株探米国株
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 001-40205
  
logoa01.jpg
 EQUINIX, INC.
(Exact name of registrant as specified in its charter)
  
Delaware   77-0487526
(State of incorporation)   (I.R.S. Employer Identification No.)
One Lagoon Drive, Redwood City, California 94065
(Address of principal executive offices, including ZIP code)
(650) 598-6000
(Registrant's telephone number, including area code)
  
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common Stock, $0.001 EQIX The Nasdaq Stock Market LLC
0.250% Senior Notes due 2027 The Nasdaq Stock Market LLC
3.250% Senior Notes due 2029 The Nasdaq Stock Market LLC
3.250% Senior Notes due 2031 The Nasdaq Stock Market LLC
1.000% Senior Notes due 2033 The Nasdaq Stock Market LLC
3.650% Senior Notes due 2033 The Nasdaq Stock Market LLC
3.625% Senior Notes due 2034 The Nasdaq Stock Market LLC
4.000% Senior Notes due 2034 The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒   No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒   No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐   No  ☒
The number of shares outstanding of the registrant's Common Stock as of April 28, 2026 was 98,624,248.


EQUINIX, INC.
INDEX
Page
No.
Item 1.
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
3

Summary of Risk Factors
Our business is subject to numerous risks and uncertainties that make an investment in our securities speculative or risky, any one of which could materially adversely affect our results of operations, financial condition or business. These risks include, but are not limited to, those listed below. This list is not complete and should be read together with the section titled “Risk Factors” in this Quarterly Report on Form 10-Q, as well as the other information in this Quarterly Report on Form 10-Q and the other filings that we make with the U.S. Securities and Exchange Commission (the “SEC”).
Risks Related to the Macro Environment
•Geopolitical events and political tensions contribute to an already complex landscape, and could have a negative effect on our global business operations.
•The current uncertain economic environment, including challenges related to power and supply chains, could impact our business and the businesses of our customers.
•Our business could be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints.
Risks Related to our Operations
•Any failure of our physical infrastructure or negative impact on our ability to meet our obligations to our customers, or damage to customer infrastructure within our IBX data centers, could lead to significant costs and disruptions that could reduce our revenue and harm our business reputation and financial condition.
•Terrorist activity, or other acts of violence, including violence stemming from war or the current climate of political and economic uncertainty, could adversely impact our business.
•We experienced cybersecurity incidents in the past and may be vulnerable to future security breaches, which could disrupt our operations and have a material adverse effect on our business, results of operation and financial condition.
•We are currently making significant investments in our back-office information technology systems and processes. Difficulties from or disruptions to these efforts may interrupt our normal operations and adversely affect our business and results of operations.
•The level of insurance coverage that we purchase may prove to be inadequate.
•If we are unable to recruit or retain key qualified personnel, our business could be harmed.
•The failure to obtain favorable terms when we renew our IBX data center leases, or the failure to renew such leases, could harm our business and results of operations.
•We depend on a number of third parties to provide internet connectivity to our IBX data centers; if connectivity is interrupted or terminated, our results of operations and cash flow could be materially and adversely affected.
•The use of high-power density equipment may limit our ability to fully utilize the space in our older IBX data centers.
•The development and use of artificial intelligence in the workplace presents risks and challenges that may adversely impact our business and operating results.
Risks Related to our Offerings and Customers
•Our offerings have a long sales cycle that may harm our revenue and results of operations.
•We may not be able to compete successfully against current and future competitors.
•If we cannot continue to develop, acquire, market and provide new offerings or enhancements to existing offerings that meet customer requirements and differentiate us from our competitors, our results of operations could suffer.
•We have government contracts, which subject us to revenue risk and certain other risks including early termination, audits, investigations, sanctions and penalties, any of which could have a material adverse effect on our results of operations.
•Because we depend on the development and growth of a balanced customer base, including key magnet customers, failure to attract, grow and retain this base of customers could harm our business and results of operations.
Risks Related to our Financial Results and Stock Price
•The market price of our stock may continue to be highly volatile, and the value of an investment in our common stock may decline.
4

•We have been, and in the future may be, subject to securities class action and other litigation, which may harm our business and results of operations.
•Our results of operations may fluctuate.
•We have incurred substantial losses in the past and may incur additional losses in the future.
•We may incur goodwill and other intangible asset impairment charges, or impairment charges to our property, plant and equipment, which could result in a significant reduction to our earnings.
Risks Related to Our Expansion Plans
•Our construction of new IBX data centers, IBX data center expansions or IBX data center redevelopment could involve significant risks to our business.
•Acquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of any transaction.
•The anticipated benefits of our joint ventures may not be fully realized, or take longer to realize than expected.
•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.
•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.
•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.
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.
•Sales or issuances of shares of our common stock may adversely affect the market price of our common stock.
•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.
Risks Related to Sustainability, Environmental Laws and Climate Change
•Environmental and sustainability laws and regulations may impose upon us new or unexpected costs.
•Our business may be adversely affected by physical risks related to climate change and our response to it.
•We may fail to execute 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.
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.
•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.
•Our business could be adversely affected if we are unable to maintain our complex global legal entity structure.
Risks Related to Our REIT Status in the U.S.
•We have a number of risks related to our qualification as a real estate investment trust for federal income tax purposes ("REIT"), including the risk that we may not be able to maintain our qualification for taxation as a REIT which could expose us to substantial corporate income tax and have a materially adverse effect on our business, financial condition, and results of operations.
5

PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
EQUINIX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
March 31, 2026 December 31, 2025
  (Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 1,362  $ 1,727 
Short-term investments 1,692  1,500 
Accounts receivable, net of allowance of $13 and $16
1,108  1,001 
Other current assets 1,184  897 
Total current assets 5,346  5,125 
Property, plant and equipment, net 24,169  23,584 
Operating lease right-of-use assets 1,345  1,392 
Goodwill 5,931  5,984 
Intangible assets, net 1,258  1,316 
Other assets 2,849  2,740 
Total assets $ 40,898  $ 40,141 
Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses $ 1,321  $ 1,350 
Accrued property, plant and equipment 703  564 
Current portion of operating lease liabilities 161  155 
Current portion of finance lease liabilities 173  168 
Current portion of mortgage and loans payable 16  17 
Current portion of senior notes 1,876  1,299 
Other current liabilities 288  340 
Total current liabilities 4,538  3,893 
Operating lease liabilities, less current portion 1,256  1,304 
Finance lease liabilities, less current portion 2,126  2,187 
Mortgage and loans payable, less current portion 13  686 
Senior notes, less current portion 17,715  16,910 
Other liabilities 930  983 
Total liabilities 26,578  25,963 
Commitments and contingencies (Note 9)
Redeemable non-controlling interest 25  25 
Common stockholders’ equity (shares in thousands):
Common stock, $0.001 par value per share: 300,000 shares authorized; 98,685 issued and 98,623 outstanding in 2026 and 98,288 issued and 98,226 outstanding in 2025
—  — 
Additional paid-in capital 21,858  21,642 
Treasury stock, at cost; 62 shares in 2026 and 62 shares in 2025
(24) (24)
Accumulated dividends (12,707) (12,202)
Accumulated other comprehensive loss (1,343) (1,359)
Retained earnings 6,514  6,099 
Total common stockholders' equity 14,298  14,156 
Non-controlling interests (3) (3)
Total stockholders’ equity 14,295  14,153 
Total liabilities, redeemable non-controlling interest and stockholders’ equity $ 40,898  $ 40,141 
See accompanying notes to condensed consolidated financial statements.
6

EQUINIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share data)
Three Months Ended
March 31,
  2026 2025
  (Unaudited)
Revenues $ 2,444  $ 2,225 
Costs and operating expenses:
Cost of revenues 1,186  1,084 
Sales and marketing 241  229 
General and administrative 444  438 
Restructuring and other exit charges 10 
Transaction costs
Impairment charges — 
(Gain) loss on asset sales (20) — 
Total costs and operating expenses 1,867  1,767 
Income from operations 577  458 
Interest income 41  47 
Interest expense (148) (122)
Other income (expense)
Income before income taxes 471  392 
Income tax expense (56) (49)
Net income 415  343 
Net (income) loss attributable to non-controlling interests —  — 
Net income attributable to common stockholders $ 415  $ 343 
Earnings per share (“EPS”) attributable to common stockholders:
Basic EPS $ 4.22  $ 3.52 
Weighted-average shares for basic EPS (in thousands) 98,392  97,514 
Diluted EPS $ 4.20  $ 3.50 
Weighted-average shares for diluted EPS (in thousands) 98,727  97,887 
See accompanying notes to condensed consolidated financial statements.
7

EQUINIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
Three Months Ended
March 31,
  2026 2025
  (Unaudited)
Net income $ 415  $ 343 
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment ("CTA"):
CTA gain (loss) (45) 319 
Income tax effects —  — 
CTA gain (loss), net of tax (45) 319 
Change in net investment hedge CTA gain (loss):
Net investment hedge CTA gain (loss) 21  (128)
Income tax effects (3) (1)
Net investment hedge CTA gain (loss), net of tax 18  (129)
Change in unrealized gain (loss) on cash flow hedges:
Unrealized gain (loss) on cash flow hedges 55  (29)
Income tax effects (12) 15 
Unrealized gain (loss) on cash flow hedges, net of tax 43  (14)
Total other comprehensive income, net of tax 16  176 
Comprehensive income, net of tax 431  519 
Net (income) loss attributable to non-controlling interests —  — 
Comprehensive income attributable to common stockholders $ 431  $ 519 
See accompanying notes to condensed consolidated financial statements.

8

EQUINIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Three Months Ended
March 31,
2026 2025
  (Unaudited)
Cash flows from operating activities:
Net income $ 415  $ 343 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion 544  480 
Stock-based compensation 128  113 
Impairment charges — 
(Gain) loss on asset sales (20) — 
Other operating activities (3) (1)
Changes in operating assets and liabilities:
Accounts receivable (106) (133)
Income taxes, net (7) (2)
Operating lease right-of-use assets 41  42 
Operating lease liabilities (35) (39)
Accounts payable and accrued expenses (62) (149)
Other assets and liabilities (180) 155 
Net cash provided by operating activities 717  809 
Cash flows from investing activities:
Purchases of equity investments (146) (43)
Distributions from equity investments — 
Purchases of short-term investments (784) (190)
Maturity of short-term investments 595  — 
Real estate acquisitions (123) (17)
Purchases of other property, plant and equipment (1,256) (750)
Proceeds from sale of assets, net of cash transferred 258  — 
Settlement of foreign currency hedges (3) 32 
Net cash used in investing activities (1,459) (964)
Cash flows from financing activities:
Proceeds from employee equity programs 49  50 
Payment of dividends (519) (468)
Proceeds from public offering of common stock, net of issuance costs —  99 
Proceeds from senior notes, net of debt discounts 1,492  370 
Repayment of finance lease liabilities (41) (32)
Repayment of other debt (674) — 
Other financing activities 42  (4)
Net cash provided by financing activities 349  15 
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash (6) 20 
Net decrease in cash, cash equivalents and restricted cash (399) (120)
Cash, cash equivalents and restricted cash at beginning of period 1,824  3,082 
Cash, cash equivalents and restricted cash at end of period $ 1,425  $ 2,962 
Cash and cash equivalents $ 1,362  $ 2,950 
Current portion of restricted cash included in other current assets 59  12 
Non-current portion of restricted cash included in other assets — 
Total cash, cash equivalents and restricted cash at end of period $ 1,425  $ 2,962 
See accompanying notes to condensed consolidated financial statements.
9


EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.    Basis of Presentation and Significant Accounting Policies
Basis of Presentation and Consolidation
Equinix, Inc. ("Equinix," the "Company," "we," "our," or "us") was incorporated in Delaware on June 22, 1998. We have been operating as a real estate investment trust ("REIT") for U.S. federal income tax purposes since 2015.
The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the financial position and the results of operations for the interim periods presented.
Our condensed consolidated balance sheet data as of December 31, 2025 has been derived from audited consolidated financial statements as of that date. Our condensed consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission ("SEC"), but omit certain information and footnote disclosure necessary to present the statements in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP" or "GAAP"). For further information, refer to the Consolidated Financial Statements and Notes thereto included in our Form 10-K as filed with the SEC on February 11, 2026. Results for the interim periods are not necessarily indicative of results for the entire fiscal year.
Certain prior period amounts have been reclassified in the condensed consolidated financial statements to conform with current year presentation.
Intercompany accounts and transactions have been eliminated in consolidation.
Income Taxes
We accrue for income taxes during interim periods based on the estimated annual effective tax rate. The effective tax rate is subject to change in the future due to various factors such as our operating performance, tax law changes and future business acquisitions.
Our effective tax rates were 11.9% and 12.5% for the three months ended March 31, 2026 and 2025, respectively.
Recent Accounting Pronouncements
Accounting Standards Not Yet Adopted
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03: Disaggregation of Income Statement Expenses ("DISE"). The ASU requires additional disclosure of the nature of expenses included in the income statement. The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. We are currently evaluating the extent of the impact of this ASU on disclosures in our condensed consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06: Targeted Improvements to the Accounting for Internal-Use Software. The ASU is intended to increase the operability of the recognition guidance for internal-use software considering different methods of software development. The ASU is effective for annual and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The ASU permits prospective, retrospective or modified retrospective application. We are currently evaluating the extent of the impact of this ASU on our condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU is intended to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The ASU is effective for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The ASU permits prospective or retrospective application.
10

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
We are currently evaluating the extent of the impact of this ASU on disclosures in our consolidated financial statements.
2.    Revenue
Contract Balances
The following table summarizes the opening and closing balances of our accounts receivable, net; contract assets, current; contract assets, non-current; deferred revenue, current; and deferred revenue, non-current (in millions):
Accounts receivable, net (1)
Contract assets, current Contract assets, non-current Deferred revenue, current Deferred revenue, non-current
Beginning balances as of January 1, 2026
$ 1,001  $ 56  $ 126  $ 133  $ 170 
Closing balances as of March 31, 2026
1,108  45  123  146  226 
Increase (Decrease) $ 107  $ (11) $ (3) $ 13  $ 56 
(1)The net change in our allowance for credit losses was insignificant during the three months ended March 31, 2026.
The difference between the opening and closing balances of our accounts receivable, net, contract assets and deferred revenues primarily results from revenue growth and the timing difference between the satisfaction of our performance obligation and the customer's payment. The amount of revenue recognized during the three months ended March 31, 2026 from the opening deferred revenue balance as of January 1, 2026 was $46 million. The amount of revenue recognized during the three months ended March 31, 2025 from the opening deferred revenue balance as of January 1, 2025 was $34 million.
Remaining Performance Obligations
Approximately $14.2 billion of revenues, including deferred installation revenues, are expected to be recognized in future periods related to unsatisfied performance obligations as of March 31, 2026. Most of our revenue contracts have an initial term varying from one to five years, and thereafter automatically renew in one-year increments. Included in the remaining performance obligations are contracts that are either under the initial term or under one-year renewal periods. We expect to recognize approximately 65% of our remaining performance obligations as revenues over the next two years, with more revenues expected to be recognized in the first year due to the impact of contract renewals. The remainder of the balance is generally expected to be recognized over the next three to five years. We estimate our remaining performance obligations at a point in time. Actual amounts and timing of revenue recognition may differ from these estimates due to changes in actual deployment dates, contract modifications, scheduled price increases, renewals and/or terminations.
The remaining performance obligations do not include variable consideration related to unsatisfied performance obligations such as the usage of metered power, service fees from xScale® data centers that are based on future events or actual costs incurred in the future, or any contracts that could be terminated without any significant penalties including the majority of interconnection revenues. The remaining performance obligations above include revenues to be recognized in the future related to arrangements where we are considered the lessor.
11

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
3.    Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share ("EPS") for the periods presented ($ in millions except per share data; share data in thousands):
Three Months Ended
March 31,
  2026 2025
Net income $ 415  $ 343 
Net (income) loss attributable to non-controlling interests —  — 
Net income attributable to common stockholders $ 415  $ 343 
Weighted-average shares used to calculate basic EPS 98,392  97,514 
Effect of dilutive securities:
Employee equity awards 335  373 
Weighted-average shares used to calculate diluted EPS 98,727  97,887 
EPS attributable to common stockholders:
Basic EPS $ 4.22  $ 3.52 
Diluted EPS $ 4.20  $ 3.50 
The following table sets forth potential shares of common stock that are not included in the diluted EPS calculation above because to do so would be anti-dilutive for the periods presented (in thousands):
Three Months Ended
March 31,
2026 2025
Common stock related to employee equity awards 214  71 
4.    Equity Method Investments and Variable Interest Entities
We hold various equity method investments, primarily interests in joint venture partnership arrangements, in order to invest in certain entities that are in line with our business development objectives, including the development and operation of xScale data centers. Some of these joint ventures are classified as Variable Interest Entities ("VIEs").
12

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table summarizes our equity method investments, which are included in other assets on the condensed consolidated balance sheets (in millions):
Investee VIE Ownership Percentage March 31, 2026 December 31, 2025
xScale Joint Ventures
EMEA 1 Joint Venture 20% $ 138  $ 141 
EMEA 2 Joint Venture X 20% 250  253 
Asia-Pacific 1 Joint Venture X 20% 47  47 
Asia-Pacific 2 Joint Venture X 20% 38  37 
Asia-Pacific 3 Joint Venture X 20% 22  23 
AMER 1 Joint Venture X 20%
AMER 2 Joint Venture X 20% 28  27 
AMER 3 Joint Venture (1)
X
Various (1)
146  — 
Total xScale Joint Ventures 678  536 
Other Joint Ventures Various Various 15  15 
Total Equity Method Investments $ 693  $ 551 
(1)We have investments at various levels of the AMER 3 Joint Venture structure, including a 2% interest in the parent company and 23% interests in various asset companies consolidated by the parent. Our effective interest in the AMER 3 Joint Venture assets is 25%.
The following table summarizes our share of income (losses) related to equity method investments, which were included in other income (expense) in our condensed consolidated statements of operations (in millions):
Three Months Ended
March 31,
2026 2025
Share of income (losses) $ $ — 
AMER 3 Joint Venture
On October 1, 2024, we entered into an agreement to form a joint venture to develop and operate xScale data centers in the Americas region (the "AMER 3 Joint Venture"), subject to regulatory approval and other closing conditions which were satisfied on October 30, 2024. We hold a 2% interest in the parent company for the AMER 3 Joint Venture and 23% interests in various asset companies consolidated by the parent.
On January 13, 2026, we sold the assets and liabilities relating to the Hampton data center campus ("Hampton Campus"), which were included within our Americas region, to the AMER 3 Joint Venture for total consideration of $459 million. The consideration received was comprised of $129 million of net cash proceeds, $184 million of receivables, and retained equity interests in the AMER 3 Joint Venture with a fair value of $146 million. We recognized a gain of $19 million on the sale of the Hampton Campus in the first quarter of 2026.
VIEs
Unconsolidated VIEs
The unconsolidated VIE equity method investments are considered VIEs because they do not have sufficient funds from operations to be self-sustaining. While we provide certain management services to these joint ventures and earn fees for the performance of such services, we do not have unilateral power to direct the activities of these joint ventures that most significantly impact economic performance. These activities primarily include data center construction and operations, sales and marketing, financing, real estate purchases or sales and monetization. Decisions about these activities generally require the consent of both Equinix and our partners. We concluded that Equinix does not have predominant control over the unconsolidated VIEs and that Equinix is not considered to be the primary beneficiary.
13

