Blue Owl Digital Infrastructure Trust Files 8-K

TL;DR

Blue Owl Digital Infrastructure Trust filed an 8-K on Oct 3, 2025, detailing material agreements and corporate changes.

AI Summary

On October 3, 2025, Blue Owl Digital Infrastructure Trust entered into a material definitive agreement. The company also filed amendments to its articles of incorporation or bylaws and reported other events. Financial statements and exhibits were also included in the filing.

Why It Matters

This 8-K filing indicates significant corporate actions and potential strategic shifts for Blue Owl Digital Infrastructure Trust, requiring investor attention.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and amendments, which could signal significant changes in the company's structure or operations.

Key Numbers

• 0002069692 — Accession Number (Unique identifier for the filing)
• 000-56758 — SEC File Number (SEC's file number for the company)

Key Players & Entities

• Blue Owl Digital Infrastructure Trust (company) — Registrant
• October 3, 2025 (date) — Date of earliest event reported
• 150 N. Riverside Plaza, 37th Floor, Chicago, IL 60606 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $3.29 b — e Company for a purchase price equal to $3.29 billion, which is the gross enterprise va
• $1.40 billion — n a net purchase price of approximately $1.40 billion (the "Purchase Price"). At or prior t

Filing Documents

• osnl-20251003.htm (8-K) — 48KB
• a31amendedandrestateddecla.htm (EX-3.1) — 178KB
• a32bylaws.htm (EX-3.2) — 122KB
• a41sharerepurchaseplan.htm (EX-4.1) — 38KB
• a42distributionreinvestmen.htm (EX-4.2) — 15KB
• a101advisoryagreement.htm (EX-10.1) — 98KB
• a102administrationagreement.htm (EX-10.2) — 39KB
• a103amendedandrestatedlimi.htm (EX-10.3) — 473KB
• a104dealermanageragreement.htm (EX-10.4) — 167KB
• a105transactionagreement.htm (EX-10.5) — 542KB
• image.jpg (GRAPHIC) — 203KB
• 0002069692-25-000016.txt ( ) — 2397KB
• osnl-20251003.xsd (EX-101.SCH) — 2KB
• osnl-20251003_lab.xml (EX-101.LAB) — 21KB
• osnl-20251003_pre.xml (EX-101.PRE) — 12KB
• osnl-20251003_htm.xml (XML) — 3KB

02. Entry into a Material Definitive Agreement

Item 3.02. Entry into a Material Definitive Agreement. Advisory Agreement On October 3, 2025, Blue Owl Digital Infrastructure Trust, a Maryland statutory trust (the "Company"), Blue Owl Digital Infrastructure Operating Partnership LP, a Delaware limited partnership (the "Operating Partnership"), and Blue Owl Digital Infrastructure Trust Advisors LLC, a Delaware limited liability company (the "Adviser"), entered into an advisory agreement (the "Advisory Agreement"), pursuant to which the Adviser has the authority to source, evaluate, and monitor the Company's investment opportunities and make decisions related to the acquisition, management, financing, and disposition of the Company's assets, in accordance with the Company's investment objectives, guidelines, policies, and limitations, subject to oversight by the Company's board of trustees. A description of the Advisory Agreement is included under "Item 1. Business—Advisory Agreement" of Pre-Effective Amendment No. 2 to the Company's Registration Statement on Form 10 ("PEA No. 2"), filed with the U.S. Securities and Exchange Commission on August 8, 2025. Such description is incorporated by reference herein. The foregoing description of the Advisory Agreement is qualified in its entirety by reference to the full text of the Advisory Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and incorporated herein by reference. Administration Agreement On October 3, 2025, the Company and the Adviser, which will serve as the Company's administrator (the Adviser, in its capacity as the administrator, the "Administrator"), entered into an administration agreement (the "Administration Agreement") pursuant to which the Administrator will provide certain office and administrative services to the Company and the Operating Partnership. A description of the Administration Agreement is included under "Item 1. Business—Administration Agreement" of PEA No. 2. Such description

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Amended and Restated Declaration of Trust and Bylaws Effective on October 3, 2025, the Company executed its Amended and Restated Declaration of Trust (the "Amended and Restated Declaration of Trust"), which amended and restated the Company's Declaration of Trust, dated April 7, 2025. In connection with the execution of the Amended and Restated Declaration of Trust, effective on October 3, 2025, the Company adopted its bylaws ("Bylaws"). Descriptions of the Amended and Restated Declaration of Trust and Bylaws are included under "Item 5. Trustees and Executive Officers," "Item 11. Description of Registrant's Securities to be Registered— Description of our Shares" and "Item 12. Indemnification of Trustees and Officers—Declaration of Trust" of PEA No. 2. Such descriptions are incorporated by reference herein. The foregoing description of each of the Amended and Restated Declaration of Trust and Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Declaration of Trust and Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. Share Repurchase Plan and Distribution Reinvestment Plan On October 3, 2025, the Company adopted a share repurchase plan (the "Share Repurchase Plan"), pursuant to which shareholders may request on a quarterly basis that the Company repurchase all or any portion of their shares, subject to certain limitations as set forth therein. In addition, on October 3, 2025, the Company adopted a distribution reinvestment plan (the "DRP"), whereby shareholders will have their cash distributions automatically reinvested in additional common shares unless they elect to receive their distributions in cash. The foregoing description of each of the Share Repurchase Plan and DRP is qualified in its entirety by reference to the full text of the Share Repurchase Plan and the DRP, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 3.1 Amended and Restated Declaration of Trust, dated as of October 3, 2025 3.2 Bylaws, dated as of October 3, 2025 4.1 Share Repurchase Plan, effective as of October 3, 2025 4.2 Distribution Reinvestment Plan, effective as of October 3, 2025 10.1 Advisory Agreement, dated as of October 3, 2025 10.2 Administration Agreement, dated as of October 3, 2025 10.3 Amended and Restated Limited Partnership Agreement, dated as of October 3, 2025 10.4 Dealer Manager Agreement, dated as of October 3, 2025 10.5 Transaction Agreement , dated as of October 8, 2025 104 Cover Page Interactive Data File (embedded within the Inline XRBL document)

SIGNATURES

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: October 9, 2025

View Full Filing

View this 8-K filing on SEC EDGAR