{"url_path":"/sec/cik-0002069692/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/2069692/0002069692-26-000031-index.html","accession_number":"0002069692-26-000031","cik":"0002069692","ticker":null,"issuer_name":"Blue Owl Digital Infrastructure Trust","edgar_url":"https://www.sec.gov/Archives/edgar/data/2069692/0002069692-26-000031-index.html","primary_entity_key":"0002069692","primary_entity_name":"Blue Owl Digital Infrastructure Trust"},"word_count":452,"has_tables":true,"body_markdown":"ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS\n\nUnregistered Sales of Equity Securities\n\n37\n\nWe are conducting a Private Offering to “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act) pursuant to exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D and/or Regulation S thereunder and applicable state securities laws. The table below details the common shares sold (primary and distribution reinvestment plan) (dollars are in thousands, except for per share amounts):\n\nShares Sold DateClass SClass D Class IClass ETotal\nAggregate Consideration (1)\n\nJanuary 20264,326,773 7,615 2,751,127 31,804 7,117,319 $100,510 \n\nFebruary 20262,553,015 304,576 1,502,728 51,526 4,411,845 49,268 \n\nMarch 20263,300,797 3,247 2,201,746 51,134 5,556,924 23,323 \n\nTotal10,180,585 315,438 6,455,601 134,464 17,086,088 $173,101 \n\n(1)    Includes upfront selling commissions for Class S and Class D shares of $792.\n\nShare Repurchases\n\nOur Board of Trustees has adopted the Share Repurchase Plan which will commence after the first full fiscal quarter following the initial closing of the Private Offering, whereby, subject to certain limitations, shareholders may request on a quarterly basis that the Company repurchase all or any portion of their shares. The Share Repurchase Plan is limited to no more than 3% aggregate NAV per calendar quarter (measured under the average aggregate NAV as of the end of the immediately preceding three months).\n\nOther than as described for Redeemable Common Shares and Redeemable Non-Controlling Interests, the Company is not obligated to repurchase any shares and may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, our Board of Trustees may modify or suspend the Share Repurchase Plan if it deems such action to be in the Company’s best interest and the best interest of its shareholders. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any particular calendar quarter, shares repurchased during such calendar quarter will be repurchased on a pro rata basis.\n\nThe Company did not repurchase any of its common shares during the three months ended March 31, 2026.\n\nFrom Inception through March 31, 2026, 130,473 Class E OP Units in the Operating Partnership were issued to the Special Limited Partners.\n\nFrom Inception through March 31, 2026, the Company issued 203,445 Class E shares to the Adviser as payment of management fees. As of March 31, 2026, the Adviser held 203,808 Class E shares, including shares previously purchased by the Adviser. The repurchase of any Class E OP Units held by the Special Limited Partner or Class E shares held by the Adviser acquired as payment of management fee earned by the Adviser occurs outside of our Share Repurchase Plan."}