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table summarizes our maximum exposure to loss related to the unconsolidated VIEs as of March 31, 2026 (in millions):
Equity Investment $ 540 
Outstanding Accounts Receivable 17 
Other Receivables 322 
Contract Assets 32 
Loan Commitment (1)
392 
Future Equity Contribution Commitments (2)
208 
Maximum Future Payments under Debt Guarantees (3)
44 
Total $ 1,555 
(1)Concurrent with the closing of the AMER 2 Joint Venture, we entered into a loan agreement with the AMER 2 Joint Venture, as a lender. Refer to Note 11.
(2)The joint ventures' partners are required to make additional equity contributions proportionately to fund capital necessary to complete the construction of approved developments. In addition, the partners may be required to make additional equity contributions upon certain occurrences such as shortfalls in capital to fund cost overruns or to make interest payments on outstanding debt.
(3)In connection with our 20% equity investment in the EMEA 2 Joint Venture, we provided the lenders with our guarantee covering 20% of all payments of principal and interest due under one of the EMEA 2 Joint Venture's credit facility agreements. A portion of the guarantee relates to our AMER 1 Joint Venture. Refer to Note 9.
In addition to the above, we have entered into an agreement with the AMER 3 Joint Venture that requires us to reimburse the AMER 3 Joint Venture for non-recoverable costs incurred relating to ongoing customer negotiations. While a material loss is not probable, due to the uncertainty of costs that may qualify for reimbursement, our maximum exposure to loss under this agreement cannot be estimated.
Consolidated VIEs
Our Indonesian operating entity is a VIE because it does not have sufficient funds from its operations to be self-sustaining. We provide certain management services to the entity and earn fees for the performance of such services. We have the power to direct the activities that most significantly impact the economic performance of the entity and have concluded that we are its primary beneficiary.
The following table presents the assets and liabilities of the Indonesian VIE (in millions):
March 31, 2026 December 31, 2025
Cash and cash equivalents $ $ 12 
Property, plant and equipment, net 77  65 
Other 11  11 
Total assets $ 92  $ 88 
Finance lease liabilities $ 22  $ 24 
Other 22  12 
Total liabilities $ 44  $ 36 
The losses from the Indonesian VIE were insignificant for the three months ended March 31, 2026 and 2025.
14

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
5.    Derivatives and Hedging Instruments
Derivatives and Other Instruments Designated as Hedging Instruments
Net Investment Hedges
Foreign Currency Debt: We are exposed to the impact of foreign exchange rate fluctuations on the value of investments in our foreign subsidiaries whose functional currencies are other than the U.S. dollar. In order to mitigate the impact of foreign currency exchange rates, we have entered into various foreign currency debt obligations, which are designated as hedges against our net investments in foreign subsidiaries. As of December 31, 2025, the total principal amount of foreign currency debt obligations designated as net investment hedges was $923 million. As of March 31, 2026, no foreign currency debt obligations were designated as net investment hedges.
Foreign Currency Forward Contracts: We use foreign currency forward contracts, designated as net investment hedges, to hedge against the effect of foreign exchange rate fluctuations on our net investment in our foreign subsidiaries. We use the spot method to assess hedge effectiveness and recognize fair value changes from spot rates in other comprehensive income (loss). We exclude forward points from the assessment of hedge effectiveness and amortize the initial value of the excluded component through interest expense. The difference between fair value changes from the excluded component and the amount amortized is recognized in other comprehensive income (loss).
Embedded Derivatives: Certain of our customer agreements that are priced in currencies different from the functional or local currencies of the parties involved are deemed to have foreign currency forward contracts embedded in them. These embedded derivatives are separated from their host contracts and carried on our balance sheet at their fair value. The majority of these embedded derivatives arise as a result of our foreign subsidiaries pricing their customer contracts in U.S. dollars. We use some of these forward contracts embedded within our customer agreements to hedge against the effect of foreign exchange rate fluctuations on our net investment in our foreign subsidiaries. As of March 31, 2026 and December 31, 2025, the total remaining contract value of such customer agreements under this hedging program was $38 million and $230 million, respectively.
Cross-currency Interest Rate Swaps: We also use cross-currency interest rate swaps, designated as net investment hedges, which effectively convert a portion of our U.S. dollar-denominated fixed-rate debt to foreign currency-denominated fixed-rate debt, to hedge the currency exposure associated with our net investment in our foreign subsidiaries. We use the spot method to assess hedge effectiveness and recognize fair value changes from spot rates in other comprehensive income (loss). We exclude time value and cross-currency basis spread from the assessment of hedge effectiveness and recognize the excluded component in interest expense through the swap accrual process. The difference between fair value changes of the excluded component and the amount amortized is recognized in other comprehensive income (loss).
Cash Flow Hedges
Foreign Currency Forward Contracts: We enter into intercompany foreign currency forward contracts ("intercompany derivatives") with our wholly-owned subsidiaries in our EMEA region in order to hedge certain forecasted revenues and expenses denominated in currencies other than the U.S. dollar (primarily the British pound and the euro). Simultaneously, we enter into foreign currency forward contracts with unrelated third parties to externally hedge the net exposure created by such intercompany derivatives. We designate the intercompany derivatives as cash flow hedges. We do not exclude any components from the assessment of hedge effectiveness and the change in fair value of these derivatives is recognized in other comprehensive income (loss) until the hedged transaction occurs.
As of March 31, 2026, our foreign currency forward contracts had maturity dates ranging from April 2026 to December 2028 and we had a net loss of $20 million recorded within accumulated other comprehensive income (loss) to be reclassified to revenues and expenses for cash flow hedges that will mature in the next 12 months. As of December 31, 2025, our foreign currency forward contracts had maturity dates ranging from January 2026 to December 2027 and we had a net loss of $51 million recorded within accumulated other comprehensive income (loss) to be reclassified to revenues and expenses for cash flow hedges that mature in the 12 months following December 31, 2025.
15

