MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References herein to "Blue Owl Digital Infrastructure Trust," "Company," "we," "us," or "our" refer to Blue Owl Digital Infrastructure Trust and its subsidiaries unless the context specifically requires otherwise.
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in Part I. Item 1A - "Risk Factors" in our Annual Report on Form 10-K filed with the SEC on March 11, 2026, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. Dollars are in thousands, except for per share amounts.
Overview
Blue Owl Digital Infrastructure Trust is a Maryland statutory trust formed on April 7, 2025 ("Inception"). The Company invests primarily in stabilized, development, and value-add digital infrastructure investments. To a lesser extent, we may also invest in real estate debt investments. The Company is the sole general partner of ODIT OP, and we own, and plan to continue to own, all or substantially all of our assets through ODIT OP. We are externally managed by the Adviser. The Company's principal business is the acquisition, ownership, financing and leasing of stabilized, development, and value-add digital infrastructure assets leased to primarily investment-grade and creditworthy customers, and its management does not distinguish the principal business, or group the operations, by geography or property type for purposes of measuring performance. Accordingly, the Company has only one reportable segment.
We were capitalized through the purchase by an affiliate of the Adviser of 100 common shares for an aggregate purchase price of $1 on May 20, 2025 (the "Initial Capitalization").
The Company is structured as a non-listed, perpetual-life investment vehicle. We intend to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), for U.S. federal income tax purposes. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income to shareholders and maintain our qualification as a REIT.
As of September 30, 2026, we have received net proceeds of $2,060,974 from the sale of our common shares, including shares issued to certain limited partners of the BODI Funds in connection with their in-kind contribution of interests in the subject assets to the Company, based on an initial purchase price of $10.00. We have contributed the net proceeds to ODIT OP in exchange for a corresponding number of Class S, Class D, Class I, and Class E OP Units. ODIT OP has primarily used the net proceeds to make investments in real estate and debt investments as further described below under "Investment Portfolio." We intend to continue selling shares on a monthly basis.
Emerging Growth Company Status
We are, and we will remain, an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the date of an initial public offering pursuant to an effective registration statement under the Securities Act, (ii) in which we have total annual gross revenue of at least $1,235,000, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our shares that is held by non-affiliates exceeds $700,000 as of the date of our most recently completed second fiscal quarter, and (b) the date on which we have issued more than $1,000,000 in non-convertible debt during the prior three-year period. For so long as we remain an "emerging growth company" we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We cannot predict if investors will find our shares less attractive because we may rely on some or all of these exemptions.
In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies that comply with public company effective dates and may result in less investor confidence.
Recent Developments
Our business is impacted by conditions in the financial markets and economic conditions in the United States and to a lesser extent, globally.
During the third quarter of 2026, global equity and debt markets remained driven by expectations around inflation, interest rates, artificial intelligence ("AI")-related capital expenditures, and ongoing geopolitical tensions, including in the Middle East and their impact on certain energy prices. Equity indices saw modest appreciation during the third quarter despite lack of market breadth, with approximately two-thirds of S&P 500 and Russell 1000 stocks retreating during the quarter.
The 10-year Treasury yield in the United States ended the third quarter of 2026 at 5.29%, approximately 85 basis points higher than June 30, 2026, and in late September, the Federal Reserve announced a rate hike of 25 basis points, increasing the federal funds target range to 3.75% to 4.00%. This represented a significant shift from the beginning of the year, when market participants had anticipated further reductions in the federal funds rate.
Industry valuations and transaction volumes remain under pressure due to a combination of the announcement of tariffs, increased vacancy rates, changes in base rates, and uncertainty around future capital availability. In contrast, our real assets business, focused on triple net lease, continued to deploy significant capital. Our investors continue to benefit from the inflation-mitigating characteristics of the net lease structure, highly predictable net rent growth, and long-duration contractual income across the portfolio.
We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and we are assessing the impact of these factors on financial markets and on our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy, and our Condensed Consolidated financial statements. See "Part I. Item 1A. Risk Factors - Risks Related to Our Business and Operations" in our 2025 Annual Report on Form 10-K filed with the SEC on March 11, 2026.
