10-K – 2026-02-11 – eqix-20251231.htm

partnership is subject to risks as outlined below, and more generally, to the same types of business risks as would impact our IBX data center business. A failure to successfully partner, or a failure to realize our expectations for the joint ventures, including any contemplated exit strategy from a joint venture, could materially impact our business, financial condition and results of operations. These joint ventures could also be negatively impacted by inflation, supply chain issues, an inability to obtain financing on favorable terms or at all, an inability to fill the data center sites with customers as planned, unexpected power constraints, and development and construction delays, including those we are currently experiencing in many markets globally.
Joint venture investments could expose us to risks and liabilities in connection with the formation of the new joint ventures, the operation of such joint ventures without sole decision-making authority, and our reliance on joint venture partners who may have economic and business interests that are inconsistent with our business interests.
In addition to our current and proposed joint ventures, we may co-invest with other third parties through partnerships, joint ventures or other entities in the future. These joint ventures could result in our acquisition of non-controlling interests in, or shared responsibility for, managing the affairs of a property or portfolio of properties, partnership, joint venture or other entity. We may be subject to additional risks, including:
• we may not have the right to exercise sole decision-making authority regarding the properties, partnership, joint venture or other entity;
• our joint venture structures may come with complex governance obligations that may be challenging to meet;
• if our partners become bankrupt or fail to fund their share of required capital contributions, we may choose to or be required to contribute such capital or be otherwise adversely impacted;
• our partners may have economic, tax or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives;
• our joint venture partners may take actions that are not within our control, which could require us to dispose of the joint venture asset, transfer it to a taxable REIT subsidiary ("TRS") in order to maintain our qualification for taxation as a REIT, or purchase the partner's interests or assets at an above-market price;
• our joint venture partners may take actions unrelated to our business agreement but which reflect poorly on us because of our joint venture relationship;
• disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our management from focusing their time and effort on our day-to-day business;
• we may in certain circumstances be liable for the actions of our third-party partners or guarantee all or a portion of the joint venture's liabilities, which may require us to pay an amount greater than its investment in the joint venture;
• we may fail to maintain the complex tax structure of the joint ventures and, as a result, become liable for additional tax liabilities of the joint ventures;
• our joint venture partner may have contractual exit rights under certain circumstances, and may force us to buy them out on terms and timing unfavorable to us;
• we may need to change the structure of an established joint venture or create new complex structures to meet our business needs or the needs of our partners which could prove challenging; and
• a joint venture partner's decision to exit the joint venture may not be at an opportune time for us or in our business interests.
Each of these factors may result in returns on these investments being less than we expect or in losses, and our financial and results of operations may be adversely affected.
If we cannot effectively manage our international operations and successfully implement our international expansion plans, our business and results of operations would be adversely impacted.
For the years ended December 31, 2025, 2024 and 2023, we recognized approximately 61%, 62% and 63%, respectively, of our revenues outside the U.S. We currently operate outside of the U.S. in Canada, Mexico, South America, the Asia-Pacific region and the EMEA region.
In addition, we are currently undergoing expansions or evaluating expansion opportunities outside of the U.S., which could include entering into emerging and higher-risk markets which may expose us to new risks. Undertaking and managing expansions in foreign jurisdictions may present unanticipated challenges to us.
28

Table of Contents

Our international operations are generally subject to a number of additional risks, including:
• the costs of customizing IBX data centers for foreign countries;
• protectionist laws and business practices favoring local competition;
• greater difficulty or delay in accounts receivable collection;
• difficulties in staffing and managing foreign operations, including negotiating with foreign labor unions or workers' councils;
• difficulties in managing across cultures and in foreign languages;
• political and economic instability;
• difficulties in managing varying business standards and construction speeds across markets;
• fluctuations in currency exchange rates;
• exposure to hyperinflation related to expansion into developing countries;
• difficulties in repatriating funds from certain countries;
• our ability to obtain, transfer or maintain licenses required by governmental entities with respect to our business;
• difficulties in procuring power and/or in obtaining stable sources of power;
• our ability to secure and maintain the necessary physical and telecommunications infrastructure;
• unexpected changes in political environments and government relations including trade wars;
• changes in the government and public administration in emerging markets that may impact the stability of foreign investment policies;
• compliance with anti-bribery and corruption laws;
• compliance with economic and trade sanctions enforced by the Office of Foreign Assets Control of the U.S. Department of Treasury, the Bureau of Industry and Security of the US Department of Commerce and other enforcement agencies in other jurisdictions around the world including those related to the Russian and Ukrainian war;
• compliance with changing and conflicting laws, policies and requirements related to sustainability;
• increasing scrutiny on the operational resilience of data centers, especially in countries where data centers are designated as critical national infrastructure and/or essential ICT service providers;
• increasing resistance to data center presence and expansion by local communities;
• compliance with evolving cybersecurity laws including reporting requirements;
• unexpected changes and compliance with tax laws; and
• compliance with evolving governmental regulation.
If we cannot effectively manage the challenges associated with our international operations and expansion plans, we could experience a delay in our expansion projects or a failure to grow. Expansion challenges and international operations failures could also materially damage our reputation, our brand, our business and results of operations. Our success depends, in part, on our ability to anticipate and address these risks and manage these difficulties.
We continue to invest in our expansion efforts, but may not have sufficient customer demand in the future to realize expected returns on these investments.
We are considering the acquisition or lease of additional properties and the construction of new IBX data centers beyond those expansion projects already announced. We will be required to commit substantial operational and financial resources to these IBX data centers in advance of securing customer contracts and we may not have sufficient customer demand in those markets to support these IBX data centers once they are built. In addition, unanticipated technological changes could affect customer requirements for data centers, and we may not have built such requirements into our new IBX data centers. Either of these contingencies, if they were to occur, could make it difficult for us to realize expected or reasonable returns on these investments.
Risks Related to Our Capital Needs and Capital Strategy
Our substantial debt could adversely affect our cash flows and limit our flexibility to raise additional capital.
We have a significant amount of debt and have announced our need to incur additional debt to support our planned growth. Additional debt may also be incurred to fund future acquisitions, any future special distributions, regular distributions or the other cash outlays associated with maintaining our qualification for taxation as a REIT. As of December 31, 2025, our total indebtedness (inclusive of finance lease liabilities and gross of debt issuance costs and debt discounts) was approximately $21.4 billion, our stockholders' equity was $14.2 billion and our cash, cash equivalents and short-term investments totaled $3.2 billion. In addition, as of December 31, 2025, we had
29

Table of Contents

approximately $4.0 billion of additional liquidity available to us from our $4.0 billion revolving credit facility. In addition to our substantial debt, we lease many of our IBX data centers and certain equipment under lease agreements, some of which are accounted for as operating leases. As of December 31, 2025, we recorded operating lease liabilities of $1.5 billion, which represents our obligation to make lease payments under those lease arrangements.
Our substantial amount of debt and related covenants, our off-balance sheet commitments, and our intent to raise additional debt could have important consequences. For example, they could:
• require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt and in respect of other off-balance sheet arrangements, reducing the availability of our cash flow to fund future capital expenditures, working capital, execution of our expansion strategy and other general corporate requirements;
• increase the likelihood of negative outlook from our credit rating agencies, or of a downgrade to our current rating;
• make it more difficult for us to satisfy our obligations under our various debt instruments;
• increase our cost of borrowing and even limit our ability to access additional debt to fund future growth;
• increase our vulnerability to general adverse economic and industry conditions and adverse changes in governmental regulations;
• limit our flexibility in planning for, or reacting to, changes in our business and industry, which may place us at a competitive disadvantage compared with our competitors;
• limit our operating flexibility through covenants with which we must comply;
• limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity, which would also limit our ability to further expand our business; and
• make us more vulnerable to increases in interest rates because of the variable interest rates on some of our borrowings to the extent we have not entirely hedged such variable-rate debt.
The occurrence of any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition.
We also plan to refinance a portion of our outstanding debt as it matures. Given current market conditions, there is a risk that we may not be able to refinance existing debt or the terms of any refinancing may not be as favorable as the terms of our existing debt. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in even higher interest rates upon refinancing than we anticipate, the interest expense relating to that refinanced indebtedness would increase. Volatility in the financial markets and rising interest rates could affect our ability to access the capital markets at a time when we desire, or need, to do so which could have an impact on our flexibility to pursue additional expansion opportunities and maintain our desired level of revenue growth in the future.
These risks could materially adversely affect our financial condition, cash flows and results of operations.
Sales or issuances of shares of our common stock may adversely affect the market price of our common stock.
Future sales or issuances of common stock or other equity related securities may adversely affect the market price of our common stock, including any shares of our common stock issued to finance capital expenditures, finance acquisitions or repay debt. In October 2024, we established an "at the market" equity offering program (the "2024 ATM Program") to replace a previous program from 2022 which had been exhausted (the "2022 ATM Program”). Under the $2.0 billion 2024 ATM Program, we may, from time to time, issue and sell shares of our common stock to or through sales agents up to established limits. As of December 31, 2025, we had approximately $1.2 billion available for sale under the 2024 ATM Program. We have refreshed our ATM program in the past and may refresh our ATM program in the future, which may lead to additional dilution for our stockholders. We may also seek authorization to sell additional shares of common stock through other means which could lead to additional dilution for our stockholders. Please see Note 11 within the Consolidated Financial Statements of this Annual Report on Form 10-K for sales of our common stock under our ATM programs.
If we are not able to generate sufficient operating cash flows or obtain external financing, our ability to fund incremental expansion plans may be limited.
30

Table of Contents

Our capital expenditures, together with ongoing operating expenses, obligations to service our debt and the cash outlays associated with our REIT distribution requirements, are, and will continue to be, a substantial burden on our cash flow and may decrease our cash balances. Additional debt or equity financing may not be available when needed or, if available, may not be available on satisfactory terms. Our inability to obtain additional debt and/or equity financing or to generate sufficient cash from operations may require us to prioritize projects or curtail capital expenditures which could adversely affect our results of operations.
Risks Related to Sustainability, Environmental Laws and Climate Change
Environmental and sustainability laws and regulations may impose upon us new or unexpected costs.
Many countries and states have increasingly taken a more proactive approach relating to sustainability through the adoption of laws, regulations and directives that require corporations to disclose their corporate sustainability efforts, including through mandatory reporting and preparation of carbon reduction plans. Despite there being some developments in the U.S. and the EU to deregulate, scale back or simplify the requirements on corporate sustainability efforts, the global regulatory landscape on corporate sustainability reporting has continued to expand in both size and complexity across other parts of the world in which we operate. It is possible that compliance with sustainability-related laws, regulations and directives will require us to re-evaluate and make changes to our business, including changes in operations and in our supply chain and thus increase our cost of doing business in the relevant affected regions or countries. We also may incur incremental costs to enhance our internal systems to collect the data needed to meet these regulatory requirements, including attestation standards.
We are subject to various federal, state and local environmental and health and safety laws and regulations in the United States and at our non-U.S. locations, including those relating to the generation, storage, handling and disposal of hazardous substances, regulated materials and wastes. Certain of these laws and regulations also impose joint and several liability, without regard to fault, for investigation and cleanup costs on current and former owners and operators of real property and persons who have arranged for, disposed of or released hazardous substances into the environment. Our operations involve the use of hazardous substances and other regulated materials such as petroleum fuel for emergency generators, as well as batteries, cleaning solutions, refrigerants and other materials. At some of our locations, hazardous substances or regulated materials are known to be present in soil or groundwater, and there may be additional unknown hazardous substances, or regulated materials present at sites that we own, operate or lease. At some of our locations, there are land use restrictions in place relating to earlier environmental cleanups that currently do not materially limit our use of the sites. To the extent any hazardous substances or any other substance or material must be investigated, cleaned up or removed from any property that we own, operate or lease, we may be responsible under applicable laws, regulations, permits or leases for the investigation, removal or cleanup of such substances or materials, the cost of which could be substantial.
Regulations or other governmental actions taken or implemented by federal executive branch officials (including U.S. Presidents) and agencies (such as the U.S. EPA), state environmental and health and safety agencies, regulators in other countries or judicial opinions or orders could limit or impact standards for air emissions from fossil fuel-fired power plants. Similarly, they could limit discharges of cooling water, the availability of potable water and otherwise impose new or different operational restraints or requirements on power plants that could increase costs and reliability of electricity. Regulatory programs intended to promote increased generation of electricity from renewable or carbon-free sources may also increase our costs of procuring electricity. In addition, we are directly subject to environmental, health and safety laws regulating air emissions, storm water management and other environmental matters arising in our business. For example, our emergency generators are subject to federal, state and country-specific regulations governing air pollutants, which could limit the operation of those generators or require the installation of new pollution control technologies. While environmental regulations do not normally impose material costs upon our operations, unexpected events, equipment malfunctions, human error and changes in law or regulations, among other factors, can lead to additional capital requirements, limitations upon our operations and unexpected increased costs.
Further, greenhouse gas ("GHG") emissions regulations, carbon taxes, carbon pricing mechanisms and removal of incentives for renewable energy development and GHG reductions could also increase expenses, create unexpected costs and require investments in new technologies. Non-U.S. regulations related to the environment and sustainability are expected to continue to increase and evolve and may impose upon us new or unexpected costs. The course of future and existing legislation and regulation in the U.S. and abroad remains difficult to predict, and the potential increased costs associated with national or supra-national GHG regulation and other government policies cannot be estimated at this time.
31

Table of Contents

We also purchase significant amounts of electricity from generating facilities and utility companies. These facilities and utility companies are subject to executive actions, environmental laws, regulations, permit requirements and policy decisions that could be subject to material change, which could result in increases in our electricity suppliers' compliance costs that may be passed through to us in the form of higher electricity costs.
Our business may be adversely affected by physical risks related to climate change and our response to it.
Acute physical risks and severe weather events, such as heatwaves, droughts, flooding, wildfires and storms, pose threats to our data centers by causing physical damages, power disruptions, and rising electricity costs, which may impact our ability to operate, maintain service and attract and retain customers, thereby affecting our costs and revenues. The frequency and intensity of severe weather events are reportedly increasing as part of broader climate changes. Changes in global weather patterns may also pose long-term risks of physical impacts to our business.
Interruptions in power transmission and grid constraints due to severe weather events can disrupt operations and increase costs, potentially resulting in adverse effects on our reputation or demand for our services and products. While we maintain disaster recovery and business continuity plans to allow us to recover from natural disasters or other events that can interrupt our business, we cannot be certain that our plans will work as intended to mitigate the impacts of such disasters or events. Failure to prevent impact to customers from such events could adversely affect our business.
We may fail to achieve our sustainability initiatives, including reaching our climate targets, or may encounter objections to them, which may adversely affect public perception of our business and affect our relationship with our customers, regulators, our stockholders and/or other stakeholders.
We face pressure from our customers, stockholders and other stakeholders, such as the communities in which we operate, who are increasingly focused on sustainability, to prioritize clean and renewable energy procurement, reduce our carbon footprint, promote resource efficiency practices and demonstrate economic benefits to society. We have established science-based climate targets, including goals of achieving 100% clean and renewable energy coverage across our global portfolio by 2030 and reaching net-zero GHG emissions across the value chain by 2040. We also plan to continue to scale our clean and renewable energy strategy and pursue opportunities to improve energy and water efficiency. As a result of these and other initiatives, we intend to make progress towards reducing our environmental impact, meeting our climate targets and ensuring that our business remains viable in a low-carbon economy.
While we believe these initiatives are beneficial to our business, they may involve additional costs for conducting our business, including costs related to collecting, measuring and reporting sustainability data and information. Further, we have undertaken efforts to support availability of new clean and renewable energy development. These efforts may increase our costs of electricity above those that would be incurred through procurement of conventional electricity from existing sources or through conventional grids. Reducing our environmental footprint may also require physical or operational modifications that may be costly. These initiatives could adversely affect our financial position and results of operations.
There is also a risk that our climate targets will not be met. It is possible that we may fail to reach our climate targets in a timely manner or that our customers, stockholders, or other stakeholders might not be satisfied with our progress. Our customers, stockholders or other stakeholders may object to our climate targets or the way we seek to achieve them. A failure to meet climate targets, or significant controversy regarding these targets and how we achieve them, could adversely affect public perception of our business, employee morale or customer, stockholder or public support. If we do not meet our customers', stockholders' or other stakeholders' expectations regarding sustainability initiatives, or lose support in our communities, our business and/or our share price could be harmed.
Some governmental and non-governmental entities in the U.S. and certain investor constituencies have questioned the appropriateness of or objected to sustainability initiatives. Some investors may use sustainability-related factors to guide their investment strategies and may choose not to invest in us, a factor that could tend to reduce demand for our shares and possibly affect our share price adversely. We may face increased governmental scrutiny, potential enforcement actions or private litigation challenging our sustainability goals, or our disclosure of those goals. This could also impact our ability to achieve our sustainability goals. New or changing regulation or public opinion regarding our sustainability goals or our actions to achieve them may result in adverse effects on our financial performance, reputation or demand for our services and products, or may otherwise result in obligations and liabilities that cannot be predicted or estimated at this time.
32