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Cross-currency Interest Rate Swaps: We use cross-currency swaps, designated as cash flow hedges, to manage the foreign currency exposure associated with a portion of our foreign currency-denominated debt and our U.S. dollar-denominated debt issued by our foreign subsidiaries. As of March 31, 2026, the cross-currency swaps had maturity dates ranging from March 2027 to June 2034. We had a net gain of $31 million recorded within accumulated other comprehensive income (loss) to be reclassified to interest expense in the next 12 months. As of December 31, 2025, our cross-currency interest rate swaps had maturity dates ranging from March 2026 to June 2034. We had a net gain of $13 million recorded within accumulated other comprehensive income (loss) to be reclassified to interest expense in the 12 months following December 31, 2025. We use the spot method to assess hedge effectiveness. Fair value changes from spot rates are recognized in other comprehensive income (loss) initially and immediately reclassified to earnings to offset the gain or loss from remeasuring the associated debt. We exclude time value and cross currency basis spread from the assessment of hedge effectiveness and recognize the excluded component in interest expense through the swap accrual process. The difference between fair value changes of the excluded component and the amount amortized is recognized in other comprehensive income (loss).
Interest Rate Locks: We hedge the interest rate exposure created by anticipated fixed-rate debt issuances through the use of treasury locks and swap locks (collectively, interest rate locks), which are designated as cash flow hedges. As of both March 31, 2026 and December 31, 2025, we had no interest rate locks outstanding. When interest rate locks are settled, any gain or loss from the transactions is deferred and included as a component of other comprehensive income (loss) and is amortized to interest expense over the term of the forecasted hedged transaction which is equivalent to the term of the interest rate locks. As of March 31, 2026 and December 31, 2025, we had a net gain of $3 million and $4 million, respectively, recorded within accumulated other comprehensive income (loss) to be reclassified to interest expense in the 12 months following March 31, 2026 and December 31, 2025, respectively, for interest rate locks.
Derivatives Not Designated as Hedging Instruments
Foreign Currency Forward Contracts: We use foreign currency forward contracts to manage the foreign exchange risk associated with certain foreign currency-denominated monetary assets and liabilities. Gains and losses on these contracts are included in other income (expense), on a net basis, along with the foreign currency gains and losses of the related foreign currency-denominated monetary assets and liabilities associated with these foreign currency forward contracts.
We also use foreign currency forward contracts to manage the foreign exchange risk associated with undesignated embedded derivatives. Gains and losses on these contracts are included in revenue, on a net basis, along with the foreign currency gains and losses of the embedded derivatives associated with these foreign currency forward contracts.
Embedded Derivatives: We may, from time to time, elect to dedesignate a portion of our foreign currency forward contracts embedded within our customer arrangements and previously designated as hedging instruments. Gains and losses subsequent to the dedesignation are recognized in revenues with the hedged item.
Cross-currency Interest Rate Swaps: We may, from time to time, elect to dedesignate a portion of our cross-currency interest rate swaps previously designated as hedging instruments. Gains and losses subsequent to the dedesignation are recognized in other income (expense).
16

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Notional Amounts and Fair Value of Derivative Instruments
The following table presents the composition of derivative instruments recognized in our condensed consolidated balance sheets, excluding accrued interest (in millions):
March 31, 2026 December 31, 2025
Notional Amount (1)
Fair Value
Notional Amount (1)
Fair Value
Assets (2)
Liabilities (3)
Assets (2)
Liabilities (3)
Net investment hedges:
Foreign currency forward contracts $ 1,224  $ 34  $ $ 1,224  $ 14  $
Cross-currency interest rate swaps 350  —  20  373  32 
Cash flow hedges:
Foreign currency forward contracts 1,692  16  40  1,577  72 
Cross-currency interest rate swaps 3,603  22  26  2,972  65  58 
Non-designated hedges:
Foreign currency forward contracts 2,439  34  19  2,134  31 
Cross-currency interest rate swaps 2,026  175  25  2,003  166  28 
Total $ 11,334  $ 281  $ 139  $ 10,283  $ 255  $ 229 
(1)Excludes embedded derivatives.
(2)As presented in our condensed consolidated balance sheets within other current assets and other assets.
(3)As presented in our condensed consolidated balance sheets within other current liabilities and other liabilities.
Impact on Accumulated Other Comprehensive Income (Loss)
The pre-tax gains (losses) from hedging instruments recognized in accumulated other comprehensive income (loss) were as follows (in millions):
Three Months Ended
March 31,
2026 2025
Net investment hedges:
Foreign currency debt $ $ (41)
Foreign currency forward contracts (included component) 10  (6)
Foreign currency forward contracts (excluded component) (3) — 
Cross-currency interest rate swaps (included component) 11  (96)
Cross-currency interest rate swaps (excluded component) 15 
Total $ 21  $ (128)
Cash flow hedges:
Foreign currency forward contracts $ 48  $ (57)
Cross-currency interest rate swaps (excluded component) 28 
Interest rate locks (1) — 
Total $ 55  $ (29)
17

