UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 283, 2026

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Blue Owl Digital Infrastructure Trust

(Exact name of registrant as specified in its charter)

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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

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 31.0201. ~~Unregistered~~Entry ~~Sale~~into ofa ~~Equity~~Material ~~Securities~~Definitive Agreement.

OnIssuance ~~February 2, 2026, Blue Owl Digital Infrastructure Trust (the “Company”) sold an aggregate~~ of ~~4,188,035~~Secured ofData ~~its~~Center ~~common~~Revenue ~~shares~~Term (with the final number of shares being determined on February 17, 2026) for gross proceeds of approximately $42.4 million, based on net asset value (“NAV”) per share as of January 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.Notes

On March 3, 2026, Stack Infrastructure Issuer, LLC (the “Issuer”), an indirect wholly-owned subsidiary of Blue Owl Digital Infrastructure Trust (the “Company”), issued $695,000,000 aggregate principal amount of Secured Data Center Revenue Term Notes, Series 2026-1 Class A-2 (the “Series 2026-1 Class A-2 Notes”) in a private placement. The ~~following~~Series ~~table~~2026-1 ~~details~~Class A-2 Notes were issued pursuant to the ~~common~~Base ~~shares~~Indenture ~~sold:~~(defined below) as amended by the Ninth Amendment, dated as of March 3, 2026 (the “Ninth Amendment”), among the Issuer, the Closing Date Asset Entities (as defined in the Base Indenture) and Wilmington Trust, National Association as indenture trustee (the “Indenture Trustee”), and are governed by the Series 2026-1 Supplement entered into by the Issuer, the Closing Date Asset Entities (as defined in the Series 2026-1 Supplement) and the Indenture Trustee as of March 3, 2026 (the “Series 2026-1 Supplement).

Common Shares	Number of Shares Sold	Gross Proceeds (1)
Class S	2,411,046	$	24,458,430
Class D	302,395	$	3,045,000
Class I	1,423,168	$	14,330,734
Class E	51,426	$	520,000

The Issuer previously issued Series 2019-1 Class A-1 variable funding notes and Series 2019-1, Series 2021-1, Series 2023-1, Series 2023-2, Series 2023-3, Series 2024-1 and Series 2025-1 Class A-2 term notes (collectively, the “Class A-2 Outstanding Term Notes”) pursuant to that certain Indenture, dated as of February 8, 2019 (the “Base Indenture”). The Series 2026-1 Class A-2 Notes rank pari-passu with the Class A-2 Outstanding Term Notes.

~~(1)Gross~~The ~~proceeds~~Series ~~for~~2026-1 Class SA-2 ~~shares~~Notes ~~includes~~were ~~aggregate~~issued ~~commissions~~bearing ofthe ~~$180~~following initial principal amount,~~401.~~ annual interest rate, anticipated repayment date, and expected Standard & Poor’s (“S&P”) rating:

Item 8.01. Other Events.

Series/Class of Notes

Initial Principal Balance

Note Rate

Anticipated Repayment Date

Rated Final Payment Date

Credit Rating (S&P)

Series 2026-1, Class A-2

$695,000,000

March 25, 2031

March 27, 2056

A-(sf)

~~Distributions~~The ~~Declared~~Company and the Issuer used the proceeds from the sale of the Series 2026-1 Class A-2 Notes, net of payment of certain expenses related to the issuance of the Series 2026-1 Class A-2 Notes, to repay the outstanding principal balance of the Series 2021-1 and Series 2023-1 Class A-2 term notes, fund reserves, and for other general corporate purposes. As of March 3, 2026, the aggregate principal balance of Series 2021-1 Class A-2 term notes was $400,000,000 and the aggregate principal balance of Series 2023-1 Class A-2 term notes was $250,000,000.

OnThe ~~January 28,~~collateral pool for the Series 2026,-1 Class A-2 Notes comprises eleven of the Company’s ~~declared~~leased ~~distributions~~data ~~for~~centers, ~~each~~together ~~outstanding~~with ~~class~~the ofrelated ~~its~~leases, ~~common~~agreements ~~shares~~and incontracts, including first mortgages on the ~~amounts~~properties. ~~per~~The ~~share~~Issuer ~~set~~may ~~forth~~add ~~below:~~one or more additional data centers and related tenant leases as additional collateral securing the Series 2026-1 Class A-2 Notes subject to various terms and conditions.

	Gross Distribution		Shareholder Servicing Fees		Net Distribution
Class S	$	0.0375000	$	(0.0071261)	$	0.0303739
Class D	$	0.0375000	$	(0.0020959)	$	0.0354041
Class I	$	0.0375000	$	—	$	0.0375000
Class E	$	0.0375000	$	—	$	0.0375000

The Series 2026-1 Class A-2 Notes have not been, and will not be, registered under the Securities Act of 1933 (the “Securities Act”) or qualified under any applicable state securities laws and may not be offered and sold absent registration or an applicable exemption from registration.

