{"url_path":"/sec/bxdc/8-k/2026-05-19/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/2100161/0001193125-26-230787-index.html","accession_number":"0001193125-26-230787","cik":"0002100161","ticker":"BXDC","issuer_name":"Blackstone Digital Infrastructure Trust Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2100161/0001193125-26-230787-index.html","primary_entity_key":"0002100161","primary_entity_name":"Blackstone Digital Infrastructure Trust Inc."},"word_count":1151,"has_tables":true,"body_markdown":"**Item 1.01**\n\n**Entry into a Material Definitive Agreement.**\n\n**Registration Rights Agreement and Management Agreement**\n\nIn connection with the initial public offering by Blackstone Digital Infrastructure Trust Inc. (the “Company”) of its common stock,\npar value $0.01 per share (the “Common Stock”), described in the Company’s prospectus dated May 13, 2026 (the “Prospectus”), filed with the Securities and Exchange Commission on May 15, 2026 pursuant to Rule\n424(b) of the Securities Act of 1933, as amended, which is deemed to be part of the Company’s Registration Statement on Form S-11 (File No. 333-294977) (as\namended, the “Registration Statement”), on May 15, 2026, the following agreements were entered into:\n\n(1) the\nRegistration Rights Agreement (the “Registration Rights Agreement”), dated as of May 15, 2026, by and among the Company, Blackstone Treasury Holdings III L.L.C., a Delaware limited liability company, and BX REIT Advisors L.L.C., a\nDelaware limited liability company (the “Manager”); and\n\n(2) the Management Agreement (the “Management\nAgreement”), dated as of May 15, 2026, by and among the Company, BXDC Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and the Manager.\n\nThe Registration Rights Agreement and the Management Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively, and are\nincorporated herein by reference. The material terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described in the Prospectus. Certain\nparties to these agreements have various relationships with the Company. For further information, see “Certain Relationships and Related Party Transactions” in the Prospectus.\n\n**Revolving Credit Facility**\n\nOn\nMay 15, 2026, the Operating Partnership, which is referred to in this section as the “Borrower,” entered into a $1.0 billion senior secured revolving credit facility with Citibank, N.A., as administrative agent, and the lenders\nfrom time to time party thereto (the “Credit Facility”).\n\nThe Credit Facility includes borrowing capacity available for\nletters of credit and also provides the Borrower with the option to increase the size of the Credit Facility to an aggregate amount of revolving commitments not to exceed (after giving effect to all incremental commitments) $4.0 billion,\nsubject to satisfying certain conditions. Borrowings under the Credit Facility are subject to compliance with a maximum leverage ratio.\n\n**Interest\nRate and Fees**\n\nBorrowings under the Credit Facility bear interest, at the Borrower’s option, at a rate equal to a margin over\neither (a) a base rate determined by reference to the greatest of (1) the “prime rate” as quoted by the Wall Street Journal, (2) the federal funds effective rate plus 0.50% and (3) the SOFR rate that would be payable\non such day for a SOFR rate loan with a one-month interest period plus 1.00%, (b) a SOFR rate determined by reference to the secured overnight financing rate published by the Federal Reserve Bank of New York\nfor the interest period relevant to such borrowing or (c) a rate determined by the relevant rate administrator for loans denominated in euros, Sterling or Canadian Dollars. The margin for the Credit Facility is based on a leverage ratio grid\nranging from 1.00% per annum to 1.50% per annum, in the case of base rate loans, 2.00% per annum to 2.50% per annum, in the case of SOFR rate loans, and 2.00% per annum to 2.50% per annum, in the case of loans denominated in euros, Sterling or\nCanadian Dollars.\n\nIn addition to paying interest on outstanding principal under the Credit Facility, the Borrower is required to pay a\ncommitment fee to the lenders under the Credit Facility in respect of the unutilized commitments thereunder at a rate equal to 0.350% per annum. The Borrower is also required to pay customary letter of credit fees.\n\n**Prepayments**\n\nIf on the last day of\neach fiscal quarter the leverage ratio exceeds the maximum leverage ratio, a mandatory prepayment will be triggered in an aggregate amount equal to the least of (x) the amount necessary as of such date to cause the leverage ratio to no longer\nexceed the maximum leverage ratio, (y) the amount of all loans under the Credit\n\n2\n\nFacility outstanding as of such date and (z) an amount equal to 15.0% of the total revolving commitments as of such date, which amount shall, in each case, be payable ratably on a quarterly\nbasis and subject to a grace period of one full fiscal quarter after which such prepayment is otherwise due, until such time as the leverage ratio no longer exceeds the maximum leverage ratio. In lieu of any mandatory prepayment, the Borrower has\nthe right to cause a sponsor guarantor to provide and maintain a guaranty of obligations.\n\n**Amortization and Maturity**\n\nThe Credit Facility has no amortization payments. The Credit Facility matures on the fourth anniversary of the closing date of the Credit\nFacility, with a one year committed extension prior to maturity and additional one year extensions at each lender’s option on each anniversary of the closing date of the Credit Facility, in each case, subject to certain customary conditions.\n\n**Guarantees and Security**\n\nThe\nobligations under the Credit Facility are guaranteed by the direct parent of Borrower and all subsequently organized material domestic wholly-owned subsidiaries of the Borrower that will own collateral, subject to customary exceptions. A\nsecurity interest is granted in substantially all assets of the Borrower and each future subsidiary guarantor, including a pledge of the equity interests in wholly-owned domestic subsidiaries that (x) directly own unencumbered real estate\nassets, including undeveloped land, located in the United States or (y) directly or indirectly own equity interests of any subsidiary that owns real estate assets, subject to customary exceptions.\n\n**Certain Covenants and Events of Default**\n\nThe Credit Facility contains certain customary representations and warranties, covenants, reporting requirements and other customary\nrequirements for similar facilities. The Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, the lenders may terminate the commitments and\ndeclare the outstanding advances and other obligations under the Credit Facility immediately due and payable.\n\nIf an event of default\noccurs, the lenders will be entitled to take various actions, including the acceleration of amounts due under the Credit Facility and all actions permitted to be taken by a secured creditor.\n\nCertain of the participants in the Credit Facility and their respective affiliates have engaged in, and may in the future engage in,\ninvestment banking, advisory roles and other commercial dealings in the ordinary course of business with the Company and/or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.\n\nThe foregoing description of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full\ntext of such document, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference."}