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Impact on Earnings
The gains (losses) from derivative instruments recognized in earnings, and the location of such gains (losses) in our condensed consolidated statements of operations were as follows (in millions):
Three Months Ended
March 31,
Location of gain (loss) 2026 2025
Net investment hedges:
Foreign currency forward contracts (excluded component) Interest expense $ $
Cross-currency interest rate swaps (excluded component) Interest expense
Total $ $
Cash flow hedges:
Foreign currency forward contracts Revenues $ (28) $ 18 
Foreign currency forward contracts Costs and operating expenses 14  (9)
Cross-currency interest rate swaps (excluded component) Interest expense
Cross-currency interest rate swaps (included component) Other income (expense) 37  (22)
Interest rate locks Interest expense — 
Total $ 29  $ (9)
Non-designated hedges:
Foreign currency forward contracts Other income (expense) $ (4) $ (44)
Foreign currency forward contracts Revenues (1) — 
Cross-currency interest rate swaps Other income (expense)
Total $ (3) $ (42)
Offsetting Derivative Assets and Liabilities
We enter into master netting agreements with our counterparties for transactions other than embedded derivatives to mitigate credit risk exposure to any single counterparty. Master netting agreements allow for individual derivative contracts with a single counterparty to offset in the event of default. For presentation in our condensed consolidated balance sheets, we do not offset fair value amounts recognized for derivative instruments or the accrued interest related to cross-currency interest rate swaps under master netting arrangements. The following table presents information related to these offsetting arrangements, inclusive of accrued interest (in millions):
Gross Amounts Gross Amounts Offset in the Balance Sheet Net Amounts Gross Amounts Not Offset in the Balance Sheet Net
March 31, 2026
Derivative assets $ 325  $ —  $ 325  $ (141) $ 184 
Derivative liabilities 178  —  178  (141) 37 
December 31, 2025
Derivative assets $ 267  $ —  $ 267  $ (80) $ 187 
Derivative liabilities 241  —  241  (80) 161 
18

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
6.    Fair Value Measurements
We perform fair value measurements in accordance with ASC 820, Fair Value Measurement, which establishes three levels of inputs that we use to measure fair value:
•Level 1: quoted prices in active markets for identical assets or liabilities.
•Level 2: observable inputs (e.g., spot rates and other data from third-party pricing vendors for our derivative instruments, credit rating and current prices of similar debt instruments that are publicly traded for our debt instruments) other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the assets or liabilities.
•Level 3: unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities, including indicative pricing from third parties for similar instruments and asset-specific yield adjustments for elements such as credit risk.
The fair values of certain financial assets and liabilities were as follows (in millions):
March 31, 2026
December 31, 2025
  Fair Value Fair Value Measurement Using Fair Value Fair Value Measurement Using
  Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Assets:
Money market funds (1)
$ 769  $ 769  $ —  $ —  $ 1,333  $ 1,333  $ —  $ — 
Time deposits (2)
1,710  —  1,710  —  1,271  —  1,271  — 
U.S. government securities - held to maturity (3)
171  50  121  —  256  —  256  — 
U.S. government securities - available for sale (4)
10  —  10  —  —  —  —  — 
Loan receivable (5)
347  —  —  347  351  —  —  351 
Derivative instruments (6)
281  —  281  —  255  —  255  — 
Total $ 3,288  $ 819  $ 2,122  $ 347  $ 3,466  $ 1,333  $ 1,782  $ 351 
Liabilities:
Derivative instruments (6)
$ 139  $ —  $ 139  $ —  $ 229  $ —  $ 229  $ — 
Mortgage and loans payable (7)
29  —  29  —  706  —  706  — 
Senior notes (7)
18,433  18,010  423  —  17,297  16,847  450  — 
Total $ 18,601  $ 18,010  $ 591  $ —  $ 18,232  $ 16,847  $ 1,385  $ — 
(1)Instruments are included within cash and cash equivalents in our condensed consolidated balance sheets, and are measured at fair value.
(2)Instruments are included within cash and cash equivalents and short-term investments in our condensed consolidated balance sheets, and are measured at amortized cost.
(3)Instruments are included within cash and cash equivalents and short-term investments in our condensed consolidated balance sheets, and are measured at amortized cost. All of our U.S. government securities classified into this category mature within one year. As of March 31, 2026, no allowance for credit losses was recorded for these securities and there were insignificant unrecognized gains and losses.
(4)Instruments are included within cash and cash equivalents and short-term investments in our condensed consolidated balance sheets, and are measured at fair value. All of our U.S. government securities classified into this category mature within one year. As of March 31, 2026, no allowance for credit losses was recorded for these securities and there were insignificant unrealized gains and losses.
(5)Instrument is included within other assets in our condensed consolidated balance sheets, and is measured at amortized cost. Refer to Note 11.
(6)Instruments are included within other current assets, other assets, other current liabilities and other liabilities in our condensed consolidated balance sheets, and are measured at fair value. Refer to Note 5.
(7)Instruments include both current and non-current portions which are measured at their amortized cost. Refer to Note 8.
19

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
7.    Leases
Lease Expenses
The components of lease expenses were as follows (in millions):
Three Months Ended
March 31,
2026 2025
Finance lease cost
Amortization of right-of-use assets (1)
$ 51  $ 44 
Interest on lease liabilities 29  30 
Total finance lease cost 80  74 
Operating lease cost 59  58 
Variable lease cost 20  22 
Total lease cost $ 159  $ 154 
(1)Amortization of right-of-use assets is included within depreciation expense, and is recorded within cost of revenues, sales and marketing and general and administrative expenses in our condensed consolidated statements of operations.
Other Information
Other information related to leases is presented in the following tables (in millions):
Three Months Ended
March 31,
2026 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases $ 28  $ 29 
Operating cash flows from operating leases 56  55 
Financing cash flows from finance leases 41  32 
Right-of-use assets obtained in exchange for lease obligations: (1)
Finance leases $ $ 84 
Operating leases 70 
March 31, 2026 December 31, 2025
Weighted-average remaining lease term - finance leases (2)
13 years 13 years
Weighted-average remaining lease term - operating leases (2)
12 years 12 years
Weighted-average discount rate - finance leases % %
Weighted-average discount rate - operating leases % %
Finance lease right-of-use assets (3)
$ 2,225  $ 2,277 
(1)Represents all non-cash changes in right-of-use assets.
(2)Includes lease renewal options that are reasonably certain to be exercised.
(3)As of March 31, 2026 and December 31, 2025, we recorded accumulated amortization of finance lease right-of-use assets of $1.2 billion and $1.1 billion, respectively. Finance lease assets are recorded within property, plant and equipment, net in our condensed consolidated balance sheets.
20

