Digital Realty Trust (DLR) risk factors: FY2025 10-K

Item 1A of the 10-K for the period ending 2025-12-31, filed 2026-02-13. 58 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2024

2new since FY2024
4reworded
0removed
52unchanged

Headings mentioning a theme: Tariffs 0 · AI 1 · Cybersecurity 1 · China 0 · Interest rates 2. Compare across the S&P 500.

Risks Related to Our Business and Operations

39
  1. Our business depends upon the demand for data centers.
  2. 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.
  3. We face significant competition, which may adversely affect the occupancy and rental rates of our data centers.
  4. Any failure of our physical or information technology or operational technology infrastructure or services could lead to significant costs and disruptions.
  5. We and our third-party providers are vulnerable to cyberattacks and security breaches that could materially disrupt or compromise our operations, data and results.Cybersecurity
  6. We depend on significant customers, and many of our data centers are single-tenant properties or are currently occupied by single tenants.
  7. Failure to attract, grow and retain a diverse and balanced customer base, including key magnet customers, could harm our business and operating results.
  8. Our contracts with our customers could subject us to significant liability.
  9. 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.
  10. Our data centers may not be suitable for re-leasing without significant expenditures or renovations.
  11. We may be unable to lease vacant or development space, renew leases, or re-lease space as leases expire.
  12. 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.
  13. Our portfolio depends upon local economic conditions and is geographically concentrated in certain locations.
  14. Our business and operations, and our customers, suppliers and business partners may be adversely affected by epidemics, pandemics or other outbreaks.
  15. 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.
  16. We and our customers may experience supply chain or procurement disruptions, or increased supply chain costs, which may lead to delays.
  17. We may not be able to adapt to changing technologies and customer requirements, and our data center infrastructure may become obsolete.
  18. 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.
  19. 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.
  20. Our acquisitions may not achieve the intended benefits or may disrupt our plans and operations.reworded
  21. 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.reworded
  22. 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.reworded
  23. 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.
  24. 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.
  25. We have substantial debt and face risks associated with the use of debt to fund our business activities, including refinancing and interest rate risks.Interest rates
  26. We may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness.
  27. Adverse changes in our Company’s credit ratings could negatively affect our financing activity.
  28. Our Global Revolving Credit Facilities and senior notes restrict our ability to engage in some business activities.
  29. Failure to hedge effectively against interest rate changes may adversely affect results of operations.Interest rates
  30. Our growth depends on external sources of capital which are outside of our control.
  31. Declining real estate valuations, impairment charges and illiquidity of real estate investments could adversely affect our earnings and financial condition.
  32. Our success depends on key personnel whose continued service is not guaranteed.
  33. As artificial intelligence becomes more prevalent in the workplace, it may present new considerations that could affect our business and operating results.newAI
  34. We may have difficulty managing our growth.
  35. Potential losses may not be covered by insurance.
  36. We could incur significant costs related to environmental matters, including from government regulation, private litigation, and existing conditions at some of our properties.
  37. We may incur significant costs complying with applicable laws and governmental regulations, including the Americans with Disabilities Act.
  38. Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting.
  39. 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.new

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Risks Related to Our Organizational Structure

10
  1. The interests of Digital Realty Trust, Inc.’s stockholders may conflict with the interests of Digital Realty Trust, L.P.’s unitholders.
  2. Tax consequences upon sale or refinancing.
  3. 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.
  4. Digital Realty Trust, Inc.’s charter, including the articles supplementary governing its preferred stock, contains 9.8% ownership limits.
  5. Digital Realty Trust, L.P.’s partnership agreement contains provisions that may delay, defer or prevent a change of control transaction.
  6. The change of control conversion features of Digital Realty Trust, Inc.’s preferred stock may make it more difficult for a party to take over our Company or discourage a party from taking over our Company.
  7. Digital Realty Trust, Inc.’s Board of Directors could amend Digital Realty Trust, Inc.’s charter to increase or decrease the number of authorized shares of stock and Digital Realty Trust, Inc. could issue stock without stockholder approval.
  8. Certain provisions of Maryland law could inhibit changes in control.
  9. The conversion rights of Digital Realty Trust, Inc.’s preferred stock may be detrimental to holders of Digital Realty Trust, Inc.’s common stock.
  10. Digital Realty Trust, Inc.’s rights and the rights of its stockholders to take action against its directors and officers are limited.

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Risks Related to Taxes and Digital Realty Trust, Inc.’s Status as a REIT

9
  1. 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.
  2. 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.reworded
  3. Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
  4. 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.
  5. Complying with REIT requirements may cause us to forgo otherwise attractive opportunities or liquidate otherwise attractive investments.
  6. 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.
  7. 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.
  8. Tax liabilities and attributes inherited in connection with acquisitions may adversely impact our business.
  9. 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.

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Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.