Form 4: Digital Realty CEO Awarded Performance-Based Units

Digital Realty Trust's President and CEO, Andrew Power, was awarded 46,905 Long-Term Incentive Units following the satisfaction of a performance-based vesting condition.

Summary

• Andrew Power, President and CEO of Digital Realty Trust, Inc. (DLR), was awarded 46,905 Long-Term Incentive Units (LTIP units) on January 15, 2026.
• This award reflects the satisfaction of a performance-based vesting condition for units initially granted on January 1, 2023.
• The total number of units includes 4,491 distribution equivalent units that vested as of December 31, 2025.
• The remaining 42,414 units are subject to an additional time-based vesting condition, with 50% vesting annually over two years, commencing on February 27, 2026.
• LTIP units are profits interest units in Digital Realty Trust, L.P., which can achieve full parity with common limited partnership units and be converted into an equal number of common units on a 1-for-1 basis.
• Common units are redeemable for cash based on the fair market value of an equivalent number of the Issuer's common stock, or, at the Issuer's election, for an equal number of shares of its common stock.
• Following this transaction, Andrew Power beneficially owns 427,945 derivative securities.

Sentiment

Score: 7

Explanation: The filing reports a routine executive compensation event where performance conditions were met, indicating positive operational outcomes and continued alignment of management incentives with shareholder value. This is generally a neutral to positive signal.

Positives

• The satisfaction of a performance-based vesting condition indicates that specific company performance targets were met, aligning executive compensation with corporate achievements.
• The award of Long-Term Incentive Units incentivizes the CEO to drive long-term value creation for shareholders, as the units' value is tied to the company's equity performance.

Risks

• Future conversion of these Long-Term Incentive Units into common stock could lead to a degree of share dilution, although this is a standard aspect of equity compensation plans.

Future Outlook

The remaining 42,414 Long-Term Incentive Units are subject to an additional time-based vesting condition, with 50% vesting annually over two years, beginning on February 27, 2026. Vested profits interest units have no expiration date and can be converted into common units.

Industry Context

This executive compensation disclosure is typical for publicly traded Real Estate Investment Trusts (REITs) like Digital Realty Trust, where long-term incentive plans are used to align management interests with shareholder returns, often tied to performance metrics and time-based vesting schedules.

Related Party Transactions

• The award of Long-Term Incentive Units to Andrew Power, the President and CEO, constitutes a related party transaction as it involves compensation from the company to an executive officer.

Stakeholder Impact

• Shareholders: The award aligns the CEO's interests with long-term shareholder value creation. Potential future conversion of units to common stock could result in minor dilution.
• Employees: This filing specifically pertains to executive compensation and does not directly impact the broader employee base, though it reflects the company's compensation philosophy.

Next Steps

• The remaining 42,414 Long-Term Incentive Units will begin their time-based vesting schedule on February 27, 2026, with 50% vesting annually over two years.

Key Dates

Keywords

Digital Realty Trust, DLR, Andrew Power, Long-Term Incentive Units, LTIP, Executive Compensation, SEC Form 4, Insider Transaction, Performance-Based Vesting, REIT