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Maturities of Lease Liabilities
The maturities of our lease liabilities as of March 31, 2026 are as follows (in millions):
Operating Leases Finance Leases Total
2026 (9 months remaining) $ 167  $ 208  $ 375 
2027 216  290  506 
2028 183  279  462 
2029 154  271  425 
2030 143  256  399 
Thereafter 1,070  1,952  3,022 
Total lease payments 1,933  3,256  5,189 
Less imputed interest (516) (957) (1,473)
Total $ 1,417  $ 2,299  $ 3,716 
We entered into agreements with various landlords, primarily to lease data center spaces and ground leases, which have not yet commenced as of March 31, 2026. These leases are expected to commence between 2026 and 2029, with lease terms of 2 to 99 years and total lease commitments of approximately $716 million.
8.    Debt Facilities
Mortgage and Loans Payable
Our mortgage and loans payable balance consisted of the following (in millions):
March 31,
2026
December 31, 2025
Term loans $ $ 673 
Mortgage payable and other loans payable 28  30 
29  703 
Less current portion (16) (17)
$ 13  $ 686 
Senior Credit Facility
In 2022, we entered into a credit agreement with a group of lenders for a senior unsecured credit facility, comprised of a $4.0 billion senior unsecured multicurrency revolving credit facility (the "2022 Revolving Facility") and a £500 million senior unsecured term loan facility (the "2022 Term Loan Facility"). As of December 31, 2025, the total amount outstanding under the 2022 Term Loan Facility, net of debt issuance costs, was $673 million. We repaid the total amount outstanding under the 2022 Term Loan Facility on March 31, 2026.
As of March 31, 2026, we had 25 irrevocable letters of credit totaling $19 million issued and outstanding, with approximately $4.0 billion remaining available to borrow, under the 2022 Revolving Facility. As of March 31, 2026 and December 31, 2025, unamortized debt issuance costs for the 2022 Revolving Facility of $1 million and $2 million, respectively, were presented in other assets in our condensed consolidated balance sheets.

21

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Senior Notes
Our senior notes balance consisted of the following (in millions):
March 31, 2026 December 31, 2025
Amount Effective Rate Amount Effective Rate
1.450% Senior Notes due 2026
700  1.64  % 700  1.64  %
2.900% Senior Notes due 2026
600  3.04  % 600  3.04  %
0.250% Euro Senior Notes due 2027
577  0.45  % 587  0.45  %
1.800% Senior Notes due 2027
500  1.96  % 500  1.96  %
1.550% Senior Notes due 2028
650  1.67  % 650  1.67  %
2.000% Senior Notes due 2028
400  2.21  % 400  2.21  %
2.875% Swiss Franc Senior Notes due 2028
375  3.05  % 378  3.05  %
3.250% Euro Senior Notes due 2029
866  3.45  % 881  3.45  %
1.558% Swiss Franc Senior Notes due 2029
125  1.79  % 126  1.79  %
3.200% Senior Notes due 2029
1,200  3.30  % 1,200  3.30  %
3.500% Singapore Dollar Senior Notes due 2030
389  3.67  % 389  3.67  %
2.150% Senior Notes due 2030
1,100  2.27  % 1,100  2.27  %
4.600% Senior Notes due 2030
1,250  4.81  % 1,250  4.81  %
3.250% Euro Senior Notes due 2031
751  3.46  % 763  3.46  %
4.400% Senior Notes due 2031
700  4.71  % —  —  %
2.500% Senior Notes due 2031
1,000  2.65  % 1,000  2.65  %
3.900% Senior Notes due 2032
1,200  4.07  % 1,200  4.07  %
2.900% Singapore Dollar Senior Notes due 2032
505  3.01  % 505  3.01  %
4.000% Canadian Dollar Senior Notes due 2032
502  4.29  % 510  4.29  %
1.000% Euro Senior Notes due 2033
693  1.18  % 705  1.18  %
4.700% Senior Notes due 2033
800  4.95  % —  —  %
3.650% Euro Senior Notes due 2033
693  3.78  % 705  3.78  %
4.000% Euro Senior Notes due 2034
866  4.17  % 881  4.17  %
5.500% Senior Notes due 2034
750  5.74  % 750  5.74  %
3.625% Euro Senior Notes due 2034
577  3.75  % 587  3.75  %
2.000% Japanese Yen Senior Notes Series A due 2035
237  2.07  % 240  2.07  %
2.130% Japanese Yen Senior Notes Series C due 2035
93  2.20  % 94  2.20  %
2.370% Japanese Yen Senior Notes Series B due 2043
65  2.42  % 65  2.42  %
2.570% Japanese Yen Senior Notes Series D due 2043
29  2.62  % 29  2.62  %
2.570% Japanese Yen Senior Notes Series E due 2043
63  2.62  % 64  2.62  %
3.000% Senior Notes due 2050
500  3.09  % 500  3.09  %
2.950% Senior Notes due 2051
500  3.00  % 500  3.00  %
3.400% Senior Notes due 2052
500  3.50  % 500  3.50  %
19,756  18,359 
Less amount representing unamortized debt issuance costs and debt discounts (165) (150)
19,591  18,209 
Less current portion (1,876) (1,299)
Total
$ 17,715  $ 16,910 
22

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
4.400% Senior Notes due 2031 and 4.700% Senior Notes due 2033
On March 5, 2026, we issued $700 million aggregate principal amount of 4.400% senior notes due March 15, 2031 (the "2031 Notes") and $800 million aggregate principal amount of 4.700% senior notes due March 15, 2033 (the "2033 Notes"). Interest on both series of notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2026. Total debt discounts and debt issuance costs related to the 2031 Notes and the 2033 Notes were $10 million and $12 million, respectively.
The following table sets forth maturities of our debt, including mortgage and loans payable and senior notes, gross of debt issuance costs and debt discounts, as of March 31, 2026 (in millions):
Years ending:
2026 (9 months remaining) $ 1,315 
2027 1,082 
2028 1,430 
2029 2,195 
2030 2,739 
Thereafter 11,024 
Total $ 19,785 
Interest Charges
Other information related to interest is presented in the following tables (in millions):
  Three Months Ended
March 31,
  2026 2025
Interest expense $ 148  $ 122 
Interest capitalized 32  11 
Interest charges incurred $ 180  $ 133 
Three Months Ended
March 31,
2026 2025
Interest paid in cash, net of capitalized interest $ 109  $ 93 
9.    Commitments and Contingencies
Purchase Commitments
As a result of our various IBX data center developments, as of March 31, 2026 we were contractually committed for unaccrued capital expenditures, primarily for real estate purchases, IBX infrastructure equipment not yet delivered and labor not yet provided. We also had numerous other non-capital purchase commitments in place as of March 31, 2026, such as commitments to purchase power in select locations through the remainder of 2026 and thereafter, and other open purchase orders for goods or services to be delivered or provided during the remainder of 2026 and thereafter. Certain of our multi-year commitments to purchase power are subject to variable pricing or do not specify a fixed or minimum volume commitment. Due to the indeterminable nature of the spend under these commitments, they are not included in the amounts below.
23

