Blue Owl Digital Infrastructure Trust

false 0002069692 0002069692 2026-05-27 2026-05-27 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________________________ FORM 8-K _________________________________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2026 _________________________________________________________ Blue Owl Digital Infrastructure Trust (Exact name of registrant as specified in its charter) _________________________________________________________ Maryland 000-56758 33-5055663 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 150 N Riverside Plaza , 37th Floor Chicago , IL 60606 (Address of principal executive offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: ( 888 ) 215-2015 Not applicable (Former name or former address, if changed since last report.) _________________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered None None None Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 3.02. Unregistered Sales of Equity Securities. On June 1, 2026, Blue Owl Digital Infrastructure Trust (the “Company”) sold an aggregate of 3,203,718 of its common shares (with the final number of shares being determined on June 15, 2026) for gross proceeds of approximately $33.2 million, based on net asset value (“NAV”) per share as of May 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 1,275,270 $ 13,258,827 Class D 885,432 $ 9,135,000 Class I 1,041,583 $ 10,746,120 Class E 1,433 $ 15,000 (1) Gross proceeds for Class S shares include aggregate commissions of $102,122. Item 8.01. Other Events. Distributions Declared On May 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 $ (0.0074334) $ 0.0342333 Class D $ 0.0416667 $ (0.0021863) $ 0.0394804 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 May 31, 2026 and were paid on or about June 16, 2026. These distributions were paid in cash or reinvested in common shares for shareholders participating in the Company’s distribution reinvestment plan. May 31, 2026 NAV Per Share The NAV per share for each class of the Company’s common shares as of May 31, 2026 is set forth below: NAV per share Class S $ 10.3168 Class D $ 10.3170 Class I $ 10.3171 Class E $ 10.4640 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 May 31, 2026 ($ in thousands): Components of NAV May 31, 2026 Cash and cash equivalents $ 186,133 Restricted cash 12,289 Investments in real estate 3,376,868 Investments in unconsolidated joint ventures 47,081 Debt investments 153,677 Intangible assets 522,066 Other assets 37,376 Intangible liabilities (516,534) Secured mortgage loans and notes (1,779,781) Due to affiliates (7,477) Accounts payable and accrued expenses (35,695) Other liabilities (39,845) Net Asset Value $ 1,956,158 Number of outstanding shares/units 188,585,953 The following table provides a breakdown of the Company’s total NAV and NAV per share/unit by class as of May 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 $ 723,933 $ 29,855 $ 425,403 $ 738,395 $ 27,502 $ 11,070 $ 1,956,158 Number of outstanding shares/units 70,170,357 2,893,769 41,233,030 70,565,192 2,665,697 1,057,908 188,585,953 NAV Per Share/Unit as of May 31, 2026 $ 10.3168 $ 10.3170 $ 10.3171 $ 10.4640 $ 10.3171 $ 10.4640 (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 June 4, 2026, the Company repurchased 135,817 Class S shares and 100,854 Class I shares for an aggregate purchase price of approximately $2.4 million, before any applicable early repurchase deduction, which equaled approximately 0.1% of the Company’s NAV. Portfolio Update ($ in thousands) As of May 31, 2026, the Company owns 11 properties and has a total portfolio value of $3,769,291. The Company’s properties have a remaining weighted average base lease term of 7 years and a remaining weighted average fully extended 1 lease term of 19.6 years with 91.8% of tenants rated investment grade 2 . As of May 31, 2026, 100.0% 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 53.8%, 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. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Blue Owl Digital Infrastructure Trust By: /s/ Kevin Halleran Name: Kevin Halleran Title: Chief Financial Officer Date: June 18, 2026