Q3 2026 Highlights (Results of Operations)
Operating Results
•Declared monthly net distributions on our common shares totaling $23,675 for the three months ended September 30, 2026. The details of the total returns are shown in the following table:
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Class S
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Class D
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Class I
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Class E
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Year-to-Date Total Return, without upfront selling commissions (1)
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8.39
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%
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8.87
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%
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9.07
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%
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11.47
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%
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Year-to-Date Total Return, assuming maximum upfront selling commissions (1)
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4.72
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%
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7.26
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%
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N/A
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N/A
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Inception-to-Date Total Return, without upfront selling commissions (1)
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11.35
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%
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12.01
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%
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12.29
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%
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15.59
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%
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Inception-to-Date Total Return, assuming maximum upfront selling commissions (1)
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6.85
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%
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10.03
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%
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N/A
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N/A
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__________________
(1)Total return is calculated as the change in NAV per share during the respective periods plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan. Total return for periods less than one year is annualized. The Company believes total return is a useful measure of the overall investment performance of its shares.
Investments
•During the three months ended September 30, 2026, the Company received distributions of approximately $47,381 from its debt investment joint venture.
•The Company acquired a 16.0% interest in Miner JV for total cash consideration of $109,156 during the three months ended September 30, 2026. Miner JV was formed to fund the development of a data center property in New Mexico.
•Invested and sold $30,955 and $3,698, respectively, of CMBS during the three months ended September 30, 2026.
Capital Activity and Financings
•Raised net proceeds of $160,740 from the sale of our common shares and repurchased 238,951 of our common shares for $2,501 during the three months ended September 30, 2026.
•Incurred net borrowings of $18,000 in secured debt and repaid $150,000 of outstanding borrowings under our credit facility during the three months ended September 30, 2026.
•Incurred net borrowings under secured financings of debt investments of $54,491, which are secured by certain CMBS investments.
Overall Portfolio
•As of September 30, 2026, our portfolio consisted of investments in real estate (94%), debt investments (4%), and investments in unconsolidated joint ventures (2%), based on fair value.
•Our 12 wholly owned properties as of September 30, 2026, consisted of assets located in the Midwest (17%), Southeast (35%), Southwest (15%), and West (33%) regions of the United States based on fair value.
•Our debt investments as of September 30, 2026, consisted of CMBS. For further details on underlying real estate collateral, refer to "Investment Portfolio - Debt Investments".
Investment Portfolio
Real Estate Investments
The following charts describe the diversification of our wholly owned portfolio by geographical region (1) based on fair value and customer credit ratings (2) based on the next twelve months ("NTM") rent as of September 30, 2026:
(1) Region weighting is measured as the gross asset value of our consolidated real estate investments against the total asset value of all consolidated real estate investments.
(2) Customer credit rating weighting is based on the NTM base rent of our customers against the total NTM rental income of all our customers.
The following table provides a summary of our wholly owned portfolio as of September 30, 2026 (dollars in thousands):
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Region
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Number of Properties
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Megawatts
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Occupancy Rate (1)
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NTM Rent Per Leased Megawatt (2)
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Gross Asset Value (3)
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NTM Rent (2)
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Percentage of Total NTM Rent
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Midwest
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3
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43
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100%
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$1,394
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$
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740,470
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$
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59,954
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20%
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Southeast
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3
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96
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97%
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941
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1,508,200
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90,292
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30%
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Southwest
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2
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28
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100%
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1,523
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626,220
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42,640
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14%
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West
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4
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68
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100%
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1,615
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1,414,990
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109,847
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36%
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Total
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12
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235
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$
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4,289,880
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$
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302,733
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100%
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__________
(1)Occupancy Rate is calculated as the percentage of leased megawatts.
(2)Represents average effective NTM rent per leased megawatt. The term "NTM" refers to base rental income for the next twelve months.
(3)Based on fair value as of September 30, 2026.
