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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 September 1, 2026, Blue Owl Digital Infrastructure Trust (the “Company”) sold an aggregate of 1,213,776 of its common shares (with the final number of shares being determined on September 16, 2026) for gross proceeds of approximately $12.8 million, based on net asset value (“NAV”) per share as of August 31, 2026.…

Filed Sep 18, 2026Accepted Sep 18, 2026, 4:42 PM EDTCIK 2069692Accession 0002069692-26-000063
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Recent company filings

  1. Unregistered Sales of Equity Securities · Other EventsAug 19, 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 September 1, 2026, Blue Owl Digital Infrastructure Trust (the “Company”) sold an aggregate of 1,213,776 of its common shares (with the final number of shares being determined on September 16, 2026) for gross proceeds of approximately $12.8 million, based on net asset value (“NAV”) per share as of August 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 495,173 $ 5,234,291 Class D — $ — Class I 718,603 $ 7,549,000 Class E — $ — (1) Gross proceeds for Class S shares include aggregate commissions of $32,601.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. Distributions Declared On August 31, 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 $ (0.0075564) $0.0341103 Class D $0.0416667 $ (0.0022225) $0.0394442 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 August 31, 2026 and were paid on or about September 17, 2026. These distributions were paid in cash or reinvested in common shares for shareholders participating in the Company’s distribution reinvestment plan. August 31, 2026 NAV Per Share The NAV per share for each class of the Company’s common shares as of August 31, 2026 is set forth below: NAV per share Class S $10.5048 Class D $10.5050 Class I $10.5051 Class E $10.7362 A detailed calculation of the NAV per share is set forth below. The Company calculates NAV per share in accordance with the valuation guidelines that have been approved by the Company’s Board of Trustees. The Company’s total NAV presented in the following tables includes the NAV of its Class S, Class D, Class I, and Class E common shares, as well as the partnership interests of Blue Owl Digital Infrastructure Operating Partnership LP (“ODIT OP”) held by parties other than the Company. The following table provides a breakdown of the major components of the Company’s NAV as of August 31, 2026 ($ in thousands): Components of NAV August 31, 2026 ──────────────────────────────────────────────────────────────────────────────────────── Cash and cash equivalents $ 142,434 Restricted cash 12,342 Investments in real estate 4,574,862 Investments in unconsolidated joint ventures 152 Debt investments 166,596 Intangible assets 694,070 Other assets 55,736 Intangible liabilities (972,703) Credit facilities and mortgage loans and notes (2,364,059) Due to affiliates (11,472) Accounts payable and accrued expenses (55,095) Other liabilities (45,224) Net Asset Value $ 2,197,639 Number of outstanding shares/units 207,391,496 The following table provides a breakdown of the Company’s total NAV and NAV per share/unit by class as of August 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 $781,394 $39,895 $465,904 $865,012 $28,039 $17,395 $ 2,197,639 Number of outstanding shares/units 74,384,221 3,797,738 44,350,220 80,569,984 2,669,108 1,620,225 207,391,496 NAV Per Share/Unit as of August 31, 2026 $10.5048 $10.5050 $10.5051 $10.7362 $10.5051 $10.7362 (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. Share Repurchases On September 4, 2026, the Company repurchased 138,577 Class S shares and 100,374 Class I shares for an aggregate purchase price of approximately $2.5 million, before any applicable early repurchase deduction, which equaled approximately 0.1% of the Company’s NAV. Portfolio Update ($ in thousands) As of August 31, 2026, the Company owns 12 properties and has a total portfolio value of $4,605,412. The Company’s properties have a remaining weighted average base lease term of 8.6 years and a remaining weighted average fully extended1 lease term of 20.4 years with 94.3% of tenants rated investment grade2. As of August 31, 2026, 98.3% 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 52.6%, 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.