Table of Contents

Risks Related to Certain Regulations and Laws, Including Tax Laws
Government regulation related to our business or failure to comply with laws and regulations may adversely affect our business.
Various laws and governmental regulations, both in the U.S. and abroad, governing internet-related services, related communications services and information technologies are evolving rapidly to address technological advancements, shifting consumer behaviors and the rise of new services. Changes to these laws and regulations could have a material adverse effect on us and our customers. We expect there may also be forthcoming regulation in areas of regulating the responsible use of AI, such as the proposed EU Artificial Intelligence Act and the introduction of heightened measures to be adopted with respect to cybersecurity, operational resilience, data privacy, sustainability, taxation and data security, any of which could impact us and our customers.
We remain focused on whether and how existing and changing laws, such as those governing intellectual property, privacy, libel, telecommunications services, data flows/data localization, carbon emissions impact, competition and antitrust, and taxation apply to our business and those which might have a material effect on our customers’ decisions to purchase our solutions. Substantial resources may be required to comply with regulations or bring any non-compliant business practices into compliance with such regulations. In addition, the continuing development of the market for online commerce and the displacement of traditional telephony service by the internet and related communications services may prompt an increased call for more stringent consumer protection laws or other regulation both in the U.S. and abroad that may impose additional burdens on companies conducting business online and their service providers.
In countries where there are shortages of power, land and water resources, local governments have and/or will be imposing more stringent regulations and requirements to control the growth and development of data centers in their countries. New builds and further expansion of data center operations in such markets are increasingly being evaluated and approvals (where required) may only be granted where a data center operator is not only able to demonstrate that it is efficient in its use of energy and water but also that its operations have and/or will bring positive and significant environmental, economic and social impact to the country and the local community. Our data center operations increasingly have to accommodate thermal demands of high-performance computing infrastructure at scale. Using evaporative cooling to meet these demands introduces water-related risks that could impact our operations, costs, and reputation. For example, certain facilities are located in regions experiencing water stress or recurring droughts, and evaporative cooling systems can consume millions of gallons annually. In water-scarce areas, this can lead to regulatory restrictions, community opposition, or operational limitations.
Regulators are increasingly aware and recognizing the importance of data centers in ensuring the availability, resiliency, security and stability of digitalized critical services such as national security, healthcare and financial and banking services. Our business was designated "critical infrastructure" or "essential services" which allowed our data centers to remain open in many jurisdictions during the COVID-19 pandemic. Regulations such as the US Cyber Incident Reporting for Critical Infrastructure Act of 2022 (“CIRCIA 2022”), the SEC Cybersecurity Disclosure Rule, the EU Network and Information Security Directive No.2 (“NIS 2”), the EU Digital Operational Resilience Act (“DORA”), and Australia’s Security of Critical Infrastructure Act 2018 make it mandatory for Equinix to comply with more stringent requirements related to cybersecurity, data privacy, controls on data storage and cross border data transfer and operational resilience, more so, in countries where our entities and/or IBXs are designated as critical information or critical national infrastructure. For example, we have recently been designated as a “Critical ICT Third-Party Information and Communications Technology ("ICT") Service Provider" under DORA. Any regulations restricting our ability to operate our business for any reason could have a material adverse effect on our business.
Laws and regulations related to economic sanctions, export controls, anti-bribery and anti-corruption, and other international activities may restrict or limit our ability to engage in transactions or dealings with certain counterparties, in or with certain countries or territories, or in certain activities. We screen third parties against applicable sanctions lists per our standard process, and use of software solutions when possible. However, sanctions lists continue to evolve and vary by country. We continue to address necessary changes in global sanctions laws including by running manual sanctions checks in certain instances and we modify our processes as necessary in light of evolving laws. A material failure to comply with global sanctions laws could have a negative effect on our reputation, business and financial condition. In addition, we have several Chinese customers who are named in restrictive executive orders ("EOs") in the United States, and while a majority of these EOs do not apply to the type of services that we currently provide to these Chinese customers, the landscape continues to evolve, and new rules have been broader than what we have historically experienced. If we are required to cease business with these companies, or additional companies in the future, our revenues could be adversely affected. The U.S. has
33

Table of Contents

also been adopting a restrictive posture toward Chinese technology, data flows, and cross-border digital infrastructure, which could materially impact our business.
We strive to comply with all laws and regulations that apply to our business. However, as these laws evolve, they can be subject to varying interpretations and regulatory discretion. To the extent a regulator or court disagrees with our interpretation of these laws and determines that our practices are not in compliance with applicable laws and regulations, we could be subject to civil and criminal penalties that could adversely affect our business operations. The adoption, or modification of laws or regulations relating to the internet and our business, or interpretations of existing laws, could have a material adverse effect on our business, financial condition and results of operations.
Changes in U.S. or foreign tax laws, regulations, or interpretations thereof, including changes to tax rates, may adversely affect our financial statements and cash taxes.
We are a U.S. company with global subsidiaries and are subject to income and other taxes in the U.S. (although currently limited due to our taxation as a REIT) and many foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income and other taxes. Although we believe that we have adequately assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no certainty that additional taxes will not be due upon audit of our tax returns or as a result of changes to the tax laws and interpretations thereof. For example, we are currently undergoing audits in a number of jurisdictions where we operate. The final results of these audits are uncertain and may not be resolved in our favor.
The Organization for Economic Co-operation and Development ("OECD") is an international association made up of over 30 countries including the U.S. The OECD has proposed and made numerous changes to long-standing tax principles, which, if adopted by the member countries, could have a materially adverse effect on our tax liabilities. For example, it has proposed a framework to implement a global minimum tax of 15% for businesses with global revenues and profits above certain thresholds (referred to as Pillar Two). The framework includes a mechanism empowering foreign jurisdictions to levy a top-up tax on our profits in the U.S. Certain aspects of Pillar Two became effective January 1, 2024, and the rest of the new tax regime became generally effective January 1, 2025, to the extent the rules have been adopted and ratified by the legislatures in the OECD countries. On January 5, 2026, the OECD/G20 Inclusive framework on Base Erosion and Profit Shifting (the Inclusive Framework) published the “side-by-side package” of administrative guidance which significantly modifies key aspects of the Pillar Two Global Minimum Tax (GMT) framework. The side-by-side package includes safe harbors designed to largely exempt U.S.-headquartered multinational enterprises from certain income inclusion rules. As such, the risk of Pillar Two framework to our financial statements has diminished.
Our business could be adversely affected if we are unable to maintain our complex global legal entity structure.
We maintain a complex global organizational structure, containing numerous legal entities of varied types and serving various purposes, in each country in which we operate. For example, to maintain our qualification for taxation as a REIT for U.S. federal income tax purposes, we use TRSs and qualified REIT subsidiaries ("QRSs") in order to segregate our income between net income from real estate and net income from other non-real estate activities. This results in significantly more entities than we might otherwise utilize if we were not having to maintain our qualification for taxation as a REIT in the U.S.
Additionally, we maintain certain other regional and/or business specific organizational structures for various tax, legal and other business purposes. The organization, maintenance and reporting requirements for our entity structure are complex and require coordination amongst many teams within Equinix and the use of outside service providers. While we use automation tools and software where possible to manage this process, a meaningful amount of work continues to be manual. We believe we have adequate controls in place to manage these complex structures, but if our controls fail, there could be significant legal and tax implications to our business and our operations including but not limited to material tax and legal liabilities.
Risks Related to Our REIT Status in the U.S.
We may not remain qualified for taxation as a REIT.
We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our 2015 taxable year. We believe that our organization and method of operation comply with the rules and regulations promulgated under
34

Table of Contents

the Internal Revenue Code of 1986, as amended (the "Code"), such that we will continue to qualify for taxation as a REIT. However, we cannot assure you that we have qualified for taxation as a REIT or that we will remain so qualified. Qualification for taxation as a REIT involves the application of highly technical and complex provisions of the Code to our operations as well as various factual determinations concerning matters and circumstances not entirely within our control. There are limited judicial or administrative interpretations of applicable REIT provisions of the Code.
If, in any taxable year, we fail to remain qualified for taxation as a REIT and are not entitled to relief under the Code:
• we will not be allowed a deduction for distributions to stockholders in computing our taxable income;
• we will be subject to U.S. federal and state income tax on our taxable income at regular corporate income tax rates; and
• we would not be eligible to elect REIT status again until the fifth taxable year that begins after the first year for which we failed to qualify for taxation as a REIT.
Any such corporate tax liability could be substantial and would reduce the amount of cash available for other purposes. If we fail to remain qualified for taxation as a REIT, we may need to borrow additional funds or liquidate some investments to pay any additional tax liability. Accordingly, funds available for investment and distributions to stockholders could be reduced.
As a REIT, failure to make required distributions would subject us to federal corporate income tax.
We paid a quarterly distribution on December 17, 2025 and have declared a quarterly distribution for the first quarter of 2026 to be paid on March 18, 2026. The amount, timing and form of any future distributions will be determined, and will be subject to adjustment, by our Board of Directors. To remain qualified for taxation as a REIT, we are generally required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gain) each year, or in limited circumstances, the following year, to our stockholders. Generally, we expect to distribute all or substantially all of our REIT taxable income. If our cash available for distribution falls short of our estimates, we may be unable to maintain distributions that approximate our REIT taxable income and may fail to remain qualified for taxation as a REIT. In addition, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, interest expense deductions limited by Section 163(j) of the Code, the settlement of reserves or required debt service or amortization payments.
To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax on our undistributed taxable income if the actual amount that we distribute to our stockholders for a calendar year is less than the minimum amount specified under the Code.
Complying with REIT requirements may limit our flexibility or cause us to forgo otherwise attractive opportunities.
To remain qualified for taxation as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets and the amounts we distribute to our stockholders. For example, under the Code, no more than 25% (20% for our tax years beginning after December 31, 2017 and before January 1, 2026) of the value of the assets of a REIT may be represented by securities of one or more TRSs. Similar rules apply to other nonqualifying assets. These limitations may affect our ability to make large investments in other non-REIT qualifying operations or assets. In addition, in order to maintain our qualification for taxation as a REIT, we must distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. Even if we maintain our qualification for taxation as a REIT, we will be subject to U.S. federal income tax at regular corporate income tax rates for our undistributed REIT taxable income, as well as U.S. federal income tax at regular corporate income tax rates for income recognized by our TRSs; we also pay taxes in the foreign jurisdictions in which our international assets and operations are held and conducted regardless of our qualification for taxation as a REIT. Because of these distribution requirements, we will likely not be able to fund future capital needs and investments from operating cash flow. As such, compliance with REIT tests may hinder our ability to make certain attractive
35

Table of Contents

investments, including the purchase of significant nonqualifying assets and the material expansion of non-real estate activities.
Our use of TRSs, including for certain of our international operations, may cause us to fail to remain qualified for taxation as a REIT in the U.S.
Our operations utilize TRSs to facilitate our qualification for taxation as a REIT. The net income of our TRSs is not included in our REIT taxable income unless it is distributed by an applicable TRS, and income that is not included in our REIT taxable income generally is not subject to the REIT income distribution requirement. Our ability to receive distributions from our TRSs is limited by the rules with which we must comply to maintain our qualification for taxation as a REIT. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from real estate. Consequently, no more than 25% of our gross income may consist of dividend income from our TRSs and other nonqualifying types of income. Thus, our ability to receive distributions from our TRSs may be limited and may impact our ability to fund distributions to our stockholders using cash flows from our TRSs.
Further, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes (1) the fair market value of our securities in our TRSs to exceed 25% (20% for our tax years beginning after December 31, 2017 and before January 1, 2026) of the fair market value of our assets or (2) the fair market value of our securities in our TRSs and other nonqualifying assets to exceed 25% of the fair market value of our assets, then we will fail to remain qualified for taxation as a REIT. Further, a substantial portion of our TRSs are overseas, and a material change in foreign currency rates could also negatively impact our ability to remain qualified for taxation as a REIT.
The Code imposes limitations on the ability of our TRSs to utilize specified income tax deductions, including limits on the use of net operating losses and limits on the deductibility of interest expense.
Even if we remain qualified for taxation as a REIT, some of our business activities are subject to corporate level income tax and foreign taxes, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.
Even if we remain qualified for taxation as a REIT, we may be subject to some federal, state, local and foreign taxes, including taxes on any undistributed income, and state, local or foreign income, franchise, property and transfer taxes. In addition, we could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in respect of dealer property income or in order to utilize one or more relief provisions under the Code to maintain our qualification for taxation as a REIT.
A portion of our business is conducted through wholly owned TRSs because certain of our business activities could generate nonqualifying REIT income as currently structured and operated. The income of our U.S. TRSs will continue to be subject to federal and state corporate income taxes. In addition, our international assets and operations continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. Any of these taxes would decrease our earnings and our available cash.
We are also subject to a U.S. federal corporate level income tax at the highest regular corporate income tax rate on any gains recognized from the sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as an asset that we or our QRSs hold following the liquidation or other conversion of a former TRS). This tax is generally applicable to any disposition of such an asset during the five-year period after the date we first owned the asset as a REIT asset, to the extent of the built-in-gain based on the fair market value of such asset on the date we first held the asset as a REIT asset.
Our certificate of incorporation contains restrictions on the ownership and transfer of our stock, though they may not be successful in preserving our qualification for taxation as a REIT.
In order for us to remain qualified for taxation as a REIT, no more than 50% of the value of outstanding shares of our stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year. In addition, rents from "affiliated tenants" will not qualify as qualifying REIT income if we own 10% or more by vote or value of the customer, whether directly or after application of attribution rules under the Code. Subject to certain exceptions, our certificate of incorporation prohibits any stockholder from owning, beneficially or constructively, more than (i) 9.8% in value of the outstanding shares of all classes or series of our capital stock or (ii) 9.8% in value or number, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. We refer to these restrictions collectively as the "ownership limits" and we included them
36