Real Estate and Leases
The following table provides information regarding our wholly owned real estate property types as of September 30, 2026:
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Investment
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Number of Properties
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Location
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Acquisition/Commencement Date
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Ownership Interest
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Megawatts
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Occupancy Rate (1)
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Midwest:
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CHI01A
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1
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Elk Grove Village, IL
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December 2025
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100%
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16
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100%
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CHI01B
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1
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Elk Grove Village, IL
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December 2025
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100%
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24
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100%
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NAL01A
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1
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New Albany, OH
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December 2025
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100%
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3
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100%
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Southeast:
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ATL01A
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1
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Alpharetta, GA
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December 2025
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100%
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7
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90%
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NVA01A
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1
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Sterling, VA
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December 2025
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100%
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17
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100%
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NVA11A
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1
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Gainesville, VA
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June 2026
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100%
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72
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100%
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Southwest:
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DFW01A
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1
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Plano, TX
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December 2025
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100%
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21
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100%
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DFW01B
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1
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Plano, TX
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December 2025
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100%
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7
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100%
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West:
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POR01A
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1
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Hillsboro, OR
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December 2025
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100%
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5
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100%
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POR02A
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1
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Hillsboro, OR
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December 2025
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100%
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23
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100%
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SVY01A
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1
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San Jose, CA
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December 2025
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100%
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9
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100%
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SVY01B
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1
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San Jose, CA
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December 2025
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100%
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31
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100%
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Total
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12
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235
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__________________
(1)Occupancy Rate is calculated as the percentage of leased megawatts.
Lease Expirations
The following schedule details the expiring leases at our wholly owned real estate properties by the NTM rent and leased megawatts as of September 30, 2026 (dollars in thousands):
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Year
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Number of Expiring Leases
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NTM Rent (1) (2)
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% of Total NTM Rent Expiring
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Megawatts
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% of Total Megawatts Expiring
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2026 (remaining)
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3
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$
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2,799
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1%
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17
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7%
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2027
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11
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13,410
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4%
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8
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3%
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2028
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5
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12,088
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4%
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7
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3%
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2029
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7
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16,806
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6%
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10
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4%
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2030
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6
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29,201
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10%
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18
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8%
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2031
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5
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36,200
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12%
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25
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11%
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2032
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2
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4,963
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2%
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4
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2%
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2033
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-
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-
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-%
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-
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-%
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2034
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3
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30,571
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10%
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23
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10%
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2035
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1
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7,116
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2%
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6
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3%
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Thereafter
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4
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149,579
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49%
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117
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49%
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Total
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47
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$
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302,733
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100%
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235
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100%
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__________
(1)The term "NTM" refers to base rental income for the next twelve months.
(2)Excludes executed leases for which rent has not commenced as of September 30, 2026.
Investments in Unconsolidated Joint Ventures
As of September 30, 2026, the Company owns interests in two unconsolidated joint ventures with third parties, each accounted for under the FVO and detailed in the table below:
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Investment
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Number of Investments
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Number of Properties
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Ownership Percentage
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Carrying Amount of Investment
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Income
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Unconsolidated joint ventures accounted for under the FVO
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Debt investments
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1
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-
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40.0%
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$
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150
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$
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1,757
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Data centers
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1
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1
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16.0%
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109,156
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-
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Total unconsolidated joint ventures accounted for under the FVO
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2
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1
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$
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109,306
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$
|
1,757
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|
During the nine months ended September 30, 2026, the principal on the unconsolidated joint venture's debt investment and its associated secured financing were repaid. As of September 30, 2026, the unconsolidated joint venture held net cash proceeds from the repayment.
On September 21, 2026, the Company contributed cash consideration of $109,156 in exchange for a 16.0% interest in Miner JV. Miner JV was formed to fund the development of a data center property in New Mexico.
Debt Investments
As of September 30, 2026, the Company's debt investments consisted of CMBS, which are detailed in the following table:
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Type of Security/Loan
|
|
Weighted Average
Coupon (1)
|
|
Weighted Average Maturity Date (2)
|
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Face Amount
|
|
Cost Basis
|
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Fair Value
|
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CMBS
|
|
SOFR + 3%
|
|
2/17/2042
|
|
$
|
180,095
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|
|
$
|
180,750
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|
|
$
|
179,063
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|
__________________
(1)The term SOFR refers to the relevant floating benchmark rate, one-month SOFR.
(2)The weighted average maturity date is based on the fully extended maturity date of the instrument.
Results of Operations
The following table sets forth the results of our operations for the three months ended September 30, 2026. There is no comparative information yet available as operations commenced on December 1, 2025.
