,956) Net Asset Value $ 2,160,973 Number of outstanding shares/units 204,841,899 The following table provides a breakdown of the Company’s total NAV and NAV per share/unit by class as of July 31, 2026 ($ in thousands, except per share/unit data): NAV per share Class S Shares Class D Shares Class I Shares Class E Shares Third-Party Class I OP Units (1) Third-Party Class E OP Units (1)(2) Total ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Monthly NAV $769,720 $39,676 $454,662 $857,696 $27,927 $11,292 $ 2,160,973 Number of outstanding shares/units 73,536,779 3,790,461 43,435,901 80,352,928 2,667,974 1,057,856 204,841,899 NAV Per Share/Unit as of July 31, 2026 $10.4671 $10.4673 $10.4674 $10.6741 $10.4674 $10.6741 (1) Includes the partnership interests of ODIT OP held by parties other than the Company. (2) Includes the partnership interests of ODIT OP held by certain affiliates of the Company. Portfolio Update ($ in thousands) As of July 31, 2026, the Company owns 12 properties and has a total portfolio value of $4,563,336. The Company’s properties have a remaining weighted average base lease term of 8.8 years and a remaining weighted average fully extended1 lease term of 20.8 years with 94.1% of tenants rated investment grade2. As of July 31, 2026, 98.8% of the Company’s total consolidated debt is fixed through fixed-rate debt agreements. The weighted average interest rate and loan-to-value of the consolidated portfolio are 5.4% and 52.8%, respectively. 1 Assumes customers exercise all options to extend lease term. 2 Investment-grade customers are those that maintain an S&P credit rating of BBB-/Baa3 or higher.