Table of Contents

in our certificate of incorporation to facilitate our compliance with REIT tax rules. The constructive ownership rules under the Code are complex and may cause the outstanding stock owned by a group of related individuals or entities to be deemed to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of our outstanding common stock (or the outstanding shares of any class or series of our stock) by an individual or entity could cause that individual or entity or another individual or entity to own constructively in excess of the relevant ownership limits. Any attempt to own or transfer shares of our common stock or of any of our other capital stock in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void. Even though our certificate of incorporation contains the ownership limits, there can be no assurance that these provisions will be effective to prevent our qualification for taxation as a REIT from being jeopardized, including under the affiliated tenant rule. Furthermore, there can be no assurance that we will be able to monitor and enforce the ownership limits. If the restrictions in our certificate of incorporation are not effective and, as a result, we fail to satisfy the REIT tax rules described above, then absent an applicable relief provision, we will fail to remain qualified for taxation as a REIT.
In addition, the ownership and transfer restrictions could delay, defer or prevent a transaction or a change in control that might involve a premium price for our stock or otherwise be in the best interest of our stockholders. As a result, the overall effect of the ownership and transfer restrictions may be to render more difficult or discourage any attempt to acquire us, even if such acquisition may be favorable to the interests of our stockholders.
General Risk Factors
Our derivative transactions expose us to counterparty credit risk.
Our derivative transactions expose us to risk of financial loss if a counterparty fails to perform under a derivative contract. Disruptions in the financial markets could lead to sudden decreases in a counterparty's liquidity, which could make them unable to perform under the terms of their derivative contract and we may not be able to realize the benefit of the derivative contract.
Inadequate or inaccurate external and internal information, including budget and planning data, could lead to inaccurate financial forecasts and inappropriate financial decisions.
Our financial forecasts are dependent on estimates and assumptions regarding budget and planning data, market growth, foreign exchange rates, our ability to remain qualified for taxation as a REIT, and our ability to generate sufficient cash flow to reinvest in the business, fund internal growth, make acquisitions, pay dividends and meet our debt obligations. Our financial projections are based on historical experience and on various other assumptions that our management believes to be reasonable under the circumstances and at the time they are made.
We continue to evolve our forecasting models as necessary and appropriate but if our predictions are inaccurate and our results differ materially from our forecasts, we could make inappropriate financial decisions. Additionally, inaccuracies in our models could adversely impact our compliance with REIT asset tests, future profitability, stock price and/or stockholder confidence.
Fluctuations in foreign currency exchange rates, especially the strength of the U.S. dollar, in the markets in which we operate internationally could harm our results of operations.
We have experienced and may continue to experience gains and losses resulting from fluctuations in foreign currency exchange rates. To date, the majority of revenues and costs in our international operations are denominated in foreign currencies. Where our prices are denominated in U.S. dollars, our sales and revenues could be adversely affected by declines in foreign currencies relative to the U.S. dollar, thereby making our offerings more expensive in local currencies. We are also exposed to risks resulting from fluctuations in foreign currency exchange rates in connection with our international operations. To the extent we are paying contractors in foreign currencies, our operations could cost more than anticipated as a result of declines in the U.S. dollar relative to foreign currencies. In addition, fluctuating foreign currency exchange rates have a direct impact on how our international results of operations translate into U.S. dollars.
Although we currently undertake, and may decide in the future to further undertake, foreign exchange hedging transactions to reduce foreign currency transaction exposure, not every market is appropriate for a hedging strategy and we do not currently intend to eliminate all foreign currency transaction exposure. In addition, REIT compliance rules may restrict our ability to enter into hedging transactions. Therefore, any weakness of the U.S. dollar may have a positive impact on our consolidated results of operations because the currencies in the foreign countries in
37

Table of Contents

which we operate may translate into more U.S. dollars. However, if the U.S. dollar strengthens relative to the currencies of the foreign countries in which we operate, our consolidated financial position and results of operations may be negatively impacted as amounts in foreign currencies will generally translate into fewer U.S. dollars. For additional information on foreign currency risks, refer to our discussion of foreign currency risk in "Quantitative and Qualitative Disclosures about Market Risk" included in Item 7A of this Annual Report on Form 10-K.
If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.
Our most recent evaluation of our controls resulted in our conclusion that, as of December 31, 2025, in compliance with Section 404 of the Sarbanes-Oxley Act of 2002, our internal controls over financial reporting were effective. Our ability to manage our operations and growth through, for example, the integration of recently acquired businesses, the entry into new joint venture structures, the adoption of new accounting principles and tax laws, and our overhaul of our back-office systems that, for example, support the customer experience from initial quote to customer billing and our revenue recognition process, will require us to further develop our controls and reporting systems and implement or amend new or existing controls and reporting systems in those areas where the implementation and integration is still ongoing. All of these changes to our financial systems and the implementation and integration of acquisitions create an increased risk of deficiencies in our internal controls over financial reporting. If, in the future, our internal control over financial reporting is found to be ineffective, or if a material weakness is identified in our controls over financial reporting, our financial results may be adversely affected. Investors may also lose confidence in the reliability of our financial statements which could adversely affect our stock price.
Terrorist activity, or other acts of violence, including violence stemming from the current climate of political and economic uncertainty, could adversely impact our business.
The continued threat of terrorist activity and other acts of war or hostility both domestically and abroad by terrorist organizations, organized crime organizations, or other criminals along with violence stemming from political unrest, contribute to a climate of political and economic uncertainty in many of the regions in which we operate. Due to existing or developing circumstances, we may need to incur additional costs in the future to provide enhanced security, including cybersecurity and physical security, which could have a material adverse effect on our business and results of operations. These circumstances may also adversely affect our ability to attract and retain customers and employees, our ability to raise capital and the operation and maintenance of our IBX data centers.
We may not be able to protect our intellectual property rights.
We cannot make assurances that the steps taken by us to protect our intellectual property rights will be adequate to deter misappropriation of proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. We also are subject to the risk of litigation alleging infringement of third-party intellectual property rights. Any such claims could require us to spend significant sums in litigation, pay damages, develop non-infringing intellectual property or acquire licenses to the intellectual property that is the subject of the alleged infringement.
We have various mechanisms in place that may discourage takeover attempts.
Certain provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a third party from acquiring control of us in a merger, acquisition or similar transaction that a stockholder may consider favorable. Such provisions include:
• ownership limitations and transfer restrictions relating to our stock that are intended to facilitate our compliance with certain REIT rules relating to share ownership;
• authorization for the issuance of "blank check" preferred stock;
• the prohibition of cumulative voting in the election of directors;
• limits on the persons who may call special meetings of stockholders;
• limits on stockholder action by written consent; and
• advance notice requirements for nominations to the Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings.
In addition, Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders in certain situations, may also discourage, delay or prevent someone from acquiring or merging with us.
38

ITEM 1B.    Unresolved Staff Comments
There is no disclosure to report pursuant to Item 1B.

ITEM 1C.    Cybersecurity

Equinix Risk Management and Strategy
Equinix has processes for assessing, identifying, and managing material risks from cybersecurity threats within our Information Security function (“InfoSec”) led by our Chief Information Security Officer (“CISO”).
The foundation of risk oversight at Equinix is our Enterprise Risk Management program ("ERM”), overseen by the Nominating and Governance Committee of our Board. The process is governed by the ERM Policy and includes the ERM team, the Emerging Risk team and the Governance, Risk and Compliance Committee. The ERM program focuses on identification, assessment, management, monitoring and reporting of key business risks. Risk identification involves periodic risk surveys and/or risk interviews with key business process owners and executives to identify key strategic, operational, financial, regulatory, compliance and external risks at the enterprise level. The Emerging Risk team, comprised of business leaders representing a majority of business functions at Equinix, meets monthly to identify fast-moving, potentially impactful risks.
The ERM program works with risk owners to gather, evaluate, and prioritize risk information through the completion of a risk assessment and creation of a risk profile document. Top risks, including those related to cybersecurity, are evaluated through a detailed risk assessment, and the risks are reexamined periodically as needed. InfoSec performs an annual refresh of an information security risk profile document as required by this process, and the results of such assessment are reported out for escalation, prioritization and reporting on an annual basis.
Cybersecurity Risk Management and Strategy
Equinix cybersecurity risk management activities and outcomes are guided by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”). In addition, our cybersecurity program is certified globally against the International Organization for Standardization (“ISO”) 27001 standards. Currently, our cybersecurity program includes the following key categories of security controls with many security capabilities serving under each category: Governance, Access Control, Awareness and Training, Audit and Accountability, Configuration Management, Contingency Planning, Incident Response, Data Security, Continuous Monitoring, Maintenance Controls, Media Protection, Physical Protections, Risk Assessment, Third-Party Risk Management, System and Communications Protection, and System and Information Integrity.
Equinix has also implemented our Security Engagement and Third-Party Risk programs which are designed to identify and mitigate cybersecurity risk associated with our use of third-party service providers. We use a variety of inputs in such assessments, including information supplied by the third parties and regular monitoring.
Equinix conducts annual, mandatory employee training on how to spot suspicious activity, educates employees on potential security risks, and periodically conducts cybersecurity tests across various functions to assess and refine response capabilities.
Equinix’s cybersecurity risk management processes are carried out in the context of broader business objectives and are integrated into Equinix’s broader risk management processes as described above in “Equinix Risk Management and Strategy”.
Equinix's networks, products and services are reviewed by our internal audit teams as well as independent third-party assessors in support of security-related industry certifications and attestations (including SOC2, ISO27001 and PCI DSS). When appropriate, external service providers are also used to assess, test, or otherwise assist our program.
Board of Directors’ Oversight of Risks from Cybersecurity Threat
The Nominating and Governance Committee oversees InfoSec per its charter, reviewing and considering developments related to the program and reporting on the InfoSec activities and recommendations to the full Board.
39

Information security risks have been deemed by our Board to be of critical importance to Equinix, and thus the Nominating and Governance Committee receives quarterly updates on cybersecurity and the full Board receives a report on cybersecurity at least annually. These briefings are conducted by our CISO and members of the InfoSec leadership team and cover topics such as key risk indicators, the status of strategic programs, operational updates and key initiatives, past and future action plans, and InfoSec functional updates.
In the event of a material cybersecurity incident, the full Board would be convened to receive updates and provide oversight.
Management’s Role in Assessing and Managing Material Risks from Cybersecurity Threats
Equinix's Information Security governance is supported by the Equinix Security Council, a cross-functional body of senior leaders chaired by our CISO. The Security Council is responsible for shaping Equinix's security operating model and culture, aligning Equinix-wide security standards, and providing oversight of the security program and strategic security initiatives. Its mission includes strengthening Equinix's overall security posture, fostering a secure-by-design culture, and ensuring that cybersecurity priorities are aligned with business objectives and regulatory expectations. The Security Council meets quarterly to review risk-based priorities, assess security outcomes and performance indicators, and evaluate progress on key initiatives. The Security Council serves as a central mechanism for enterprise-level alignment, decision-making, and communication on cybersecurity matters.
Our current CISO brings over 30 years of experience in information technology and cybersecurity, which enables him to ensure alignment of our cybersecurity program with our critical infrastructure strategies. He has experience in implementing and operating a governance framework and core controls in information technology. Additionally, team members supporting our program have relevant education and information security experience.
Risks From Cybersecurity Threats
Although we believe we have a robust program to protect against cybersecurity risks, we may not be able to prevent a cybersecurity incident that could have a material adverse effect on us. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A. “Risk Factors” for further discussion of cybersecurity risks.
40

Table of Contents

ITEM 2.    Properties
Our executive offices are located in Redwood City, California, with additional offices in several cities throughout the Americas, EMEA and Asia-Pacific regions.
The following tables present the locations of our leased and owned IBX data centers and xScale TM data centers as of December 31, 2025.

AMERICAS
Metro Leased (1)
Owned (1) (2)

Atlanta ● ●
Bogotá
●

Boston ●
Calgary ● ●
Chicago ● ●
Culpeper ●
Dallas ● ●
Washington, D.C./Ashburn ● ●
Denver ● ●
Houston ●
Kamloops ●
Lima ●
Los Angeles ● ●
Mexico City ●
Miami ● ●
Monterrey ● ●
Montreal ●
New York ● ●
Ottawa ●
Philadelphia ●
Rio de Janeiro ● ●
Saint John ●
Santiago ●
São Paulo ●
Seattle ● ●
Silicon Valley ● ●
Toronto ● ●
Vancouver ●
Winnipeg ●

41

Table of Contents

EMEA
Metro Leased (1)
Owned (1) (2)

Abidjan ●
Abu Dhabi ●
Accra ●
Amsterdam ● ●

Barcelona ● ●
Bordeaux ●
Dubai ● ●
Dublin ● ●
Düsseldorf ●
East Netherlands ●
Frankfurt ● ●
Geneva ● ●
Genoa ●
Hamburg ●
Helsinki ● ●
Istanbul ●
Johannesburg ●
Lagos ●
Lisbon ●
London ● ●
Madrid ● ●
Manchester ● ●
Milan ● ●
Munich ● ●
Muscat ●
Paris ● ●
Salalah ●
Sofia ●
Stockholm ● ●
Warsaw ● ●
Zurich ● ●

42

Table of Contents

Asia-Pacific
Metro Leased (1)
Owned (1) (2)

Adelaide ●
Brisbane ●
Canberra ●
Chennai ●
Hong Kong ●
Jakarta ●
Johor ●
Kuala Lumpur ●
Manila ●
Melbourne ●
Mumbai ● ●
Osaka ● ●
Perth ●
Seoul ● ●
Shanghai ● ●
Singapore ● ●
Sydney ● ●
Tokyo ● ●

(1) " ● " denotes locations with one or more data centers.
(2) Owned sites include IBX data centers and xScale data centers subject to long-term ground leases.
The following table presents an overview of our portfolio of IBX data centers as of December 31, 2025:

# of IBXs (1)
Total Cabinet Capacity (1)(2)
Cabinets
Billed (1)
Cabinet Utilization % (1)(3)
MRR per Cabinet (1)(4)

Americas 109  157,400  123,700  79  % $ 2,694 
EMEA 88  141,300  107,200  76  % 2,418 
Asia-Pacific 58  93,600  68,400  73  % 2,355 
Total 255   392,300   299,300  

(1) Excludes 25 unconsolidated data centers (23 xScale data centers and the MC1 and SN1 IBX data centers).
(2) Cabinets represent a specific amount of space within an IBX data center. Customers can combine and use multiple adjacent cabinets within an IBX data center, depending on their space requirements.
(3) The cabinet utilization rate represents the percentage of cabinet space billed versus total cabinet capacity, taking into consideration power limitations.
(4) MRR per cabinet represents average monthly recurring revenue recognized divided by the average number of cabinets billed during the fourth quarter of the year. Americas MRR per cabinet excludes Infomart non-IBX tenant income.

43

Table of Contents

The following table presents a summary of our significant IBX data center projects under construction as of December 31, 2025:

Property Property Location Target Open Date Sellable Cabinets Total Capex
(in millions) (1)

Americas:
NY11 phase 5 New York Q1 2026 600  $ 38 
BG2 phase 2 Bogotá Q2 2026 550  28 
SV18 phase 1 Silicon Valley Q2 2026 2,100  260 
MI1 redevelopment Miami Q3 2026 475  59 
MT1 phase 3 Montreal Q4 2026 300  37 
RJ3 phase 2 Rio de Janeiro Q4 2026 550  46 
SP7 phase 1 São Paulo Q4 2026 600  35 
SP4 phase 5 São Paulo Q2 2027 700  74 
DC17 phases 1 and 2 Washington, D.C. Q2 2027 4,700  622 
DC22 phase 2 Washington, D.C. Q2 2027 2,125  144 
SV18 phase 2 Silicon Valley Q2 2027 850  180 
TR6 phase 3 Toronto Q3 2027 1,075  123 
CH5 phase 2 Chicago Q3 2027 1,625  165 
DA12 phase 1 Dallas Q2 2028 3,700  837 
19,950  2,648 
EMEA:
LG3 phase 1 Lagos Q1 2026 225  22 
DX3 phase 2 Dubai Q2 2026 800  81 
MD5 phase 1 Madrid Q2 2026 1,650  115 
IL3 phase 1 Istanbul Q3 2026 1,325  116 
FR8 phase 3 Frankfurt Q4 2026 1,400  107 
LD14 phase 1 London Q1 2027 1,425  242 
PA14 phase 1 Paris Q2 2027 675  104 
LS2 phase 2 Lisbon Q3 2027 325  31 
ZH4 phase 6 Zurich Q3 2027 200  47 
LG4 phase 1 Lagos Q4 2027 975  78 
DB10 phase 1 Dublin Q1 2028 475  14 
LD14 phase 2 London Q1 2028 1,425  122 
FR12 phase 1 Frankfurt Q2 2028 1,750  381 
MU4 phase 3 Munich Q2 2028 1,375  342 
PA14 phase 2 Paris Q2 2028 600  49 
FR15 phase 1 Frankfurt Q3 2028 1,550  487 
16,175  2,338 
Asia-Pacific:
HK6 phase 1 Hong Kong Q1 2026 1,000  124 
OS3 phase 4 Osaka Q1 2026 550  30 
JK1 phase 2 Jakarta Q4 2026 1,125  39 
SG6 phase 1 Singapore Q1 2027 1,550  290 
SY5 phase 4 Sydney Q1 2027 1,350  96 
KL2 phases 1 and 2 Kuala Lumpur Q2 2027 2,200  192 
MB3 phase 2 Mumbai Q2 2027 1,375  38 
BK1 phase 1 Bangkok Q3 2027 1,175  110
JH2 phases 1 and 2 Johor Q3 2027 2,225  201 
CN1 phase 2 Chennai Q4 2027 1,375  88 
OS6 phase 1 Osaka Q4 2028 1,850  355 
15,775  1,563 
Total 51,900   $ 6,549  