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|
September 30, 2026
|
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Revenues
|
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|
Rental revenue
|
|
$
|
143,357
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|
Total revenues
|
|
143,357
|
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|
Expenses
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|
Rental property operating
|
|
65,906
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|
General and administrative
|
|
2,141
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|
Management fee
|
|
4,139
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|
Performance participation allocation
|
|
5,505
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|
Depreciation and amortization
|
|
62,051
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|
Total expenses
|
|
139,742
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|
|
|
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|
|
Other income (expense)
|
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|
|
Income from unconsolidated joint ventures
|
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32
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|
|
Interest expense
|
|
(36,860)
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|
|
Interest income
|
|
4,178
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|
|
Other income, net
|
|
16,831
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|
Total other expense, net
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|
(15,819)
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|
Net loss
|
|
(12,204)
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|
Net loss attributable to non-controlling interests
|
|
186
|
|
|
Net loss attributable to ODIT shareholders
|
|
$
|
(12,018)
|
|
Rental revenue
Rental revenue from our property operations was $143,357 for the three months ended September 30, 2026. Our revenues consist of rental revenue from our 12 operating properties.
Rental property operating expenses
Rental property operating expenses were $65,906 for the three months ended September 30, 2026. Our rental property operating expenses primarily include utilities, real estate taxes, and common area maintenance for our 12 operating properties.
General and administrative expenses
General and administrative expenses were $2,141 for the three months ended September 30, 2026. Our general and administrative expenses were primarily driven by legal and professional fee expenses incurred by the Company.
Management fee
The management fee for the three months ended September 30, 2026 was $4,139, which was attributable to the Company's average net asset value during the period.
Performance participation allocation
The performance participation allocation was $5,505 for the three months ended September 30, 2026. Our performance participation allocation represents 12.5% of ODIT OP's total return after other unit holders receive a 5% total return and any loss carryforward is recouped. There is currently no loss carryforward to be recouped.
Depreciation and amortization
Depreciation and amortization expense for the three months ended September 30, 2026 was $62,051 related to our 12 operating properties.
Income from unconsolidated joint ventures
Income from unconsolidated joint ventures for the three months ended September 30, 2026 was $32, which is related to our debt investment joint venture. There was no income from our data center joint venture during the three months ended September 30, 2026.
Interest expense
Interest expense for the three months ended September 30, 2026 was $36,860. Our interest expense is primarily driven by our secured ABS and CMBS loans and credit facility.
Interest income
Interest income was $4,178 for the three months ended September 30, 2026, which was primarily driven by income from our CMBS debt investments.
Other income, net
Other income, net for the three months ended September 30, 2026 was $16,831, which was primarily due to gains on our derivative instruments.
The following table sets forth the results of our operations for the nine months ended September 30, 2026. There is no comparative information yet available as operations commenced on December 1, 2025.
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|
|
|
|
|
September 30, 2026
|
|
Revenues
|
|
|
|
Rental revenue
|
|
$
|
333,144
|
|
|
Total revenues
|
|
333,144
|
|
|
|
|
|
|
Expenses
|
|
|
|
Rental property operating
|
|
147,226
|
|
|
General and administrative
|
|
8,768
|
|
|
Management fee
|
|
11,334
|
|
|
Performance participation allocation
|
|
15,045
|
|
|
Depreciation and amortization
|
|
173,627
|
|
|
Total expenses
|
|
356,000
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
Income from unconsolidated joint ventures
|
|
1,757
|
|
|
Interest expense
|
|
(89,193)
|
|
|
Interest income
|
|
11,542
|
|
|
Other income, net
|
|
13,213
|
|
|
Total other expense, net
|
|
(62,681)
|
|
|
Net loss
|
|
(85,537)
|
|
|
Net loss attributable to non-controlling interests
|
|
1,640
|
|
|
Net loss attributable to ODIT shareholders
|
|
$
|
(83,897)
|
|
Rental revenue
Rental revenue from our property operations was $333,144 for the nine months ended September 30, 2026, which consists of rental revenue from our 12 operating properties.
Rental property operating expenses
Rental property operating expenses were $147,226 for the nine months ended September 30, 2026, and primarily include utilities, real estate taxes, and common area maintenance for our 12 operating properties.
General and administrative expenses
General and administrative expenses were $8,768 for the nine months ended September 30, 2026. Our general and administrative expenses were primarily driven by legal and professional fee expenses incurred by the Company.
Management fee
The management fee for the nine months ended September 30, 2026 was $11,334, which was attributable to the Company's average net asset value during the period.
