8-K - Blue Owl Digital Infrastructure Trust (0002069692) (Filer)

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): September 30, 2026

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Blue Owl Digital Infrastructure Trust

(Exact name of registrant as specified in its charter)

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Registrant’s Telephone Number, Including Area Code: (888) 215-2015

Not applicable

(Former name or former address, if changed since last report.)

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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:

Securities registered pursuant to Section 12(b) of the Act:

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 3.02. Unregistered Sales of Equity Securities.

On October 1, 2026, Blue Owl Digital Infrastructure Trust (the “Company”) sold an aggregate of 900,630 of its common shares (with the final number of shares being determined on October 16, 2026) for gross proceeds of approximately $9.6 million, based on net asset value (“NAV”) per share as of September 30, 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.

The following table details the common shares sold:

(1)Gross proceeds for Class S shares include aggregate commissions of $25,218.

Item 8.01. Other Events.

Distributions Declared

On September 30, 2026, the Company declared distributions for each outstanding class of its common shares in the amounts per share set forth below:

The net 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 September 30, 2026 and were paid on or about October 19, 2026. These distributions were paid in cash or reinvested in common shares for shareholders participating in the Company’s distribution reinvestment plan.

September 30, 2026 NAV Per Share

The NAV per share for each class of the Company’s common shares as of September 30, 2026 is set forth below:

A detailed calculation of the NAV per share is set forth below. The Company calculates NAV per share in accordance with the valuation guidelines that have been approved by the Company’s Board of Trustees. The Company’s total NAV presented in the following tables includes the NAV of its Class S, Class D, Class I, and Class E common 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 September 30, 2026 ($ in thousands):

The following table provides a breakdown of the Company’s total NAV and NAV per share/unit by class as of September 30, 2026 ($ in thousands, except per share/unit data):

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

(2)Includes the partnership interests of ODIT OP held by certain affiliates of the Company.

Portfolio Update ($ in thousands)

As of September 30, 2026, the Company holds interests in 13 properties, of which 12 are wholly-owned, and has a total portfolio value of $4,687,190. The Company’s properties have a remaining weighted average base lease term of 9.0 years and a remaining weighted average fully extended1 lease term of 21.1 years with 94.5% of tenants rated investment grade2.

As of September 30, 2026, 95.0% 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 5.4% and 54.7%, respectively.

1 Assumes customers 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.