(1) Capital expenditures are approximate and may change based on final construction details.
44

ITEM 3.    Legal Proceedings
On March 20, 2024, the Company received a subpoena from the U.S. Attorney’s Office for the Northern District of California (“NDCA”). On April 30, 2024, the Company received a subpoena from the SEC. Thereafter, the Company responded to additional information requests by the SEC on the same or related issues. On November 19, 2025, the Company received correspondence from the SEC indicating that the agency had concluded its investigation and does not intend to recommend an enforcement action. The Company also does not expect any further related action from the NDCA.
On May 2, 2024, a putative stockholder class action was filed against the Company and certain of our officers in the United States District Court for the NDCA. The named plaintiff alleges violations of Section 10(b) of the Exchange Act and SEC Rule 10b-5, and Section 20(a) of the Exchange Act, on the basis that the defendants allegedly made false and misleading statements about our business, results, internal controls, and accounting practices between May 3, 2019 and March 24, 2024. The lawsuit sought, among other relief, a determination that the alleged claims may be asserted on a class-wide basis, unspecified damages, attorneys' fees, other expenses and costs. We filed a motion to dismiss the lawsuit on October 10, 2024. The motion was granted in part on January 6, 2025. On July 15, 2025, the parties entered a Stipulation of Settlement to resolve the action. The Court granted preliminary approval of the settlement on September 4, 2025, and final approval of the settlement on December 19, 2025. The case was dismissed with prejudice on December 19, 2025, and the settlement was covered entirely by our insurance.
On February 14, 2025, and February 26, 2025, respectively, certain of the Company’s current and former directors and officers were named as defendants in two shareholder derivative lawsuits (in which the Company is a nominal defendant) filed in the United States District Court for the NDCA. The lawsuits alleged, among other things, violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, and waste of corporate assets and generally alleged the same purported misconduct as alleged in the putative stockholder class action described above. The lawsuits sought, among other relief, unspecified damages, restitution, attorneys’ fees, and other expenses and costs. On April 17, 2025, and April 18, 2025, respectively, the plaintiffs filed notices of voluntary dismissal without prejudice, subject to court approval, to pursue remedies under Delaware law. The cases were dismissed on April 28, 2025 and August 19, 2025, respectively.
On August 6, 2025, certain of the Company's current and former directors and officers were named as defendants in an additional shareholder derivative lawsuit (in which the Company is a nominal defendant) filed in the United States District Court for the District of Delaware. The lawsuit makes generally the same types of allegations and seeks the same types of relief as the derivative lawsuits above and makes additional allegations that certain directors' and officers' alleged knowledge of the purported misconduct constituted insider trading. We filed a motion to dismiss the lawsuit on October 20, 2025, which remains pending with the Court.
These matters are subject to uncertainties and we cannot predict the outcome, nor reasonably estimate a range of loss or penalties, if any, relating to these matters prior to resolution.

ITEM 4.    Mine Safety Disclosures
Not applicable.
45

Table of Contents

PART II

ITEM 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is quoted on the NASDAQ Global Select Market under the symbol of "EQIX." Our common stock began trading in August 2000. As of January 31, 2026, we had 98,254,928 shares of our common stock outstanding held by approximately 233 registered holders. During the years ended December 31, 2025 and 2024, we did not issue or sell any securities on an unregistered basis.
Stock Performance Graph
The graph set forth below compares the cumulative total stockholder return on Equinix's common stock between December 31, 2020 and December 31, 2025 with the cumulative total return of:
• the S&P 500 Index;
• the NASDAQ Composite Index; and
• the FTSE NAREIT All REITs Index.
The graph assumes the investment of $100.00 on December 31, 2020 in Equinix's common stock and in each index, and assumes the reinvestment of dividends, if any.
Equinix cautions that the stock price performance shown in the graph below is not indicative of, nor intended to forecast, the potential future performance of Equinix's common stock.
Notwithstanding anything to the contrary set forth in any of Equinix's previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this Annual Report on Form 10-K or future filings made by Equinix under those statutes, the stock performance graph shall not be deemed filed with the Securities and Exchange Commission and shall not be deemed incorporated by reference into any of those prior filings or into any future filings made by Equinix under those statutes.
46

Table of Contents

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

*$100 invested on 12/31/20 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

ITEM 6.    [Reserved]
47

Table of Contents

ITEM 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations
The following commentary should be read in conjunction with the financial statements and related notes contained elsewhere in this Annual Report on Form 10-K. The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words "believes," "anticipates," "plans," "expects," "intends" and similar expressions are intended to identify forward-looking statements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a discrepancy include, but are not limited to, those discussed in "Liquidity and Capital Resources" and "Risk Factors" elsewhere in this Annual Report on Form 10-K. All forward-looking statements in this document are based on information available to us as of the date hereof and we assume no obligation to update any such forward-looking statements.
Item 7 of this Form 10-K focuses on discussion of 2025 and 2024 items as well as 2025 results as compared to 2024 results. For the discussion of 2023 items and 2024 results as compared to 2023 results, please refer to Item 7 of our 2024 Form 10-K as filed with the SEC on February 12, 2025.
Our management's discussion and analysis of financial condition and results of operations is intended to assist readers in understanding our financial information from our management's perspective and is presented as follows:
• Overview
• Results of Operations
• Non-GAAP Financial Measures
• Liquidity and Capital Resources
• Critical Accounting Estimates
• Recent Accounting Pronouncements

Overview

We provide a global, vendor-neutral data center, interconnection and edge solutions platform with offerings that enable our customers to reach everywhere, interconnect everyone and integrate everything. We connect economies, countries, enterprises and communities, delivering seamless digital experiences and cutting-edge AI— quickly, efficiently and with high service reliability.
Global enterprises, service providers and business ecosystems of industry partners rely on our IBX data centers and expertise around the world for the safe housing of their critical IT equipment and to protect and connect the
48

Table of Contents

world's most valued information assets. They also look to Equinix for the ability to directly and securely interconnect to the networks, clouds and content that enable today's information-driven global digital economy. Our recent IBX data center openings and acquisitions, as well as xScale TM data center investments, have expanded our total global footprint to 280 data centers, including 23 xScale data centers and the MC1 and SN1 data centers that are held in unconsolidated joint ventures, across 77 markets around the world. We offer the following solutions:
• premium data center colocation;
• physical and virtual interconnection and data exchange solutions;
• edge solutions for deploying networking, security and hardware; and
• remote expert support and professional services.
Our data centers around the world allow our customers to bring together and interconnect the infrastructure they need to seamlessly operate their business. With Equinix, they can scale with speed and agility, accelerate the launch of new digital offerings while safeguarding data, and implement AI applications at scale to achieve business success. We enable customers to simplify their digital infrastructure, ensure interoperability across platforms, and maximize speed, efficiency and security to deliver superior customer, partner and employee experiences. The Equinix global platform, and the quality of our offerings, have enabled us to establish a critical mass of customers. As more customers choose Equinix for high connectivity and performance reliability at the metro edge, it benefits their suppliers and business partners to colocate in the same data centers and connect directly with each other. This adjacency creates a network effect that attracts new customers while continuously enhancing our value proposition to existing customers and enabling them to capture further economic and performance benefits from our offerings.
In 2025, we opened 16 new data centers, including new sites added via our joint ventures and acquisitions. These openings included sites in the following metros: Chennai, Chicago, Dublin, Frankfurt, Jakarta, Lisbon, Madrid, Manila, Monterrey, Mumbai, Salalah, São Paulo and Washington, D.C. This resulted in an increase in our total number of data center facilities to 280. Additional 2025 highlights include:
• We had 52 active major development projects underway as of January 2026 across 35 metros around the world. We anticipate these development projects will deliver 55,000+ cabinets of retail capacity and 100+ MW of xScale capacity through 2028.
• We surpassed 500,000 interconnections, further demonstrating our market-leading position as we enable our customers to meet their real-time operational demands and networking requirements.
• We closed strategic land acquisitions in several locations, including the greater Amsterdam, Chicago, London, Milan, Mumbai and Toronto metros, which will support approximately 1 GW of retail and xScale capacity.
• We completed our acquisition of all outstanding shares of TIM NextGen DC Corporation, consisting of three data centers in the Philippines, for total purchase consideration of $183 million. This marked our entry into the Philippines market. See Note 3 within the Consolidated Financial Statements.
• We raised $4.4 billion of capital to support organic growth, land and building acquisitions and required debt refinancings. This included the following:
◦ Throughout 2025, we issued $4.3 billion of senior notes due between 2029 and 2034. The issuances were denominated in euros, U.S. dollars, Singapore dollars and Canadian dollars and were translated at the exchange rates in effect on issuance. See Note 10 within the Consolidated Financial Statements.
◦ In February and March, we sold 107,493 shares on a spot basis under the 2024 ATM Program for approximately $99 million, net of commissions and other offering expenses. See Note 11 within the Consolidated Financial Statements.
Annualized Gross Bookings:
In 2025, we publicly disclosed our Annualized Gross Bookings metric. Annualized Gross Bookings represents the annualized revenue impact of stated monthly recurring revenues ("MRR") on newly executed contracts with a term of 12 months or more, net of any MRR decreases from cancellations or terminations associated with the new contracts and adjusted for the impact of pricing changes on existing contracts. This measure excludes contracts for recurring revenue from our joint ventures and the impact of power price adjustments. This measure only includes contracts that we anticipate will start generating revenue within 90 days. During the year ended December 31, 2025, we had total Annualized Gross Bookings of $1.6 billion, up 27% from 2024. This growth reflects the overall momentum in customer demand and our ability to capture that demand across our global platform.
49

Table of Contents

Capacity Trends:
Our cabinet utilization rate represents the percentage of cabinet space billed versus total cabinet capacity, which is used to measure how efficiently we are managing our cabinet capacity. Our cabinet utilization rate varies from market to market among our IBX data centers across our Americas, EMEA and Asia-Pacific regions. Our cabinet utilization rates were approximately 77% and 78%, as of December 31, 2025 and 2024, respectively. We continue to monitor the available capacity in each of our selected markets. To the extent we have limited capacity available in a given market, it may limit our ability for growth in that market. We perform demand studies on an ongoing basis to determine if future expansion is warranted in a market. In addition, power and cooling requirements for most customers are growing on a per unit basis. As a result, customers are consuming an increasing amount of power per cabinet. Although we generally do not control the amount of power our customers draw from installed circuits, we have negotiated power consumption limitations with certain high power-demand customers. This increased power consumption, which we expect to accelerate with the adoption of AI, has driven us to build out our new IBX data centers to support power and cooling needs twice that of previous IBX data centers. We could face power limitations in our existing IBX data centers, even though we may have additional physical cabinet capacity available within a specific IBX data center, and in our ability to expand our footprint in existing and new markets. Additionally, global supply chain challenges could result in a lack of availability or delays in the delivery of data center equipment. These challenges have driven us to invest in and commit to future purchases in advance of our standard practice to mitigate risks associated with these supply chain issues. These constraints could have a negative impact on our ability to grow revenues, affecting our financial performance, results of operations and cash flows and the growth opportunities presented by the adoption of new technologies, including AI.
Expansion Opportunities:
To serve the needs of the growing hyperscale data center market, including the world's largest cloud service providers and increased demand driven in part by the adoption of AI, we continue to look at attractive opportunities to grow our market share and selectively improve our footprint and offerings. As was the case with our recent expansions and acquisitions, our expansion criteria will be dependent on a number of factors, including but not limited to demand from new and existing customers, power availability and capacity, quality of the design, access to networks, clouds and software partners, capacity availability in the current market location, amount of incremental investment required by us in the targeted property, automation capabilities, developer talent pool, lead-time to break even on a free cash flow basis and in-place customers. Like our recent expansions and acquisitions, the right combination of these factors may be attractive to us. In addition, to serve the growing hyperscale requirements, we have entered into joint venture partnership arrangements across our Americas, EMEA and Asia-Pacific regions to develop and operate xScale data centers. Depending on the circumstances, these transactions may require additional capital expenditures funded by upfront cash payments or through long-term financing arrangements in order to bring these properties up to our standards. Property expansion may be in the form of purchases of real property, long-term leasing arrangements or acquisitions. Future purchases, construction or acquisitions may be completed by us or with partners or potential customers to minimize the outlay of cash, which can be significant.
Revenue:

Our business is primarily based on a recurring revenue model comprised of colocation, interconnection and managed infrastructure offerings. We consider these offerings recurring because our customers are generally billed
50

Table of Contents

on a fixed and recurring basis each month for the duration of their contract, which is generally one to five years in length, and thereafter automatically renews in one-year increments. Our recurring revenues have comprised more than 90% of our total revenues during the past three years. In addition, during the past three years, more than 90% of our monthly recurring revenue bookings came from existing customers, contributing to our revenue growth. Our largest customer accounted for approximately 3% of our recurring revenues for the years ended December 31, 2025, 2024 and 2023. Our 50 largest customers accounted for approximately 36%, 36% and 37% of our recurring revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
Our non-recurring revenues are primarily derived from fees charged on installations related to a customer's initial deployment and professional services we perform for our customers, including our joint ventures. Non-recurring installation fees, although generally paid upfront upon installation, are deferred and recognized ratably over the contract term. Professional service fees are recognized in the period when the services were provided. Additionally, revenue from contract settlements, when a customer wishes to terminate their contract early, is generally treated as a contract modification and recognized ratably over the remaining term of the contract, if any. We expect non-recurring revenues to represent less than 10% of total revenues for the foreseeable future.
Operating Expenses:
Cost of Revenues. The largest components of our cost of revenues are depreciation, rental payments related to our leased IBX data centers, utility costs including electricity, bandwidth access, IBX data center employees' salaries and benefits including stock-based compensation, repairs and maintenance, supplies and equipment, and security. A majority of our cost of revenues is fixed in nature and should not vary significantly from period to period, unless we expand our existing IBX data centers or open or acquire new IBX data centers. However, there are certain costs that are considered more variable in nature, including utilities and supplies that are directly related to growth in our existing and new customer base. In addition, the cost of electricity is subject to seasonal fluctuations. Our costs of electricity may also increase as a result of the physical effects of climate change, global energy supply constraints, increased regulations driving alternative electricity generation due to environmental considerations or as a result of our election to use renewable energy sources. To the extent we incur increased utility costs, such increased costs could materially impact our financial condition, results of operations and cash flows.
Sales and Marketing. Our sales and marketing expenses consist primarily of compensation and related costs for sales and marketing personnel, including stock-based compensation, amortization of contract costs, marketing programs, public relations, promotional materials and travel, as well as bad debt expense and amortization of customer relationship intangible assets.
General and Administrative. Our general and administrative expenses consist primarily of salaries and related expenses, including stock-based compensation, accounting, legal and other professional service fees, and other general corporate expenses, such as our corporate regional headquarters office leases and depreciation expense on back office systems.
Taxation as a REIT:
We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our 2015 taxable year. As of December 31, 2025, our REIT structure included a majority of our data center operations in the Americas and EMEA regions, as well as the data center operations in Japan, Singapore, and Malaysia. Our data center operations in other jurisdictions are operated as TRSs. We have also included our share of the assets in xScale joint ventures (with the exception of the APAC 3 Joint Venture) in our REIT structure.
As a REIT, we generally are permitted to deduct from our U.S. federal taxable income the dividends we pay to our stockholders. The taxable income represented by such dividends is not subject to U.S. federal income taxes at the entity level but is taxed in the U.S., if at all, at the stockholder level. Depending on a shareholder's citizenry and residency, the income could be taxed by other jurisdictions as well. Nevertheless, the income of our TRSs which hold our U.S. operations is subject to U.S. federal and state corporate income taxes, as applicable. Likewise, our foreign subsidiaries continue to be subject to local income taxes in jurisdictions in which they hold assets or conduct operations, regardless of whether held or conducted through TRSs or through qualified REIT subsidiaries ("QRSs") for U.S. income tax purposes. We are also subject to a separate U.S. federal corporate income tax on any gain recognized from a sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as an asset held by us or a QRS following the liquidation or other conversion of a former TRS). This built-in-gain tax is generally applicable to any disposition of such an asset during the five-year period after the date we first owned the asset as a REIT asset to the extent of the built-in-gain based
51