Performance participation allocation
The performance participation allocation was $15,045 for the nine months ended September 30, 2026. Our performance participation allocation represents 12.5% of ODIT OP's total return after other unit holders receive a 5% total return and any loss carryforward is recouped.
Depreciation and amortization
Depreciation and amortization expense for the nine months ended September 30, 2026 was $173,627 related to our 12 operating properties.
Income from unconsolidated joint ventures
Income from unconsolidated joint ventures for the nine months ended September 30, 2026 was $1,757, which is related to our debt investment joint venture. There was no income from our data center joint venture during the nine months ended September 30, 2026.
Interest expense
Interest expense for the nine months ended September 30, 2026 was $89,193. Our interest expense is primarily driven by our secured ABS and CMBS loans and credit facility.
Interest income
Interest income was $11,542 for the nine months ended September 30, 2026, which was primarily driven by income from our CMBS debt investments.
Other income, net
Other income, net for the nine months ended September 30, 2026 was $13,213, which was primarily due to gains on our derivative instruments not designated as hedges.
Net Asset Value and NAV Per Share Calculation
Each class has an undivided interest in our assets and liabilities, other than class-specific, ongoing servicing fees. In accordance with the valuation guidelines, our NAV per share for each class is determined as of the last calendar day of each month, using a process that reflects several components, including the estimated fair value of (1) each of our properties, (2) our debt investments and other securities for which third-party market quotes are available, (3) our other debt investments and other securities, and (4) our other assets and liabilities. The NAV for each class of shares is based on the net asset values of our investments (including debt investments and other securities), the addition of any other assets (such as cash on hand), and the deduction of any liabilities (including the allocation/accrual of any performance participation allocation to the Special Limited Partners and the deduction of any ongoing servicing fees specifically applicable to such class of shares). At the end of each month, before taking into consideration repurchases or class-specific expense accruals for that month, any change in our aggregate NAV (whether an increase or decrease) is allocated among each class of shares based on each class's relative percentage of the previous aggregate NAV plus issuances of shares that were effective on the first calendar day of such month. The NAV calculation is generally available on or around the fifteenth calendar day after the last calendar day of each month. Following the aggregation of the net asset values of our investments, the addition of any other assets (such as cash on hand), and the deduction of any other liabilities, any class-specific adjustments are incorporated into our NAV, including additional issuances and repurchases of our common shares and accruals of class-specific ongoing servicing fees. For each applicable class of shares, the ongoing servicing fee is calculated as a percentage of the aggregate NAV for such class of shares. At the close of business on the date that is one business day after each record date for any declared distribution, our NAV for each class will be reduced to reflect the accrual of our liability to pay any distribution to our shareholders of record of each class as of the record date. NAV per share for each class is calculated by dividing such class's NAV at the end of each month by the number of shares outstanding for that class at the end of such month.
Our total NAV presented in the following tables includes the NAV of our Class S, Class D, Class I, and Class E shares, as well as the partnership interests of ODIT OP held by parties other than the Company and certain affiliates of the Company. The following table provides a breakdown of the major components of our NAV as of September 30, 2026:
|
|
|
|
|
|
|
|
|
|
|
Components of NAV
|
|
September 30, 2026
|
|
Cash and cash equivalents
|
|
$
|
108,941
|
|
|
Restricted cash
|
|
12,640
|
|
|
Investments in real estate
|
|
4,568,550
|
|
|
Investments in unconsolidated joint ventures
|
|
109,306
|
|
|
Debt investments
|
|
179,063
|
|
|
Intangible assets
|
|
694,032
|
|
|
Other assets
|
|
62,591
|
|
|
Intangible liabilities
|
|
(972,703)
|
|
|
Credit facilities, mortgage loans, and notes, net
|
|
(2,360,496)
|
|
|
Due to affiliates
|
|
(14,948)
|
|
|
Accounts payable and accrued expenses
|
|
(53,340)
|
|
|
Other liabilities
|
|
(99,591)
|
|
|
Net Asset Value
|
|
$
|
2,234,045
|
|
|
Number of outstanding shares/units
|
|
208,789,652
|
|
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of September 30, 2026 (dollars are in thousands except for per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV per share
|
|
Class S Shares
|
|
Class D Shares
|
|
Class I Shares
|
|
Class E Shares (1)
|
|
Class I OP Units (2)
|
|
Class E OP Units (3)
|
|
Total
|
|
NAV
|
|
$
|
793,849
|
|
|
$
|
40,316
|
|
|
$
|
477,601
|
|
|
$
|
876,390
|
|
|
$
|
28,293
|
|
|
$
|
17,596
|
|
|
$
|
2,234,045
|
|
|
Number of outstanding shares/units
|
|
74,923,145
|
|
|
3,805,014
|
|
|
45,074,528
|
|
|
80,696,498
|
|
|
2,670,242
|
|
|
1,620,225
|
|
|
208,789,652
|
|
|
NAV Per Share/Unit as of September 30, 2026
|
|
$
|
10.5955
|
|
|
$
|
10.5956
|
|
|
$
|
10.5958
|
|
|
$
|
10.8603
|
|
|
$
|
10.5958
|
|
|
$
|
10.8603
|
|
|
|
__________________
(1)Includes 913,532 Class E shares subject to redemption features, classified as Redeemable common shares.
