Digital Realty Trust, Inc. and Digital Realty Trust, L.P., are parties to an at-the-market (ATM) equity offering sales agreement dated January 4, 2019, as amended in 2020 (the “Sales Agreement”). Pursuant to the Sales Agreement, Digital Realty Trust, Inc. can issue and sell common stock having an aggregate offering price of up to $1.0 billion through various named agents from time to time. For the nine months ended September 30, 2021, Digital Realty Trust, Inc. issued approximately 1.1 million common shares under the Sales Agreement at an average price of $161.92 per share. For the nine months ended September 30, 2020, Digital Realty Trust, Inc. issued approximately 6.1 million common shares under the Sales Agreement at an average price of $146.89 per share. As of September 30, 2021, approximately $577.6 million remains available for future sales under the program.

On September 13, 2021, Digital Realty Trust, Inc. completed an underwritten public offering of 6,250,000 shares of its common stock, all of which were offered in connection with forward sale agreements it entered into with certain financial institutions acting as forward purchasers. The forward purchasers borrowed and sold an aggregate of 6,250,000 shares of Digital Realty Trust, Inc.’s common stock in the public offering. Digital Realty Trust, Inc. did not receive any proceeds from the sale of our common stock by the forward purchasers in the public offering. The Company may receive gross proceeds of approximately $1.0 billion (based on the offering price of $155.69 per share) upon full physical settlement of the forward sale agreements, which is to be no later than March 13, 2023. Upon physical settlement of the forward sale agreements, the Operating Partnership is expected to issue general partner common partnership units to Digital Realty Trust, Inc. in exchange for contribution of the net proceeds. The forward purchasers had also granted to the underwriters an option, exercisable until October 13, 2021, to purchase up to 937,500 additional shares at a price of $155.69, which represents the initial price to the public less the underwriting discount. The underwriters opted not to exercise their option within the specified time period. We account for our forward equity sales agreements in accordance with the accounting guidance governing financial instruments and derivatives. As of September 30, 2021, none of our forward equity sales agreements were deemed to be liabilities as they did not embody obligations to repurchase our shares, nor did they embody obligations to issue a variable number of shares for which the monetary value was predominantly fixed, varied with something other than the fair value of our shares, or varied inversely in relation to our shares. We also evaluated whether the agreements met the derivatives and hedging guidance scope exception to be accounted for as equity instruments and concluded that the agreements can be classified as equity contracts based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to our own stock.

Noncontrolling interests are interests in consolidated subsidiaries that are not owned by Digital Realty Trust, Inc. The following table details the components of noncontrolling interests (in thousands):

The following table shows the ownership interest noncontrolling interests hold in the Operating Partnership as well as the interest held by Digital Realty Trust, Inc. as of the respective dates shown below:

Limited partners have the right to require the Operating Partnership to redeem all or a portion of their common units for cash based on the fair market value of an equivalent number of shares of Digital Realty Trust, Inc. common stock at the time of redemption. Alternatively, Digital Realty Trust, Inc. may elect to acquire those common units in exchange for shares of its common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. The common units and incentive units of the Operating Partnership are classified within equity, except for certain common units issued to certain former DuPont Fabros Technology, L.P. unitholders in the Company’s acquisition of DuPont Fabros Technology, Inc., which are subject to certain restrictions and, accordingly, are not presented as permanent equity in the condensed consolidated balance sheet.

The redemption value of the noncontrolling Operating Partnership common units and the vested incentive units was approximately $888.4 million and $1,078.9 million based on the closing market price of Digital Realty Trust, Inc. common stock on September 30, 2021 and December 31, 2020, respectively.

The following table shows activity for the noncontrolling interests in the Operating Partnership for the nine months ended September 30, 2021:

(1)	These redemptions and conversions were recorded as a reduction to noncontrolling interests in the Operating Partnership and an increase to common stock and additional paid in capital based on the book value per unit in the accompanying consolidated balance sheet of Digital Realty Trust, Inc.

Dividends and Distributions

Digital Realty Trust, Inc. Dividends

Digital Realty Trust, Inc. declared and paid the following dividends on its common and preferred stock for the nine months ended September 30, 2021 (in thousands, except per share data):


		Series C			Series J		Series K		Series L
		Preferred			Preferred		Preferred		Preferred		Common
Date dividend declared	Dividend payment date	Stock			Stock		Stock		Stock		Stock
February 25, 2021	March 31, 2021	$	3,333		$	2,625	$	3,071	$	4,485	$	326,965
May 10, 2021	June 30, 2021		—	⁽¹⁾		2,625		3,071		4,485		328,279
August 10, 2021	September 30, 2021		—			2,625		3,071		4,485		329,720
		$	3,333		$	7,875	$	9,213	$	13,455	$	984,964
Annual rate of dividend per share		$	1.65625		$	1.31250	$	1.46250	$	1.30000	$	4.64000

(1)	These shares were redeemed on May 17, 2021.

Digital Realty Trust, L.P. Distributions

All distributions on the Operating Partnership’s units are at the discretion of Digital Realty Trust, Inc.’s Board of Directors. The table below shows the distributions declared and paid by the Operating Partnership on its common and preferred units for the nine months ended September 30, 2021 (in thousands, except for per unit data):


		Series C			Series J		Series K		Series L
		Preferred			Preferred		Preferred		Preferred		Common
Date distribution declared	Distribution payment date	Units			Units		Units		Units		Units
February 25, 2021	March 31, 2021	$	3,333		$	2,625	$	3,071	$	4,485	$	336,041
May 10, 2021	June 30, 2021		—	⁽¹⁾		2,625		3,071		4,485		336,543
August 10, 2021	September 30, 2021		—			2,625		3,071		4,485		337,447
		$	3,333		$	7,875	$	9,213	$	13,455	$	1,010,031

Annual rate of distribution per unit		$	1.65625		$	1.31250	$	1.46250	$	1.30000	$	4.64000

(1)	These units were redeemed on May 17, 2021.