Table of Contents

on the fair market value of such asset on the date we first held the asset as a REIT asset. In addition, should we recognize any gain from "prohibited transactions," we will be subject to tax on this gain at a 100% rate. "Prohibited transactions," for this purpose, are defined as dispositions of inventory or property held primarily for sale to customers in the ordinary course of a trade or business other than dispositions of foreclosure property and other than dispositions excepted by statutory safe harbors. If we fail to remain qualified for U.S. federal income taxation as a REIT, we will be subject to U.S. federal income taxes at regular corporate income tax rates. Even if we remain qualified for U.S. federal income taxation as a REIT, we may be subject to some federal, state, local and foreign taxes on our income and property in addition to taxes owed with respect to our TRSs' operations. In particular, while state income tax regimes often parallel the U.S. federal income tax regime for REITs, many states do not completely follow federal rules, and some may not follow them at all.
We continue to monitor our REIT compliance in order to maintain our qualification for U.S. federal income taxation as a REIT. For this and other reasons, as necessary, we may convert some of our data center operations in other countries into the REIT structure in future periods.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, making permanent or extending key provisions of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic R&D expensing, business interest expense limitations and the qualified business income deduction for ordinary REIT dividends. The OBBBA also revises international tax rules such as the net controlled foreign corporation ("CFC") tested income (before January 1, 2026, global intangible low-taxed income) inclusion and raises the REIT asset threshold for taxable REIT subsidiaries from 20% to 25%, effective for tax years beginning after December 31, 2025. The legislation does not have a material impact on our income tax position.
On each of March 19, 2025, June 18, 2025, September 17, 2025 and December 17, 2025, we paid a quarterly cash dividend of $4.69 per share. We expect all of our 2025 quarterly distributions and other applicable distributions to equal or exceed our REIT taxable income recognized in 2025.

Results of Operations
In order to provide a framework for assessing our performance excluding the impact of foreign currency fluctuations, we supplement the year-over-year actual change in results of operations with comparative changes on a constant currency basis. Presenting constant currency results of operations is a non-GAAP financial measure. See “Non-GAAP Financial Measures” below for further discussion.
52

Table of Contents

Years ended December 31, 2025 and 2024
Revenues.  Our revenues for the years ended December 31, 2025 and 2024 were generated from the following revenue classifications and geographic regions ($ in millions):

Years Ended December 31, $ Change % Change
2025 % 2024 % Actual Actual Constant Currency
Americas:
Recurring revenues $ 3,889  42% $ 3,647  42% $ 242  7% 7%
Non-recurring revenues 222  3% 215  2% 7  3% 4%
4,111  45% 3,862  44% 249  6% 7%
EMEA:
Recurring revenues 2,993  32% 2,812  32% 181  6% 5%
Non-recurring revenues 137  2% 155  2% (18) (12)% (14)%
3,130  34% 2,967  34% 163  5% 4%
Asia-Pacific:
Recurring revenues 1,857  20% 1,725  20% 132  8% 8%
Non-recurring revenues 119  1% 194  2% (75) (39)% (38)%
1,976  21% 1,919  22% 57  3% 3%
Total:
Recurring revenues 8,739  94% 8,184  94% 555  7% 7%
Non-recurring revenues 478  6% 564  6% (86) (15)% (16)%
$ 9,217  100% $ 8,748  100% $ 469  5% 5%

Revenues
($ in millions)

Americas Revenues. During the year ended December 31, 2025, Americas revenues increased by $249 million or 6% (7% on a constant currency basis). Growth in Americas revenues was primarily due to:
• approximately $99 million of incremental revenues generated from IBX data center expansion projects which were completed within the twelve months ended December 31, 2025; and
53

Table of Contents

• an increase in orders from both our existing customers and new customers during the period.
The increase was partially offset by a decrease of $29 million in revenues from non-recurring services provided to our joint ventures and a decrease of $29 million driven by the Equinix Metal Wind Down. See Note 16 within the Consolidated Financial Statements.
EMEA Revenues . During the year ended December 31, 2025, EMEA revenues increased by $163 million or 5% (4% on a constant currency basis). Growth in EMEA revenues was primarily due to:
• approximately $57 million of incremental revenues generated from IBX data center expansion projects which were completed within the twelve months ended December 31, 2025; and
• an increase in orders from both our existing customers and new customers during the period.
The increase was partially offset by a decrease of $12 million in revenues from non-recurring services provided to our joint ventures.
Asia-Pacific Revenues. During the year ended December 31, 2025, Asia-Pacific revenues increased by $57 million or 3% (3% on a constant currency basis). Growth in Asia-Pacific revenues was primarily due to:
• approximately $27 million of incremental revenues generated from IBX data center expansion projects which were completed within the twelve months ended December 31, 2025; and
• an increase in orders from both our existing customers and new customers during the period.
The increase was offset by a decrease of $89 million in revenues from non-recurring services provided to our joint ventures.
Cost of Revenues. Our cost of revenues for the years ended December 31, 2025 and 2024 by geographic regions were as follows ($ in millions):

Years Ended December 31, $ Change % Change
2025 % 2024 % Actual Actual Constant Currency
Americas $ 1,864  41% $ 1,802  41% $ 62  3% 4%
EMEA 1,650  37% 1,674  37% (24) (1)% (3)%
Asia-Pacific 994  22% 991  22% 3  —% 1%
Total $ 4,508  100% $ 4,467  100% $ 41  1% 1%

Cost of Revenues
($ in millions; percentages indicate expenses as a percentage of revenues)

54

Table of Contents

Americas Cost of Revenues. During the year ended December 31, 2025, Americas cost of revenues increased by $62 million or 3% (4% on a constant currency basis). The increase in our Americas cost of revenues was primarily due to:
• approximately $29 million of higher depreciation expense driven by IBX data center expansions and acceleration of depreciation expense for certain assets with shortened useful lives; and
• $23 million of higher utilities costs, driven by both increases in power costs and higher utility usage.
The remainder of the increase was driven by higher office and accretion expenses, offset by lower costs to provide non-recurring services.
EMEA Cost of Revenues. During the year ended December 31, 2025, EMEA cost of revenues decreased by $24 million or 1% (3% on a constant currency basis). The decrease in our EMEA cost of revenues was primarily due to lower utilities costs as a result of decreases in power prices in Germany, Netherlands and the United Kingdom, partially offset by:
• $17 million of higher rent and facilities cost; and
• $17 million of higher compensation costs, including stock-based compensation.
Asia-Pacific Cost of Revenues. Our Asia-Pacific cost of revenues did not materially change during the year ended December 31, 2025 compared to the year ended December 31, 2024 as increases in depreciation expense and compensation costs were substantially offset by decreases in utilities costs and costs to provide non-recurring services.
We expect cost of revenues to increase across all three regions in line with the growth of our business, including from the impact of acquisitions.
Sales and Marketing Expenses . Our sales and marketing expenses for the years ended December 31, 2025 and 2024 by geographic regions were as follows ($ in millions):

Years ended December 31, $ Change % Change
2025 % 2024 % Actual Actual Constant Currency
Americas $ 582  64% $ 575  65% $ 7  1% 2%
EMEA 208  23% 199  22% 9  5% 2%
Asia-Pacific 113  13% 117  13% (4) (3)% (3)%
Total $ 903  100% $ 891  100% $ 12  1% 1%

Sales and Marketing Expenses
($ in millions; percentages indicate expenses as a percentage of revenues)

55

Table of Contents

Americas Sales and Marketing Expenses .  Our Americas sales and marketing expenses did not materially change during the year ended December 31, 2025 compared to the year ended December 31, 2024 as increases in advertising and consulting costs were substantially offset by decreases in bad debt expense.
EMEA Sales and Marketing Expens es.   During the year ended December 31, 2025, EMEA sales and marketing increased by $9 million or 5% (2% on a constant currency basis) driven by insignificant increases across various categories.
Asia-Pacific Sales and Marketing Expenses.  Our Asia-Pacific sales and marketing expenses did not materially change during the year ended December 31, 2025 compared to the year ended December 31, 2024.
We anticipate that we will continue to invest in sales and marketing initiatives across our three regions in line with the growth of our business. We expect our Americas sales and marketing expenses as a percentage of revenues to be higher than those of our other regions since certain global sales and marketing functions are located within the U.S.
General and Administrative Expenses. Our general and administrative expenses for the years ended December 31, 2025 and 2024 by geographic regions were as follows ($ in millions):

Years Ended December 31, $ Change % Change
2025 % 2024 % Actual Actual Constant Currency
Americas $ 1,256  68% $ 1,204  68% $ 52  4% 5%
EMEA 351  19% 335  19% 16  5% 3%
Asia-Pacific 233  13% 227  13% 6  3% 3%
Total $ 1,840  100% $ 1,766  100% $ 74  4% 4%

General and Administrative Expenses
($ in millions; percentages indicate expenses as a percentage of revenues)

Americas General and Administrative Expense s. During the year ended December 31, 2025, Americas general and administrative expenses increased by $52 million or 4% (5% on a constant currency basis). The increase in our Americas general and administrative expenses was primarily due to $43 million of higher compensation costs, including stock-based compensation. The remainder of the increase was driven by higher costs across various categories including training and recruiting expense, tax and license fees and other operating expenses.
EMEA General and Administrative Expenses.  During the year ended December 31, 2025, EMEA general and administrative expenses increased by $16 million or 5% (3% on a constant currency basis). The increase in our EMEA general and administrative expenses was primarily due to $25 million of higher compensation costs, including stock-based compensation, partially offset by lower consulting costs.
56

Table of Contents

Asia-Pacific General and Administrative Expenses. Our Asia-Pacific general and administrative expenses did not materially change during the year ended December 31, 2025 compared to the year ended December 31, 2024.
Going forward, although we are carefully monitoring our spending, we expect our general and administrative expenses to increase across all three regions as we continue to invest in our operations to support our growth, including investments to enhance our technology platform, to maintain our qualification for taxation as a REIT and to integrate recent acquisitions. Additionally, given that our corporate headquarters is located in the U.S., we expect the Americas general and administrative expenses as a percentage of revenues to be higher than that of other regions.
Restructuring and Other Exit Charges. During the years ended December 31, 2025 and December 31, 2024, we recorded restructuring and other exit charges of $33 million and $31 million, respectively, primarily related to severance and other employee costs. See Note 16 within the Consolidated Financial Statements.
Transaction Costs . During the years ended December 31, 2025 and 2024, we recorded transaction costs of $18 million and $50 million, respectively. These transaction costs were incurred in connection with evaluating and completing acquisitions and the formation of joint ventures. See Notes 3 and 5 within the Consolidated Financial Statements.
Impairment Charges. During the year ended December 31, 2025, we determined that the carrying amounts of certain long-lived assets may not be fully recoverable as we no longer intend to hold these assets long-term. We recognized impairment charges of $68 million during 2025 to reflect management’s estimate of fair value of these long-lived assets based primarily on sales of similar assets and ongoing negotiations with third parties. During the year ended December 31, 2024, we recorded impairment charges of $233 million as a result of the Equinix Metal Wind Down and current and projected future losses at a Hong Kong IBX. See Note 17 within the Consolidated Financial Statements.
Gain or Loss on Asset Sales.  During the year ended December 31, 2025, we did not record a significant amount of gain or loss on asset sales. During the year ended December 31, 2024, we recorded a gain of $18 million related to the sale of the Silicon Valley 12x ("SV12x") data center. See Note 5 within the Consolidated Financial Statements.
Income from Operations. Our income from operations increased by $520 million or 39% in the year ended December 31, 2025 as compared to the same period in 2024. This increase is driven by the factors described above.
Interest Income.  During the year ended December 31, 2025, interest income increased by $56 million or 41%. The increase was primarily due to interest income earned on a higher average balance of cash, cash equivalents and short-term investments as well as on the AMER 2 Loan further described in Note 15 within the Consolidated Financial Statements.
Interest Expense.  During the year ended December 31, 2025, interest expense increased by $70 million or 15%. The increase was primarily due to the issuance of senior notes during 2025 and 2024. This increase was partially offset by the repayment of senior notes which matured during 2025 and 2024. See Note 10 within the Consolidated Financial Statements.
During the years ended December 31, 2025 and 2024, we capitalized $79 million and $36 million, respectively, of interest expense to construction in progress.
Other Income or Expense. We did not record a significant amount of other income or expense during the year ended December 31, 2025. For the year ended December 31, 2024, we recorded net other expense of $17 million, largely driven by our share of losses incurred on our equity method investments in our xScale joint ventures.
Gain or Loss on Debt Extinguishment. We did not record a significant amount of gain or loss on debt extinguishment during the year ended December 31, 2025. During the year ended December 31, 2024, we recorded $16 million of net loss on debt extinguishment primarily due to the modification of a financing obligation on a property in the Americas region.
Income Taxes. We operate as a REIT for U.S. federal income tax purposes. As a REIT, we are generally not subject to U.S. federal income taxes on our taxable income distributed to stockholders. We intend to distribute or have distributed the entire taxable income generated by the operations of our REIT and QRSs for the tax years ended December 31, 2025 and 2024, respectively. As such, other than certain state income taxes and foreign
57

Table of Contents

income and withholding taxes, no provision for income taxes has been included for our REIT and QRSs in the accompanying consolidated financial statements for the years ended December 31, 2025 and 2024.
We have made TRS elections for some of our subsidiaries in and outside the U.S. In general, a TRS may provide services that would otherwise be considered impermissible for REITs to provide and may hold assets that may not be REIT compliant.
U.S. income taxes for the TRS entities located in the U.S. and foreign income taxes for our foreign operations, regardless of whether the foreign operations are operated as QRSs or TRSs, have been accrued, as necessary, for the years ended December 31, 2025 and 2024.
For the years ended December 31, 2025 and 2024, we recorded $160 million and $161 million of income tax expenses, respectively. Our effective tax rates were 10.6% and 16.5%, respectively, for the years ended December 31, 2025 and 2024.
Net Income. Our net income increased by $534 million or 66% in the year ended December 31, 2025 as compared to the same period in 2024. This increase is driven by the factors described above.
Adjusted EBITDA . We define adjusted EBITDA as net income excluding income tax expense, interest income, interest expense, other income or expense, gain or loss on debt extinguishment, depreciation, amortization, accretion, stock-based compensation expense, restructuring and other exit charges, impairment charges, transaction costs, and gain or loss on asset sales. See "Non-GAAP Financial Measures" below for more information about adjusted EBITDA and a reconciliation of adjusted EBITDA to net income. Our adjusted EBITDA for the years ended December 31, 2025 and 2024 by geographic regions was as follows ($ in millions):

Years Ended December 31, $ Change % Change
2025 % 2024 % Actual Actual Constant Currency
Americas $ 1,890  42  % $ 1,709  41  % $ 181  11  % 11  %
EMEA 1,561  34  % 1,378  34  % 183  13  % 12  %
Asia-Pacific 1,079  24  % 1,010  25  % 69  7  % 6  %
Total $ 4,530  100% $ 4,097  100% $ 433  11  % 10  %

Americas Adjusted EBITDA. During the year ended December 31, 2025, Americas adjusted EBITDA increased by $181 million or 11% (11% on a constant currency basis), primarily due to higher revenues as a result of IBX data center expansion activity and organic growth, partially offset by lower revenues as a result of non-recurring services provided to our joint ventures, as described above.
EMEA Adjusted EBITDA. During the year ended December 31, 2025, EMEA adjusted EBITDA increased by $183 million or 13% (12% on a constant currency basis), primarily due to higher revenues as a result of IBX data center expansion activity and organic growth and lower utilities costs, partially offset by lower revenues as a result of non-recurring services provided to our joint ventures, as described above.
Asia-Pacific Adjusted EBITDA. During the year ended December 31, 2025, Asia-Pacific adjusted EBITDA increased by $69 million or 7% (6% on a constant currency basis), primarily due to higher revenues as a result of IBX data center expansion activity and organic growth, offset by lower revenues as a result of non-recurring services provided to our joint ventures, as described above.