~~The~~Base ~~net~~Indenture 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 January 31, 2026 and ~~were~~Indenture ~~paid on or about February 18, 2026. These distributions were paid in cash or reinvested in common shares for shareholders participating in the Company’s distribution reinvestment plan.~~ Supplement

~~January 31~~The Series 2026-1 Class A-2 Notes were issued pursuant to the Base Indenture as amended by the Ninth Amendment and are governed by the Series 2026-1 Supplement. From time to time and subject to certain conditions, the Issuer may issue additional series of notes pursuant to the Base Indenture and any applicable series supplement thereto. The Series 2026-1 ~~NAV~~Class ~~Per~~A-2 ~~Share~~Notes and any additional series of notes will be payable solely from and secured by the Collateral (as defined in the Base Indenture).

Under the Base Indenture, the Series 2026-1 Class A-2 Notes are subject to events of default that generally are customary in nature for transactions of this type, including (i) the non-payment of interest or principal, (ii) material violations of covenants, (iii) material breaches of representations and warranties and (iv) certain bankruptcy events. The ~~NAV~~Series ~~per~~2026-1 ~~share~~Class A-2 Notes are subject to required amortization in certain circumstances that generally are customary in nature for ~~each~~transactions of this type, including (i) the average debt service coverage ratio falling below certain levels, (ii) the occurrence of an event of default and (iii) the failure by the Issuer to repay any class of notes in full on or prior to the ~~Company’s~~anticipated ~~common~~repayment ~~shares~~date asfor such class of ~~January 31,~~notes. The occurrence of an early amortization event or an event of default could result in the early amortization of the Series 2026-1 isClass ~~set~~A-2 ~~forth~~Notes ~~below:~~and the occurrence of an event of default could, in certain instances, result in the liquidation of the Collateral securing the Series 2026-1 Class A-2 Notes.

	NAV per share
Class S	$	10.0695
Class D	$	10.0696
Class I	$	10.0696
Class E	$	10.1116

The foregoing description is only a summary and is qualified in its entirety by the terms of the Ninth Amendment (which includes the Base Indenture as Exhibit A thereto) and the Series 2026-1 Supplement, which are attached to this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.

AItem ~~detailed calculation of the NAV per share is set forth below~~2. ~~The Company calculates NAV per share in accordance with the valuation guidelines that have been approved by the Company’s Board of Trustees~~03. ~~The~~Creation ~~Company’s total NAV presented in the following tables includes the NAV~~ of ~~its~~a ~~Class~~Direct S,Financial ~~Class~~Obligation D,or ~~Class~~an I,Obligation ~~and~~under ~~Class~~an EOff-Balance ~~common~~Sheet Arrangement ~~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 January 31, 2026 ($ in thousands):~~Registrant.

Components of NAV	January 31, 2026
Cash and cash equivalents	$	194,908
Restricted cash	10,121
Investments in real estate	3,294,798
Investments in real estate debt	74,525
Intangible assets	522,066
Other assets	28,213
Intangible liabilities	(516,534)
Secured mortgage loans and notes	(1,771,296)
Due to affiliates	(13,988)
Accounts payable and accrued expenses	(67,150)
Other liabilities	(17,448)
Net Asset Value	$	1,738,215
Number of outstanding shares/units	172,325,029

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

~~The~~Item ~~following~~9.01. ~~table~~Financial ~~provides~~Statements ~~a breakdown of the Company’s total NAV~~ and ~~NAV per share/unit by class as of January 31, 2026 ($ in thousands, except per share/unit data):~~ Exhibits

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)		Total
Monthly NAV	$	615,859	$	21,857	$	356,990	$	710,763	$	26,800	$	5,946	$	1,738,215
Number of outstanding shares/units	61,160,678		2,170,615		35,452,047		70,292,194		2,661,453		588,042		172,325,029
NAV Per Share/Unit as of January 31, 2026	$	10.0695	$	10.0696	$	10.0696	$	10.1116	$	10.0696	$	10.1116

(d) Exhibits

(1)Includes the partnership interests of ODIT OP held by parties other than the Company.


Exhibit No.						Description
4.1						Ninth Amendment to Indenture, dated as of March 3, 2026, by and among Stack Infrastructure Issuer, LLC, as issuer, Closing Date Asset Entities (as defined therein) and Wilmington Trust, National Association, as indenture trustee.
4.2						Series 2026-1, Supplement, dated as of March 3, 2026, by and among Stack Infrastructure Issuer, LLC, as issuer, Closing Date Asset Entities (as defined therein) and Wilmington Trust, National Association, as indenture trustee.

Portfolio Update ($ in thousands)

As of January 31, 2026, the Company owns 11 properties and has a total portfolio value of $3,569,763. The Company’s properties have a remaining weighted average base lease term of 7 years and a remaining weighted average fully extended1 lease term of 19 years with 92.0% of tenants rated investment grade2.

As of January 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 4.8% and 53.8%, respectively.

1 Assumes tenants 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: February 19, 2026
Date: March 5, 2026

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