(2)Includes the partnership interests of ODIT OP held by parties other than the Company.
(3)Includes the partnership interest of ODIT OP held by certain affiliates of the Company.
The following table details the weighted averages of the key assumptions in the discounted cash flow methodology used in the valuations as of September 30, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Type
|
|
Discount Rate
|
|
Capitalization Rate
|
|
Data Centers
|
|
7.7%
|
|
6.1%
|
These assumptions are determined by the Adviser and reviewed by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Input
|
|
Hypothetical Change
|
|
Data Centers
|
|
Discount Rate
|
|
0.25 % Decrease
|
|
+1.9%
|
|
(weighted average)
|
|
0.25 % Increase
|
|
(1.8)%
|
|
Capitalization Rate
|
|
0.25 % Decrease
|
|
+2.4%
|
|
(weighted average)
|
|
0.25 % Increase
|
|
(2.2)%
|
The following table reconciles shareholders' equity and ODIT OP partners' capital per our Condensed Consolidated Balance Sheet to our NAV (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2026
|
|
Shareholders' equity
|
|
$
|
1,824,922
|
|
|
Non-controlling interests attributable to ODIT OP
|
|
28,534
|
|
|
Redeemable non-controlling interests
|
|
10,947
|
|
|
Redeemable common shares
|
|
9,921
|
|
|
Total partners' capital of ODIT OP under GAAP
|
|
1,874,324
|
|
|
Adjustments:
|
|
|
|
Accrued shareholder servicing fee
|
|
41,176
|
|
|
Accrued organization and offering costs
|
|
11,410
|
|
|
Accrued distributions
|
|
(558)
|
|
|
Accumulated depreciation and amortization under GAAP
|
|
173,726
|
|
|
Unrealized net real estate and real estate debt appreciation
|
|
146,566
|
|
|
Straight-line rent
|
|
(12,599)
|
|
|
NAV
|
|
$
|
2,234,045
|
|
The following details the adjustments to reconcile GAAP shareholders' equity and total partners' capital of ODIT OP to our NAV:
•Under GAAP, we accrue the ongoing shareholder servicing fee as an offering cost at the time we sell the Class S and Class D shares. For purposes of calculating NAV, we recognize the ongoing servicing fee as a reduction of NAV on a monthly basis when such fee is paid.
•The Adviser agreed to advance certain organization and offering costs on our behalf through December 1, 2026. Such costs will be reimbursed to the Adviser on a pro-rata basis over a 60-month period beginning December 1, 2026. Under GAAP, organization costs have been accrued as a liability. For purposes of calculating NAV, such costs will be recognized as paid over the 60-month reimbursement period.
•We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of calculating our NAV. Our financial leverage ("Debt") is presented at its amortized cost basis in our consolidated GAAP financial statements. As such, any increases or decreases in the fair market value of our investments in real estate or our Debt are not included in our GAAP results. For purposes of calculating our NAV, our investments in real estate and our Debt are recorded at fair value.
•We recognize rental revenue on a straight-line basis under GAAP. Such straight-line rent adjustments and their impact on deferred taxes are excluded for purposes of calculating NAV.