Non-GAAP Financial Measures
We provide all information required in accordance with GAAP, but we believe that evaluating our ongoing results of operations may be difficult if limited to reviewing only GAAP financial measures. Accordingly, we also use non-GAAP financial measures to evaluate our operations.
Non-GAAP financial measures are not a substitute for financial information prepared in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation, but should be considered together with the most directly comparable GAAP financial measures. As such, we provide a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.
58

Table of Contents

Investors should note that the non-GAAP financial measures used by us may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as those of other companies. Investors should therefore exercise caution when comparing non-GAAP financial measures used by us to similarly titled non-GAAP financial measures of other companies.
Our primary non-GAAP financial measures include Adjusted EBITDA and Adjusted Funds from Operations (“AFFO”), as described below. We present these measures to provide investors with additional tools to evaluate our results in a manner that focuses on what management believes to be our core, ongoing business operations. These measures exclude items which we believe are generally not relevant to assessing our long-term performance. Both measures eliminate the impacts of depreciation and amortization, which are derived from historical costs and we believe are not indicative of current or future expenditures, and other items for which the frequency and amount of charges can vary based on the timing and significance of individual transactions. We believe that presenting these non-GAAP financial measures provides consistency and comparability with past reports and that if we did not provide such non-GAAP financial information, investors would not have all the necessary data to analyze our business effectively.

Adjusted EBITDA
Adjusted EBITDA is used by management to evaluate the operating strength and performance of our core, ongoing business, without regard to our capital or tax structures. It also aids in assessing the performance of, making operating decisions for, and allocating resources to our operating segments. In addition to the uses described above, we believe this measure provides investors with a better understanding of the operating performance of the business and its ability to perform in subsequent periods.
We define adjusted EBITDA as net income excluding:
• income tax expense
• interest income
• interest expense
• other income or expense
• gain or loss on debt extinguishment
• depreciation, amortization and accretion expense
• stock-based compensation expense
• restructuring and other exit charges, which primarily include employee severance, facility closure costs, lease or other contract termination costs and advisory fees related to the realignment of our management structure, operations or products and other exit activities
• impairment charges
• transaction costs
• gain or loss on asset sales
59

Table of Contents

The following table presents a reconciliation of Adjusted EBITDA to net income (in millions):

Years Ended December 31,
2025 2024 2023
Net income $ 1,348  $ 814  $ 969 
Income tax expense 160  161  155 
Interest income (193) (137) (94)
Interest expense 527  457  402 
Other (income) expense 7  17  11 
(Gain) loss on debt extinguishment (1) 16  — 
Depreciation, amortization, and accretion expense 2,066  2,011  1,844 
Stock-based compensation expense 498  462  407 
Restructuring and other exit charges 33  31  — 
Impairment charges 68  233  — 
Transaction costs 18  50  13 
(Gain) loss on asset sales (1) (18) (5)
Adjusted EBITDA $ 4,530  $ 4,097  $ 3,702 

Funds from Operations ("FFO") and AFFO
AFFO is derived from Funds from Operations (FFO) calculated in accordance with the standards established by the National Association of Real Estate Investment Trusts. Both FFO and AFFO are non-GAAP measures commonly used in the REIT industry. Although our measures may not be directly comparable to similar measures used by other companies, we believe that the presentation of these measures provides investors with an additional tool for comparing our performance with the performance of other companies in the REIT industry. Additionally, AFFO is a performance measure used in certain of our employee incentive programs and we believe it is a useful measure in assessing our dividend paying capacity as it isolates the cash impact of certain income and expense items and considers the impact of recurring capital expenditures.
We define FFO as net income attributable to common stockholders excluding:
• gain or loss from the disposition of real estate assets
• depreciation and amortization expense on real estate assets
• adjustments for unconsolidated joint ventures' and non-controlling interests' share of these items
We define AFFO as FFO adjusted for:
• depreciation and amortization expense on non-real estate assets
• accretion expense
• stock-based compensation expense
• stock-based charitable contributions
• restructuring and other exit charges, as described above
• impairment charges
• transaction costs
• an adjustment to remove the impacts of straight-lining installation revenue
• an adjustment to remove the impacts of straight-lining rent expense
• an adjustment to remove the impacts of straight-lining contract costs
• amortization of deferred financing costs and debt discounts and premiums
• gain or loss from the disposition of non-real estate assets
• gain or loss on debt extinguishment
• an income tax expense adjustment, which represents the non-cash tax impact due to changes in valuation allowances, uncertain tax positions and deferred taxes
• recurring capital expenditures, which represent expenditures to extend the useful life of data centers or other assets that are required to support current revenues
• net income or loss from discontinued operations, net of tax
60

Table of Contents

• adjustments from FFO to AFFO for unconsolidated joint ventures' and non-controlling interests' share of these items
The following tables present reconciliations of FFO and AFFO to net income (in millions):

Years Ended December 31,
2025 2024 2023
Net income $ 1,348  $ 814  $ 969 
Net (income) loss attributable to non-controlling interests 2  1  — 
Net income attributable to common stockholders 1,350  815  969 
Adjustments:
Real estate depreciation 1,282  1,239  1,143 
(Gain) loss on disposition of real estate assets —  (20) 1 
Adjustments for FFO from unconsolidated joint ventures 36  27  17 
FFO attributable to common stockholders $ 2,668  $ 2,061  $ 2,130 

Years Ended December 31,
2025 2024 2023
FFO attributable to common stockholders $ 2,668  $ 2,061  $ 2,130 
Adjustments:
Installation revenue adjustment 20  (4) 4 
Straight-line rent expense adjustment 5  (3) 12 
Contract cost adjustment (52) (27) (47)
Amortization of deferred financing costs and debt discounts 23  20  19 
Stock-based compensation expense 498  462  407 
Stock-based charitable contributions 3  3  3 
Non-real estate depreciation expense 568  562  494 
(Gain) loss on disposition of non-real estate assets (1) —  — 
Amortization expense 200  208  208 
Accretion expense adjustment 16  2  (1)
Recurring capital expenditures (284) (250) (219)
(Gain) loss on debt extinguishment (1) 16  — 
Restructuring and other exit charges 33  31  — 
Transaction costs 18  50  13 
Impairment charges 68  233  2 
Income tax expense adjustment (24) (2) (12)

Adjustments for AFFO from unconsolidated joint ventures 3  (6) 6 

AFFO attributable to common stockholders $ 3,761  $ 3,356  $ 3,019 

Constant Currency Presentation
Our revenues and certain operating expenses (cost of revenues, sales and marketing and general and administrative expenses) from our international operations have represented and will continue to represent a significant portion of our total revenues and certain operating expenses. As a result, our revenues and certain operating expenses have been and will continue to be affected by changes in the U.S. dollar against major international currencies. During the year ended December 31, 2025 as compared to the same period in 2024, the U.S. dollar was stronger relative to the Brazilian real and Canadian dollar, which resulted in an unfavorable foreign currency impact on revenue and operating income, and a favorable foreign currency impact on operating expenses. During the year ended December 31, 2025 as compared to the same period in 2024, the U.S. dollar was weaker relative to the British pound and euro, which resulted in a favorable foreign currency impact on revenue and operating income, and an unfavorable foreign currency impact on operating expenses. In order to provide a
61

Table of Contents

framework for assessing how each of our business segments performed excluding the impact of foreign currency fluctuations, we present period-over-period percentage changes in our revenues and certain operating expenses on a constant currency basis in addition to the historical amounts as reported. Our constant currency presentation excludes the impact of our foreign currency cash flow hedging activities. Presenting constant currency results of operations is a non-GAAP financial measure and is not meant to be considered in isolation or as an alternative to GAAP results of operations. However, we have presented this non-GAAP financial measure to provide investors with an additional tool to evaluate our results of operations. To present this information, our current period revenues and certain operating expenses denominated in currencies other than the U.S. dollar are converted into U.S. dollars at constant exchange rates rather than the actual exchange rates in effect during the respective periods (i.e. average rates in effect for the year ended December 31, 2024 are used as exchange rates for the year ended December 31, 2025 when comparing the year ended December 31, 2025 with the year ended December 31, 2024).

Liquidity and Capital Resources

Sources and Uses of Cash
Customer collections are our primary source of cash. We believe we have a strong customer base, and have continued to experience relatively strong collections. As of December 31, 2025, our principle sources of liquidity were $3.2 billion of cash, cash equivalents and short-term investments. In addition to our cash balance, we had approximately $4.0 billion of additional liquidity available to us from our $4.0 billion revolving facility and general access to both public and private debt and the equity capital markets. We also have additional liquidity available to us from our 2024 ATM program, under which we may offer and sell from time to time our common stock in "at the market" transactions on either a spot or forward basis. As of December 31, 2025, we had approximately $1.2 billion available for sale remaining under the 2024 ATM Program.
We believe we have sufficient cash, coupled with anticipated cash generated from operating activities and external financing sources, to meet our operating requirements, including repayment of the current portion of our debt as it becomes due, distribution of dividends, completion of our publicly-announced acquisitions, ordinary costs to operate the business, and expansion projects.
As we continue to grow, we may pursue additional expansion opportunities, primarily the build out of new IBX data centers, in certain of our existing markets which are at or near capacity within the next year, as well as potential acquisitions and joint ventures. If the opportunity to expand is greater than planned we may further increase the level of capital expenditures to support this growth as well as pursue additional business and real estate acquisitions or joint ventures, provided that we have or can access sufficient funding to pursue such expansion opportunities. We may elect to access the equity or debt markets from time to time opportunistically, particularly if financing is available on attractive terms. We will continue to evaluate our operating requirements and financial resources in light of future developments.

Cash Flow

Years Ended December 31,
2025 2024 Change
(in millions)
Net cash provided by operating activities $ 3,911  $ 3,249  $ 662 
Net cash used in investing activities (6,484) (3,937) (2,547)
Net cash provided by financing activities 1,272  1,723  (451)

Operating Activities
Our cash provided by our operations is generated by colocation, interconnection, managed infrastructure and other revenues. Our primary uses of cash from our operating activities include compensation and related costs, interest payments, other general corporate expenditures and taxes. Net cash provided by operating activities increased by $662 million during the year ended December 31, 2025 as compared to December 31, 2024, primarily driven by improved results of operations partially offset by increases in cash paid for costs and operating expenses.
62

Table of Contents

Investing Activities
Net cash used in investing activities increased by $2.5 billion during the year ended December 31, 2025 as compared to December 31, 2024, primarily due to:
• $1.4 billion increase in purchases of short-term investments;
• $1.2 billion increase in capital expenditures;
• $657 million increase in real estate acquisitions; and
• $251 million increase in business acquisitions, net of cash acquired, including the TIM Acquisition (see Note 3 within the Consolidated Financial Statements).
This increase was partially offset by $1.0 billion in proceeds from the maturity of short-term investments.
Financing Activities
Net cash provided by financing activities decreased by $451 million for the year ended December 31, 2025 as compared to December 31, 2024, primarily driven by:
• $1.6 billion decrease in proceeds from the 2022 and 2024 ATM Programs;
• $213 million increase in dividend distributions; and
• $200 million increase in the repayment of senior notes.
The decrease was partially offset by $1.5 billion in proceeds from senior notes.
Material Cash Commitments
As of December 31, 2025, our principal commitments were primarily comprised of:
• approximately $18.4 billion of principal from our senior notes (gross of debt issuance costs and debt d is counts);
• approximately $4.2 billion of interest on mortgage payable, other loans payable, senior notes and term loans, based on their respective interest rates and recognized over the life of these instruments, and the credit facility fee for the revolving credit facility;
• $703 million of principal from our term loans, mortgage payable and other loans payable (gross of debt issuance costs and debt discounts);
• approximately $5.3 billion of total lease payments, which represents lease payments under finance and operating lease arrangements, including renewal options that are reasonably certain to be exercised;
• approximately $6.3 billion of unaccrued capital expenditure contractual commitments, primarily for real estate purchases, IBX infrastructure equipment not yet delivered and labor not yet provided in connection with the work necessary to complete construction and open IBX data center expansion projects prior to making them available to customers for installation, the majority of which is payable within the next 12 months; and
• approximately $2.1 billion of other non-capital purchase commitments, such as commitments to purchase power in select locations and other open purchase orders, which contractually bind us for goods, services or arrangements to be delivered or provided during 2026 and beyond, the majority of which is payable within the next two years.
We believe that our sources of liquidity, including our expected future operating cash flows, are sized to adequately meet both the near and long-term material cash commitments for the foreseeable future. For further information on maturities of lease liabilities and debt instruments, see Notes 9 and 10, respectively, within the Consolidated Financial Statements.
Other Contractual Obligations
We have additional future equity contributions and loan commitments to our joint ventures. For additional information, see the "Equity Method Investments" in Note 5 within the Consolidated Financial Statements.
63

Table of Contents

Additionally, we entered into lease agreements with various landlords primarily for data center spaces and ground leases which have not yet commenced as of December 31, 2025. For additional information, see “Maturities of Lease Liabilities” in Note 9 within the Consolidated Financial Statements.

Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of our financial statements requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. Management bases its assumptions, estimates and judgments on historical experience, current trends and various other factors that we believe to be reasonable under the circumstances. However, because future events and their effects cannot be determined with certainty, actual results may differ from these assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 1 to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. Management believes that application of the following accounting policies involves a significant level of estimation uncertainty that have had or are reasonably likely to have a material impact on our consolidated financial statements:
•    Accounting for property, plant and equipment and finite-lived intangible assets; and
•    Accounting for leases.
64

Table of Contents

Description Estimation Uncertainties Effect if Actual Results Differ from Assumptions
Accounting for Property, Plant and Equipment and Finite-Lived Intangible Assets

We have a substantial amount of property, plant and equipment recorded on our consolidated balance sheets. The majority of our property, plant and equipment balance represents the costs incurred to build out or acquire our IBX data centers. We depreciate our property, plant and equipment using the straight-line method over the estimated useful lives of the assets (subject to the term of the lease in the case of leased assets or leasehold improvements and integral equipment located in leased properties).
Accounting for property, plant and equipment includes determining the appropriate period over which to depreciate such assets, assessing such assets for potential impairment and assessing the asset retirement obligations required for certain leased properties that require us to return the leased properties back to their original condition at the time we decide to exit a lease property. We assess our property, plant and equipment for potential impairment together with finite-lived intangible assets and lease right-of-use ("ROU") assets at the asset group level.

Judgments are required in arriving at the estimated useful life of an asset. Judgments are also required in estimating the fair value of a liability for an asset retirement obligation. Significant assumptions include retirement costs, timing of retirement and inflation rates. We periodically review these estimates and changes to these estimates could have a significant impact on our financial position and results of operations.
We review our asset groups on an ongoing basis to identify any events or changes in circumstances indicating that the carrying amount of an asset group may not be recoverable, such as a significant decrease in market price of an asset group, a significant adverse change in the extent or manner in which an asset group is being used, a significant adverse change in legal factors or business climate that could affect the value of an asset group or a continuous deterioration of our financial condition. This assessment requires assumptions and estimates derived from a review of our actual and forecasted operating results, approved business plans, future economic conditions and other market data. If a potential impairment trigger is identified, the measurement of an impairment loss requires assumptions and estimates of undiscounted and discounted future cash flows, and assumptions about the market price of assets. These assumptions and estimates require significant judgment and are inherently uncertain.

As of December 31, 2025 and 2024, we had property, plant and equipment of $23.6 billion and $19.2 billion, respectively. During the years ended December 31, 2025, 2024 and 2023, we recorded depreciation expense of $1.9 billion, $1.8 billion, and $1.6 billion, respectively. We evaluated the estimated useful lives of our property, plant and equipment, and made certain revisions to these estimates during the years ended December 31, 2025 and 2024. Further changes in our estimated useful lives of our property, plant and equipment could have a significant impact on our results of operations. We recorded $53 million and $166 million impairment charges on property, plant and equipment during the years ended December 31, 2025 and 2024.
As of December 31, 2025 and 2024, we had asset retirement obligations of $228 million and $109 million, respectively.
The balance of our other intangible assets, net, as of December 31, 2025 and 2024 was $1.3 billion and $1.4 billion, respectively. We recorded $29 million impairment charges on finite-lived intangible assets during the year ended December 31, 2024.

Accounting for Leases

A significant portion of our data center spaces, office spaces and equipment are leased. Each time we enter into a new lease or lease amendment, we analyze each contract for the proper accounting, including assessing if it should be classified as an operating or finance lease.
ROU assets are assessed for impairment at the asset group level along with property, plant and equipment as discussed above.

Determination of the accounting treatment, including the result of the lease classification test for each new lease, lease amendment, or lease term reassessment is dependent on a variety of judgments, such as identification of lease and non-lease components, allocation of total consideration between lease and non-lease components, determination of lease term, including assessing the likelihood of lease renewals, valuation of leased property, and establishing the incremental borrowing rate to calculate the present value of the minimum lease payment for the lease test. The judgments used in the accounting for leases are inherently subjective; different assumptions or estimates could result in different accounting treatment for a lease.

Lease assumptions and estimates are determined and applied at the inception of the leases or at the lease modification or reassessment date. As of both December 31, 2025 and 2024, the total operating lease ROU assets were $1.4 billion and operating lease liabilities were $1.5 billion, respectively. As of December 31, 2025 and 2024, finance lease ROU assets were $2.3 billion and $2.2 billion, respectively and finance lease liabilities were $2.4 billion and $2.3 billion, respectively. For the years ended December 31, 2025, 2024 and 2023, we recorded finance lease costs of $310 million, $294 million and $280 million, respectively, and recorded rent expense of approximately $238 million, $229 million and $243 million, respectively.

We recorded $15 million and $38 million impairment charges on operating lease ROU assets during the years ended December 31, 2025 and 2024.

65

Table of Contents

Recent Accounting Pronouncements
See "Recent Accounting Pronouncements" in Note 1 within the Consolidated Financial Statements.
66

Table of Contents

ITEM 7A.    Quantitative and Qualitative Disclosures about Market Risk
Market Risk
The following discussion about market risk involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. We may be exposed to market risks related to changes in interest rates and foreign currency exchange rates and fluctuations in the prices of certain commodities, primarily electricity.
We monitor our foreign currency and interest rate risk exposures by evaluating the potential for future losses in earnings due to changes in foreign currency exchange rates and interest rates, as further described below.
Investment Portfolio Risk
We maintain an investment portfolio of various holdings, types, and maturities that is prioritized on meeting REIT asset requirements. We consider various factors in determining whether we should recognize an impairment charge for our securities, including the length of time and extent to which the fair value has been less than our cost basis and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery. We anticipate that we will recover the entire cost basis of these securities and have determined that no other-than-temporary impairments associated with credit losses were required to be recognized during the year ended December 31, 2025.
As of December 31, 2025, our investment portfolio of cash equivalents and short-term investments consisted of money market funds, time deposits and U.S. government securities. The amount in our investment portfolio that could be susceptible to market risk totaled $2.9 billion.
Interest Rate Risk
We are exposed to interest rate risk related to our outstanding debt. An immediate increase or decrease in current interest rates from their position as of December 31, 2025 would not have a significant impact on our interest expense due to the fixed coupon rate on the majority of our debt obligations.
We periodically enter into interest rate locks to hedge the interest rate exposure created by anticipated fixed-rate debt issuances, which are designated as cash flow hedges. When interest rate locks are settled, any accumulated gain or loss included as a component of accumulated other comprehensive income (loss) will be amortized to interest expense over the term of the forecasted hedged transaction which is equivalent to the term of the interest rate locks.
The fair values of our long-term fixed interest rate debt and our loan receivable are subject to interest rate risk. Generally, the fair value of these instruments will increase as interest rates fall and decrease as interest rates rise. Interest rate changes may affect the fair value of these instruments but do not impact our earnings or cash flows. The fair value of our mortgage and loans payable as well as our Japanese Yen Senior Notes, which are not traded in the market, are estimated by considering our credit rating, current rates available to us for debt of the same remaining maturities and the terms of the debt. The fair values of our other senior notes, which are traded in the market, are based on quoted market prices. The fair value of our loan receivable is estimated by discounting the contractual cash flows of the loan using indicative pricing from third parties for similar instruments. The following table represents the carrying value and estimated fair value of these financial instruments as of December 31 (in millions):

2025 2024
Carrying
Value Fair Value Carrying
 Value Fair Value
Mortgage and loans payable (1)
$ 703  $ 706  $ 649  $ 654 
Senior notes (1)
18,359  17,297  14,685  13,342 
Loan receivable (2)
328  351  258  280 

(1) The carrying value is gross of debt issuance cost and debt discount.
(2) The carrying value is net of unamortized upfront fee.
67

Table of Contents

Foreign Currency Risk
To help manage the exposure to foreign currency exchange rate fluctuations, we have implemented a number of hedging programs, in particular (i) a cash flow hedging program to hedge the forecasted revenues and expenses in our EMEA region as well as our debt denominated in foreign currencies, (ii) a balance sheet hedging program to hedge the remeasurement of monetary assets and liabilities denominated in foreign currencies, and (iii) a net investment hedging program to hedge the long-term investments in our foreign subsidiaries. Our hedging programs reduce, but do not entirely eliminate, the impact of currency exchange rate movements and their impact on the consolidated statements of operations.
We have entered into various foreign currency debt obligations as described in Note 10 within the consolidated financial statements. Our foreign currency debt obligations that would otherwise remeasure through earnings are designated as net investment hedges against our net investments in foreign subsidiaries or are hedged by cross-currency interest rate swaps designated as cash flow hedges. Additionally, we enter cross-currency interest rate swaps to effectively convert some of our U.S. dollar-denominated debt into foreign currencies. These derivative instruments are also designated as net investment hedges against our net investments in foreign subsidiaries. Changes in the fair value of hedging instruments designated as net investment hedges are recorded as a component of accumulated other comprehensive income (loss) in the consolidated balance sheets. As a result, we do not have a significant exposure to future losses in earnings resulting from our foreign currency debt obligations or cross-currency interest rate swaps. Further information about our use of foreign currency derivative instruments is described in Note 7 within the consolidated financial statements.
The U.S. dollar generally weakened relative to certain of the currencies of the foreign countries in which we operate during the year ended December 31, 2025. This has impacted our consolidated financial position and results of operations during this period, including the amount of revenues that we reported. Continued strengthening or weakening of the U.S. dollar will continue to impact us in future periods.
With the existing cash flow hedges in place, a hypothetical 10% strengthening of the U.S. dollar during the year ended December 31, 2025 would have resulted in a reduction of our revenues and a reduction of our operating expenses including depreciation and amortization expense by approximately $285 million and $277 million, respectively.
With the existing cash flow hedges in place, a hypothetical 10% weakening of the U.S. dollar during the year ended December 31, 2025 would have resulted in an increase of our revenues and an increase of our operating expenses including depreciation and amortization expense by approximately $355 million and $337 million, respectively.
Commodity Price Risk
Certain operating costs incurred by us are subject to price fluctuations caused by the volatility of underlying commodity prices. The commodities most likely to have an impact on our results of operations in the event of price changes are electricity, supplies and equipment used in our IBX data centers. We closely monitor the cost of electricity at all of our locations. We have entered into various power contracts to purchase power at fixed prices in certain locations in Australia, Brazil, Canada, Chile, Finland, France, Germany, India, Ireland, Italy, Japan, the Netherlands, Peru, Poland, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the U.S.
In addition, as we are building new, or expanding existing, IBX data centers, we are subject to commodity price risk for building materials related to the construction of these IBX data centers, such as steel and copper. In addition, the lead-time to procure certain pieces of equipment, such as generators, is substantial. Any delays in procuring the necessary pieces of equipment for the construction of our IBX data centers could delay the anticipated openings of these new IBX data centers and, as a result, increase the cost of these projects.
We do not currently employ forward contracts or other financial instruments to address commodity price risk other than the power contracts discussed above.

ITEM 8.    Financial Statements and Supplementary Data
The financial statements and supplementary data required by this Item 8 are listed in Item 15(a)(1) and begin at page F-1 of this Annual Report on Form 10-K.
68

Table of Contents

ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There is no disclosure to report pursuant to Item 9.

ITEM 9A.    Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework in Internal Control – Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein on page F-1 of this Annual Report on Form 10-K.
Limitations on the Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed and operated to be effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
69

Table of Contents

ITEM 9B.    Other Information
Rule 10b5-1 Trading Arrangements
During the quarter ended December 31, 2025, each of the following directors and/or officers adopted or terminated a “Rule 10b5-1 trading arrangement”, as such term is defined in Item 408(a) of Regulation S-K. All trading plans were entered into during an open insider trading window and are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and our policies regarding transactions in our securities.

Name and Title Date Action Start Date End Date Total Shares to be Sold
Simon Miller , Chief Accounting Officer
11/30/2025 Adoption 3/3/2026 3/31/2026 See footnote (1)

(1) Mr. Miller’s plan includes any shares to be granted under the 2025 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.

We previously disclosed that Michael Shane Paladin adopted a Rule 10b5-1 trading plan arrangement on August 27, 2025 with a start date of January 16, 2025. This was a typographical error; the start date of the plan was January 16, 2026.

ITEM 9C.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
70

Table of Contents

PART III

ITEM 10.    Directors, Executive Officers and Corporate Governance
We have adopted a Code of Ethics applicable for the Chief Executive Officer and Senior Financial Officers and a Code of Business Conduct, which are both "Code(s) of Ethics for Senior Financial Officers" as defined by applicable rules of the SEC. This information is incorporated by reference to the Equinix Proxy Statement for the 2026 Annual Meeting of Stockholders and is also available on our website, www.equinix.com.

Our Board of Directors has adopted an insider trading policy (the “Equinix Securities Trading Policy”). The Equinix Securities Trading Policy governs transactions, including the purchase, sale, and/or other dispositions of Equinix securities by directors, officers, employees and consultants of Equinix, Inc. The Equinix Securities Trading Policy is designed to promote compliance with applicable insider trading laws, rules and regulations and any listing standards applicable to the company including the Nasdaq stock exchange. It is Equinix's policy to comply with applicable securities and state laws when engaging in transactions in Equinix's securities. A copy of the Equinix Securities Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

The other information required by this Item 10 is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025 pursuant to Regulation 14A.

ITEM 11.    Executive Compensation
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025 pursuant to Regulation 14A.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this item is incorporated by reference to the Equinix Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025 pursuant to Regulation 14A.

ITEM 13.    Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025 pursuant to Regulation 14A.

ITEM 14.    Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025 pursuant to Regulation 14A.
71

Table of Contents

PART IV

ITEM 15.    Exhibits and Financial Statement Schedules
(a)(1) Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
F- 1

Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 3

Consolidated Statements of Operations for the years ended December 31, 2025 , 2024 and 2023
F- 4

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025 , 2024 and 2023
F- 5

Consolidated Statements of Stockholders' Equity and Other Comprehensive Income (Loss) for the years ended December 31, 2025 , 2024 and 2023
F- 6

Consolidated Statements of Cash Flows for the years ended December 31, 2025 , 2024 and 2023
F- 8

Notes to Consolidated Financial Statements
F- 9

(a)(2) Financial Statement Schedules:

Schedule III - Schedule of Real Estate and Accumulated Depreciation as of December 31, 2025 with reconciliations for the years ended December 31, 2025 , 2024 and 2023
F- 60

(a)(3) Exhibits:    

Incorporated by Reference
Exhibit Number Exhibit Description Form Filing Date/
Period End Date Exhibit Filed
Herewith

2.1
Rule 2.7 Announcement, dated as of May 29, 2015. Recommended Cash and Share Offer for Telecity Group plc by Equinix, Inc.
8-K
5/29/2015
2.1

2.2
Cooperation Agreement, dated as of May 29, 2015, by and between Equinix, Inc. and Telecity Group plc.
8-K
5/29/2015
2.2

2.3
Amendment to Cooperation Agreement, dated as of November 24, 2015, by and between Equinix, Inc. and Telecity Group plc.
10-K
12/31/2015
2.3

2.4
Transaction Agreement, dated as of December 6, 2016, by and between Verizon Communications Inc. and Equinix, Inc.
8-K
12/6/2016
2.1

2.5
Amendment No. 1 to the Transaction Agreement, dated February 23, 2017, by and between Verizon Communications Inc. and Equinix, Inc.
10-K
12/31/2016
2.5

2.6
Amendment No. 2 to the Transaction Agreement, dated April 30, 2017, by and between Verizon Communications Inc. and Equinix, Inc.
8-K
5/1/2017
2.1

2.7
Amendment No. 3 to the Transaction Agreement, dated June 29, 2018, by and between Verizon Communications Inc. and Equinix, Inc.
10-Q
8/8/2018
2.7

3.1
Amended and Restated Certificate of Incorporation of the Registrant, as amended to date.
10-K/A
12/31/2002
3.1

72

Table of Contents

3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.
8-K
6/14/2011
3.1

3.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.
8-K
6/11/2013
3.1

3.4
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.
10-Q
6/30/2014
3.4

3.5
Certificate of Designation of Series A and Series A-1 Convertible Preferred Stock.
10-K/A
12/31/2002
3.3

3.6
Amended and Restated Bylaws of the Registrant.
8-K
3/13/2023
3.1

4.1 Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6.