Distributions
Beginning January 14, 2026, we declared monthly distributions for each class of our common shares, which are generally paid 20 days after month-end. We have paid distributions consecutively each month since such time. Each class of our common shares received the same aggregate gross distribution per share, which was $0.1250 per share for the three months ended September 30, 2026 and $0.4000 per share for the nine months ended September 30, 2026. The net distribution varies for each class based on the applicable shareholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the Dealer Manager for further remittance to the applicable distributor.
The following table details the total net distribution for each of our share classes for the nine months ended September 30, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record Date
|
|
Class S
|
|
Class D
|
|
Class I
|
|
Class E
|
|
December 31, 2025 (1)
|
|
$
|
0.0304
|
|
|
$
|
0.0354
|
|
|
$
|
0.0375
|
|
|
$
|
0.0375
|
|
|
January 31, 2026
|
|
0.0304
|
|
|
0.0354
|
|
|
0.0375
|
|
|
0.0375
|
|
|
February 28, 2026
|
|
0.0309
|
|
|
0.0356
|
|
|
0.0375
|
|
|
0.0375
|
|
|
March 31, 2026
|
|
0.0302
|
|
|
0.0353
|
|
|
0.0375
|
|
|
0.0375
|
|
|
April 30, 2026
|
|
0.0346
|
|
|
0.0396
|
|
|
0.0417
|
|
|
0.0417
|
|
|
May 31, 2026
|
|
0.0342
|
|
|
0.0395
|
|
|
0.0417
|
|
|
0.0417
|
|
|
June 30, 2026
|
|
0.0345
|
|
|
0.0395
|
|
|
0.0416
|
|
|
0.0416
|
|
|
July 31, 2026
|
|
0.0341
|
|
|
0.0395
|
|
|
0.0417
|
|
|
0.0417
|
|
|
August 31, 2026
|
|
0.0341
|
|
|
0.0394
|
|
|
0.0417
|
|
|
0.0417
|
|
|
September 30, 2026
|
|
0.0343
|
|
|
0.0395
|
|
|
0.0416
|
|
|
0.0416
|
|
|
Total
|
|
$
|
0.3277
|
|
|
$
|
0.3787
|
|
|
$
|
0.4000
|
|
|
$
|
0.4000
|
|
(1)The distribution payable to shareholders of record as of December 31, 2025 was declared on January 14, 2026.
Liquidity and Capital Resources
Liquidity
We believe we have sufficient liquidity to operate our business, with immediate liquidity comprised of cash and cash equivalents of $108,941 and availability under our variable funding notes and unsecured credit facility of $117,500 and $720,000, respectively, as of September 30, 2026. We also obtain incremental liquidity through the sale of our common shares, from which we generated net proceeds of $411,511 for the nine months ended September 30, 2026, and through the ability to sell our liquid CMBS investments, which had a fair value of $179,063 as of that date. We also may incur other forms of indebtedness or generate incremental liquidity through the sale of our real estate.
Our primary liquidity needs are to fund our investments, make distributions to our shareholders, repurchase common shares pursuant to our Share Repurchase Plan, pay operating expenses, fund capital expenditures, and repay indebtedness. Our operating expenses include, among other things, the management fee we pay to the Adviser and the performance participation allocation that ODIT OP pays to the Special Limited Partners, both of which will impact our liquidity to the extent the Adviser or the Special Limited Partners elect to receive such payments in cash, or subsequently redeem shares or OP Units previously issued to them.
Our cash needs for acquisitions and other capital investments will be funded primarily from the sale of common shares and through the incurrence or assumption of debt. Other potential future sources of capital include secured or unsecured financings from banks or other lenders and proceeds from the sale of assets, which we may also use, if necessary, in the event of unforeseen significant capital expenditures. We expect to be able to refinance debt obligations maturing in the near term through the use of available cash on hand, capacity on our variable funding notes, additional capital raise activity, or exercising existing extension options.
We continue to believe that our current liquidity position is sufficient to meet the needs of our expected investment activity.