4.2
Indenture, dated as of December 12, 2017, between Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K
12/5/2017
4.1

4.3
Fifth Supplemental Indenture, dated as of November 18, 2019, among Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K
11/18/2019
4.4

4.4 Form of 2.900% Senior Note due 2026 (See Exhibit 4.3)

4.5
Sixth Supplemental Indenture, dated as of November 18, 2019, among Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K
11/18/2019
4.6

4.6 Form of 3.200% Senior Note due 2029 (See Exhibit 4.5)
8-K
6/22/2020

4.7
Seventh Supplemental Indenture, dated as of June 22, 2020, among Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K
6/22/2020
4.2

4.8 Form of 1.250% Senior Note due 2025 (See Exhibit 4.7)

4.9
Eighth Supplemental Indenture, dated as of June 22, 2020, among Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K
6/22/2020
4.4

4.10 Form of 1.800% Senior Note due 2027 (See Exhibit 4.9)

4.11
Ninth Supplemental Indenture, dated as of June 22, 2020, among Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K
6/22/2020
4.6

4.12 Form of 2.150% Senior Note due 2030 (see Exhibit 4.11)

4.13
Tenth Supplemental Indenture, dated as of June 22, 2020, among Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K
6/22/2020
4.8

4.14 Form of 3.000% Senior Note due 2050 (See Exhibit 4.13)

4.15
Eleventh Supplemental Indenture, dated as of October 7, 2020, among Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K 10/7/2020 4.2

73

Table of Contents

4.16 Form of 1.000% Senior Note due 2025 (included in Exhibit 4.15)

4.17
Twelfth Supplemental Indenture, dated as of October 7, 2020, among Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K 10/7/2020 4.4

4.18 Form of 1.550% Senior Note due 2028 (included in Exhibit 4.17)

4.19
Thirteenth Supplemental Indenture, dated as of October 7, 2020, among Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K 10/7/2020 4.6

4.20 Form of 2.950% Senior Note due 2051 (included in Exhibit 4.19)

4.21
Fourteenth Supplemental Indenture, dated as of March 10, 2021, between Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K 3/11/2021 4.2

4.22 Form of 0.250% Senior Note due 2027 (included in Exhibit 4.21)

4.23
Fifteenth Supplemental Indenture, dated as of March 10, 2021, between Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K 3/11/2021 4.4

4.24 Form of 1.000% Senior Note due 2033 (included in Exhibit 4.23)

4.25
Sixteenth Supplemental Indenture, dated as of May 17, 2021, between Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K 5/17/2021 4.2

4.26 Form of 1.450% Senior Note due 2026 (included in Exhibit 4.25)

4.27
Seventeenth Supplemental Indenture, dated as of May 17, 2021, between Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K 5/17/2021 4.4

4.28 Form of 2.000% Senior Note due 2028 (included in Exhibit 4.27)

4.29
Eighteenth Supplemental Indenture, dated May 17, 2021, between Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K 5/17/2021 4.6

4.30 Form of 2.500% Senior Note due 2031 (included in Exhibit 4.29)

4.31
Nineteenth Supplemental Indenture, dated May 17, 2021, between Equinix, Inc. and U.S. Bank National Association, as Trustee.
8-K 5/17/2021 4.8

4.32 Form of 3.400% Senior Note due 2052 (included in Exhibit 4.31)

4.33
Twentieth Supplemental Indenture, dated as of April 5, 2022, between Equinix, Inc. and U.S. Bank Trust Company National Association, as Trustee.
8-K 4/5/2022 4.2

4.34 Form of 3.900% Senior Notes due 2032 (included in Exhibit 4.33)

4.35
Notes Purchase Agreement, dated February 7, 2023, and issued by Equinix Japan K.K. and Equinix, Inc. as Parent Guarantor.
10-Q 3/31/2023 4.39

74

Table of Contents

4.36
Terms and Conditions of the Swiss Francs bonds due September 12, 2028, issued by Equinix Europe 1 Financing Corporation LLC and guaranteed by Equinix, Inc. as Guarantor.
10-Q 9/30/2023 4.40

4.37
Indenture, dated as of March 18, 2024, among Equinix Europe 2 Financing Corporation LLC, as issuer, Equinix, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee.
POSASR 3/18/2024 4.40

4.38
First Supplemental Indenture, dated as of May 30, 2024, among Equinix Europe 2 Financing Corporation LLC, as issuer, Equinix, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee.
8-K 5/30/2024 4.20

4.39 Form of 5.500% Senior Note due 2034 (included in Exhibit 4.38)

4.40
Bond Purchase and Paying Agency Agreement dated September 2, 2024 between Equinix Europe 1 Financing Corporation LLC and Equinix, Inc. as Guarantor and BNP Paribas (Suisse) SA as Swiss Paying Agent and Deutsche Bank AG London Branch as Joint Lead Managers.
10-Q 9/30/2024 4.42

4.41
Second Supplemental Indenture, dated as of September 3, 2024, among Equinix Europe 2 Financing Corporation LLC, as issuer, Equinix, Inc., as guarantor, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as registrar and trustee.
8-K 9/3/2024 4.2

4.42 Form of 3.650% Senior Note due 2033 (included in Exhibit 4.41)
8-K 9/3/2024 4.3

4.43
Third Supplemental Indenture, dated as of November 22, 2024, among Equinix Europe 2 Financing Corporation LLC, as issuer, Equinix, Inc., as guarantor, U.S. Bank Europe DAC, U.K. Branch, as paying agent, and U.S. Bank Trust Company, National Association, as registrar and trustee.
8-K 11/22/2024 4.2

4.44 Form of 3.250% Senior Note due 2031 (included in Exhibit 4.43)
8-K 11/22/2024 4.3

4.45
Fourth Supplemental Indenture, dated as of November 22, 2024, among Equinix Europe 2 Financing Corporation LLC, as issuer, Equinix, Inc., as guarantor, U.S. Bank Europe DAC, U.K. Branch, as paying agent, and U.S. Bank Trust Company, National Association, as registrar and trustee.
8-K 11/22/2024 4.4

4.46 Form of 3.625% Senior Note due 2034 (included in Exhibit 4.45)
8-K 11/22/2024 4.5

4.47
Fifth Supplemental Indenture, dated as of May 19, 2025, among Equinix Europe 2 Financing Corporation LLC, as issuer, Equinix, Inc., as guarantor, U.S. Bank Europe DAC, U.K. Branch, as paying agent, and U.S. Bank Trust Company, National Association, as registrar and trustee.
8-K 5/19/2025 4.2

75

Table of Contents

4.48 Form of 3.250% Senior Note due 2029 (included in Exhibit 4.47)
8-K 5/19/2025 4.3

4.49
Sixth Supplemental Indenture, dated as of May 19, 2025, among Equinix Europe 2 Financing Corporation LLC, as issuer, Equinix, Inc., as guarantor, U.S. Bank Europe DAC, U.K. Branch, as paying agent, and U.S. Bank Trust Company, National Association, as registrar and trustee.
8-K 5/19/2025 4.4

4.50 Form of 4.000% Senior Note due 2034 (included in Exhibit 4.49)
8-K 5/19/2025 4.5

4.51
Seventh Supplemental Indenture, dated as of November 13, 2025, among Equinix Europe 2 Financing Corporation LLC, as issuer, Equinix, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee
8-K 11/13/2025 4.2

4.52 Form of 4.600% Senior Note due 2030 (included in Exhibit 4.51) 8-K 11/13/2025 4.3

4.53
Terms and Conditions of the U.S. $3,000,000,000 Euro Medium Term Note Program, established February 28, 2025, by Equinix Asia Financing Corporation Pte. Ltd. and guaranteed by Equinix, Inc.
10-Q 3/31/2025 4.47

4.54
Pricing Supplement, dated March 6, 2025, for the 3.500% Singapore Dollar Senior Notes due 2030 issued under the U.S. $3,000,000,000 Euro Medium Term Note Program.
10-Q 3/31/2025 4.48

4.55
Pricing Supplement, dated August 14, 2025, for the 2.900% Singapore Dollar Senior Notes due 2032 issued under the U.S. $3,000,000,000 Euro Medium Term Note Program.
10-Q 9/30/2025 4.53

4.56
Indenture, dated as of November 24, 2025, among Equinix Canada Financing Ltd, as issuer, Equinix, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee
8-K 11/24/2025 4.1

4.57
First Supplemental Indenture, dated as of November 24, 2025, among Equinix Canada Financing Ltd, as issuer, Equinix, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee
8-K 11/24/2025 4.2

4.58 Form of 4.000% Senior Note due 2032 (included in Exhibit 4.57) 8-K 11/24/2025 4.3

4.59
Form of Registrant's Common Stock Certificate.
10-K
12/31/2014
4.13

4.60
Description of Securities.
X

76

Table of Contents

10.1
Agreement for Purchase and Sale of Shares Among RW Brasil Fundo de Investimentos em Participação, Antônio Eduardo Zago De Carvalho and Sidney Victor da Costa Breyer, as Sellers, and Equinix Brasil Participaçãoes Ltda., as Purchaser, and Equinix South America Holdings LLC., as a Party for Limited Purposes and ALOG Soluções de Tecnologia em Informática S.A. as Intervening Consenting Party dated July 18, 2014.
10-Q
9/30/2014
10.67

10.2
Credit Agreement dated January 7, 2022 by and among Equinix , Inc. , as borrower, a syndicate of financial institutions, as lenders, Bank of America, N.A., as administrative agent, Citibank, N.A., JPMorgan Chase Bank, N.A., MUFG Bank, Ltd., RBC Capital Markets, Goldman Sachs Bank USA and HSBC Securities (USA) Inc., as co-syndication agents, Barclays Bank PLC, BNP Paribas, Deutsche Bank AG New York Branch, ING Bank N.V., Dublin Branch, Morgan Stanley Senior Funding, Inc., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and TD Securities (USA) LLC, as co-documentation agents, and BofA Securities, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A., MUFG Bank, Ltd., RBC Capital Markets, Goldman Sachs Bank USA and HSBC Securities (USA) Inc., as joint lead arrangers and book runners.
10-K 12/31/2021 10.22

10.3
First Amendment and Joinder to Credit Agreement dated April 4, 2025 by and among Equinix, Inc., Bank of America, N.A., as administrative agent, lender and L/C issuer, the lenders, Equinix Europe 1 Financing Corporation LLC and Equinix Europe 2 Financing Corporation LLC Securities.
10-Q
3/31/2025 10.3

10.4 **
Form of Indemnification Agreement between the Registrant and each of its officers and directors.
S-4 (File No. 333-93749)
12/29/1999
10.5

10.5 **
2000 Equity Incentive Plan, as amended.
10-K
12/31/2021
10.2

10.6 **
2020 Equity Incentive Plan, as amended.
DEF 14A
4/10/2025
Appendix B

10.7 **
Equinix, Inc. 2004 Employee Stock Purchase Plan.
DEF 14A
4/12/2024 Appendix B

10.8 **
2023 Form of Revenue/AFFO per Share/Digital Services Performance Restricted Stock Unit Agreement for Executives.
10-Q 3/31/2023 10.15

10.9 **
2023 Form of TSR Restricted Stock Unit Agreement for Executives.
10-Q 3/31/2023 10.16

10.10 **
2023 Form of Time-Based Restricted Stock Unit Agreement for Executives.
10-Q 3/31/2023 10.17

10.11 **
2024 Form of Revenue/AFFO per Share Performance Restricted Stock Unit Agreement for Executives.
10-Q 3/31/2024 10.34

10.12 **
2024 Form of TSR Restricted Stock Unit Agreement for Executives.
10-Q 3/31/2024 10.35

77

Table of Contents

10.13 **
2024 Form of Time-Based Restricted Stock Unit Agreement for Executives.
10-Q 3/31/2024 10.36
10.14 **
2024 Form of Revenue/AFFO per Share Performance Restricted Stock Unit Agreement for Charles Meyers.
10-Q 6/30/2024 10.33
10.15 **
2024 Form of TSR Restricted Stock Unit Agreement for Charles Meyers.
10-Q 6/30/2024 10.34

10.16 **
2024 Form of Time-Based Restricted Stock Unit Agreement for Charles Meyers.
10-Q 6/30/2024 10.35

10.17 **
2025 Form of Revenue/AFFO per Share Performance Restricted Stock Unit Agreement for Executives.
10-Q 3/31/2025 10.20

10.18 **
2025 Form of TSR Restricted Stock Unit Agreement for Executives.
10-Q 3/31/2025 10.21

10.19 **
2025 Form of Time-Based Restricted Stock Unit Agreement for Executives.
10-Q 3/31/2025 10.22

10.20 **
2025 Form of Revenue/AFFO per Share Performance Restricted Stock Unit Agreement for Adaire Fox-Martin.
10-Q 3/31/2025 10.23

10.21 **
2025 Form of TSR Restricted Stock Unit Agreement for Adaire Fox-Martin.
10-Q 3/31/2025 10.24

10.22 **
2025 Form of Time-Based Restricted Stock Unit Agreement for Adaire Fox-Martin.
10-Q 3/31/2025 10.25

10.23 **
2025 Equinix, Inc. Annual Incentive Plan.
10-Q 3/31/2025 10.27

10.24 **
Offer Letter between Equinix, Inc. and Adaire Fox-Martin, dated as of March 7, 2024 .
8-K 3/7/2024 10.1

10.25 **
Form of Severance Agreement between Equinix, Inc. and Adaire Fox-Martin .
8-K 3/7/2024 10.2

10.26 **
Executive Chairman Agreement between Equinix, Inc. and Charles Meyers, dated as of March 7, 2024 .
8-K 3/7/2024 10.3

10.27 **
Amendment to Executive Chairman Agreement between Equinix, Inc. and Charles Meyers, dated as of March 11, 2025.
10-Q 3/31/2025 10.31

10.28 **
Severance Agreement between Equinix, Inc. and Keith Taylor dated October 3, 2019.
10-Q
9/30/2019
10.31

10.29 **
Severance Agreement between Equinix, Inc. and Brandi Galvin Morandi dated October 3, 2019.
10-Q
9/30/2019
10.26

10.30 **
Change in Control Severance Agreement between Equinix, Inc and Jon Lin dated January 2, 2022.
10-K
12/31/2022
10.24

10.31 **
Change in Control Severance Agreement between Equinix, Inc and Kurt Pletcher, dated September 27, 2022.
10-Q 9/30/2024 10.36

10.32 **
Change in Control Severance Agreement between Equinix, Inc and Raouf Abdel, dated October 3, 2019.
10-Q 9/30/2024 10.37

10.33 **
Offer Letter between Equinix, Inc. and Michael Shane Paladin, dated June, 26, 2025.
10-Q 6/30/2025 10.34

10.34 **
Transition Agreement between Equinix, Inc. and Keith Taylor, dated December 2, 2025.
X

78

Table of Contents

19.1
Equinix, Inc. Securities Trading Policy.
10-K 12/31/2024 19.1

21.1
Subsidiaries of Equinix, Inc.
X

23.1
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
X

31.1
Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X

31.2
Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X

32.1 *
Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X

32.2 *
Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X

97.1
Equinix, Inc. Compensation Recoupment Policy.
10-K 12/31/2023 97.1

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
X

101.SCH Inline XBRL Taxonomy Extension Schema Document.
X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
X

104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X

* Furnished herewith.
** Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
(b) Exhibits.
See (a) (3) above.
(c) Financial Statement Schedules.
See (a) (2) above.

ITEM 16.    Form 10-K Summary
Not applicable.
79

Table of Contents

Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

EQUINIX, INC.
(Registrant)

February 11, 2026 By /s/ ADAIRE FOX-MARTIN
Adaire Fox-Martin

Chief Executive Officer and President

Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Adaire Fox-Martin or Keith D. Taylor, or either of them, each with the power of substitution, their attorney-in-fact, to sign any amendments to this Annual Report on Form 10-K (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

80

Table of Contents

Signature Title Date

/s/ ADAIRE FOX-MARTIN Chief Executive Officer and President (Principal Executive Officer) February 11, 2026
Adaire Fox-Martin

/s/ KEITH D. TAYLOR Chief Financial Officer (Principal Financial Officer) February 11, 2026
Keith D. Taylor

/s/ SIMON MILLER Chief Accounting Officer (Principal Accounting Officer)
February 11, 2026
Simon Miller

/s/ CHARLES MEYERS Executive Chairman February 11, 2026
Charles Meyers

/s/ NANCI CALDWELL Director February 11, 2026
Nanci Caldwell

/s/ GARY F. HROMADKO Director February 11, 2026
Gary F. Hromadko

/s/ REBECCA KUJAWA Director February 11, 2026
Rebecca Kujawa
/s/ YANBING LI Director February 11, 2026
Yanbing Li
/s/ THOMAS OLINGER Director February 11, 2026
Thomas Olinger
/s/ CHRISTOPHER B. PAISLEY Director February 11, 2026
Christopher B. Paisley

/s/ SANDRA RIVERA Director February 11, 2026
Sandra Rivera
/s/ FIDELMA RUSSO Director February 11, 2026
Fidelma Russo

81

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Equinix, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Equinix, Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders' equity and other comprehensive income (loss) and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
F-1

Table of Contents

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Colocation and Interconnection Revenues
As described in Notes 1 and 18 to the consolidated financial statements, the Company’s total recurring revenues for the year ended December 31, 2025, were $8,739 million, of which a majority relates to $6,475 million of colocation revenues and $1,655 million of interconnection revenues. Colocation and interconnection revenues are recurring revenue streams that are generally billed monthly and recognized ratably over the term of the contract. Revenues are recognized when control of these products and services is transferred to the Company’s customers, in an amount that reflects the consideration management expects to be entitled to in exchange for the products and services.
The principal consideration for our determination that performing procedures relating to colocation and interconnection revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the input of customer data and the recording of revenue. These procedures also included, among others, (i) testing revenue recognized for a sample of colocation and interconnection revenue transactions by obtaining and inspecting source documents, such as master service agreements, invoices, cash receipts and sales orders, and (ii) confirming a sample of outstanding customer invoice balances as of December 31, 2025, and, for confirmations not returned, obtaining and inspecting source documents, such as invoices and subsequent cash receipts.

/s/ PricewaterhouseCoopers LLP
San Jose, California
February 11, 2026
We have served as the Company's auditor since 2000.
F-2

Table of Contents