Capital Resources
As of September 30, 2026, our consolidated indebtedness included borrowings under our secured ABS and CMBS loans, variable funding notes, unsecured credit facility, and secured financings of debt investments. The following table is a summary of our indebtedness as of September 30, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indebtedness
|
|
Weighted Average
Interest Rate (1)
|
|
Weighted Average
Maturity Date (2) (3)
|
|
Maximum Facility Size
|
|
Principal Balance Outstanding
|
|
Credit facilities, mortgage loans, and notes
|
|
|
|
|
|
|
|
|
|
Secured ABS and CMBS loans (4)
|
|
5.40%
|
|
5/26/2030
|
|
N/A
|
|
$
|
2,379,100
|
|
|
Secured variable funding notes (5)
|
|
S + 1.75%
|
|
5/27/2028
|
|
$200,000
|
|
$
|
70,000
|
|
|
Unsecured credit facility
|
|
S + 1.95%
|
|
4/1/2031
|
|
$750,000
|
|
$
|
-
|
|
|
Deferred financing costs, net
|
|
|
|
|
|
|
|
(35,789)
|
|
|
Discount on debt, net
|
|
|
|
|
|
|
|
(14,402)
|
|
|
Total credit facilities, mortgage loans, and notes, net
|
|
|
|
|
|
|
|
$
|
2,398,909
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured financings of debt investments
|
|
|
|
|
|
|
|
|
|
Secured financings of debt investments
|
|
S + 1.02%
|
|
10/29/2026
|
|
N/A
|
|
$
|
54,491
|
|
_______________
(1)The term "S" refers to the relevant floating benchmark rate, one-month or three-month SOFR.
(2)The maturity date on our secured ABS and CMBS loans is the anticipated repayment date.
(3)The unsecured credit facility maturity date is based on the fully extended maturity date.
(4)The secured ABS and CMBS loans have fixed interest rates ranging from 5.00% to 5.90% and anticipated repayment maturity dates ranging from July 2028 to July 2031.
(5)The maturity date of May 27, 2028 excludes the impact of certain extension options.
Refer to Note 8 - Debt for additional information.
Sale of Common Shares
On December 1, 2025, the Company commenced the offering of its shares through a continuous private placement offering. The Company is authorized to issue an unlimited number of shares of each of its four classes of common shares (Class S shares, Class D shares, Class I shares, and Class E shares).
As of November 6, 2026, we had received net proceeds of $2,038,238 from selling an aggregate 202,589,972 common shares in the Private Offering (consisting of 74,090,441 Class S shares, 3,760,062 Class D shares, 44,954,104 Class I shares, and 79,785,365 Class E shares).
Cash Flows
Cash flows provided by operating activities were $87,425 for the nine months ended September 30, 2026. The cash flows provided by operating activities were primarily driven by operations of our 12 properties.
Cash flows used in investing activities were $1,170,910 for the nine months ended September 30, 2026. The cash flows used in investing activities were primarily due to the acquisition of a digital infrastructure property, as well as debt investments and an investment in an unconsolidated joint venture.
Cash flows provided by financing activities were $1,009,089 for the nine months ended September 30, 2026. The cash flows provided by financing activities were primarily due to net proceeds from our ABS and CMBS loans, as well as proceeds from the issuance of common shares.
Critical Accounting Estimates
The preparation of the financial statements in accordance with GAAP involves significant judgments and assumptions and requires estimates about matters that are inherently uncertain. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our consolidated financial statements.
There have been no material changes to our critical accounting policies, including significant accounting policies that we believe are the most affected by our judgments, estimates, and assumptions, which are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Recent Accounting Pronouncements
See "Item 1. Financial Statements -Notes to Condensed Consolidated Financial Statements-2. Summary of Significant Accounting Policies and Estimates" for a discussion concerning recent accounting pronouncements.
Future Cash Requirements
The following table aggregates our contractual obligations and commitments as of September 30, 2026 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|
Indebtedness
|
|
$
|
2,503,591
|
|
|
$
|
54,491
|
|
|
$
|
850,000
|
|
|
$
|
1,599,100
|
|
|
$
|
-
|
|
|
Organizational and offering costs
|
|
11,410
|
|
|
1,902
|
|
|
4,564
|
|
|
4,564
|
|
|
380
|
|
|
Total
|
|
$
|
2,515,001
|
|
|
$
|
56,393
|
|
|
$
|
854,564
|
|
|
$
|
1,603,664
|
|
|
$
|
380
|
|
The Company also has future commitments to fund construction, customer-related capital expenditures, and general capital improvements. As of September 30, 2026, the Company had open commitments related to construction projects of approximately $10,785 for its consolidated assets and $15,947 in estimated future commitments to complete the construction of build-to-suit assets held in unconsolidated joint ventures.