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Total future purchase commitments as of March 31, 2026 are as follows (in millions):
Years ending:
2026 (9 months remaining) 3,944 
2027 2,046 
2028 790 
2029 223 
2030 142 
Thereafter 595 
$ 7,740 
Other Commitments
On February 26, 2026, we entered into an equity commitment letter with a subsidiary of Canadian Pension Plan Investment Board to contribute up to $963 million in exchange for approximately 40% ownership of the subsidiary, in connection with the subsidiary's planned acquisition of atNorth, a Nordic high-density colocation and built-to-suit data center provider. Our contribution is subject to customary closing conditions, including regulatory approvals, for the joint purchase of atNorth.
Please refer to Note 4 for information about our equity method investment commitments and Note 7 for our lease commitments.
Contingent Liabilities
We estimate our exposure on certain liabilities, such as indirect and property taxes, based on the best information available at the time of determination. With respect to real and personal property taxes, we record what we can reasonably estimate based on prior payment history, assessed value by the assessor's office, current landlord estimates or estimates based on current or changing fixed asset values in each specific municipality, as applicable. However, there are circumstances beyond our control whereby the underlying value of the property or basis for which the tax is calculated on the property may change, such as a landlord selling the underlying property of one of our IBX data center leases or a municipality changing the assessment value in a jurisdiction and, as a result, our property tax obligations may vary from period to period. Based upon the most current facts and circumstances, we make the necessary property tax accruals for each of our reporting periods. However, revisions in our estimates of the potential or actual liability could materially impact our financial position, results of operations or cash flows.
Our indirect and property tax filings in various jurisdictions are subject to examination by local tax authorities. 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 further changes to the tax laws and interpretations thereof. For example, we are currently undergoing several indirect tax audits and appealing tentative assessments in Brazil. The final settlement of the audits and the outcomes of the appeals are uncertain and may not be resolved in our favor. We regularly assess the likelihood of adverse outcomes resulting from these examinations and appeals that would affect the adequacy of our tax accruals for each of the reporting periods. If any issues arising from the tax examinations and appeals are resolved in a manner inconsistent with our expectations, the revision of the estimates of the potential or actual liabilities could materially impact our financial position, results of operations, or cash flows.
We are and may continue to be party to certain legal and regulatory proceedings with respect to various matters. We evaluate the likelihood of an unfavorable outcome of all legal and regulatory proceedings to which we are a party. Contingent liabilities are accrued when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. These judgments are subjective based on the status of the legal or regulatory proceedings, the merits of our defenses and consultation with in-house and external legal counsel. Loss contingencies are generally recorded in other current liabilities in the consolidated balance sheets and legal costs are expensed as incurred and are recorded in general and administrative expenses in the consolidated statements of operations.
24

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
On August 6, 2025, certain of the Company's current and former directors and officers were named as defendants in a 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 alleges, among other things, violations of Section 14(a) of the Exchange Act, breaches of fiduciary duty, unjust enrichment and waste of corporate assets related to allegations that the Company or its representatives made false and misleading statements about our business, results, internal controls and accounting practices between May 3, 2019 and March 24, 2024. The lawsuit also makes additional allegations that certain directors' and officers' alleged knowledge of the purported misconduct constituted insider trading. The lawsuit seeks, among other relief, findings of misconduct, an award of damages to Equinix, and attorneys’ fees and costs. We filed a motion to dismiss the lawsuit on October 20, 2025, which remains pending with the Court.
This matter is subject to uncertainties, and we cannot predict the outcome, nor reasonably estimate a range of loss or penalties, if any, relating to this matter prior to resolution.
In the opinion of management, there are no other pending claims for which the outcome is expected to result in a material adverse effect in the financial position, results of operations or cash flows.
Employment Agreements
In February 2026, our Board approved an Executive Severance Plan for our executive officers, excluding our Chief Executive Officer. Additionally in February 2026, we entered into an Amended and Restated Severance Agreement with our Chief Executive Officer which provides similar benefits to those in the Executive Severance Plan (collectively the “Executive Severance Benefits”). Generally, in the event that an executive officer is terminated by the Company without cause or resigns from the Company for good reason, the Executive Severance Benefits provide for severance equal to 100% of the executive officer’s annual base salary and target annual bonus and continued vesting of the executive officer’s outstanding equity awards during the 12 months following the termination date. In addition, if the termination or resignation occurs in the three months prior to or 12 months following a change in control, the Executive Severance Benefits provide for severance equal to 200% of the executive officer’s annual base salary and target annual bonus and accelerated vesting of 100% of the executive officer’s outstanding equity awards as of the termination date, subject to certain exceptions.
Indemnification and Guarantor Arrangements
As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was serving, at our request in such capacity. The term of the indemnification period is for the officer's or director's lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, in the event of a legal action, we have purchased insurance that could limit our exposure, depending upon the details of the claim and the coverage provided. As a result, our estimated fair value of these indemnification agreements is minimal. We have no liabilities recorded for these agreements as of March 31, 2026.
We enter into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, we may agree to indemnify, hold harmless, and reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally a business partner or a customer, in connection with matters such as any U.S. patent, or any copyright or other intellectual property infringement claim by any third party with respect to our offerings; a breach of confidentiality obligations and certain other contractual warranties; our gross negligence, willful misconduct, fraud, misrepresentation, or violation of law; and/or if we cause tangible property damage, personal injury or death. The term of any such indemnification agreement is generally perpetual after execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have never incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. In addition, in the event of a legal action, we have purchased insurance that could limit our exposure, depending upon the details of the claim and the coverage provided. As a result, our estimated fair value of these agreements is minimal. We do not have significant liabilities recorded for these agreements as of March 31, 2026.
We enter into arrangements with certain business partners, whereby the business partner agrees to provide services as a subcontractor for our installations. Accordingly, we enter into standard indemnification agreements with our customers, whereby we indemnify them for certain acts, such as personal property damage, by our subcontractors.
25

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have never incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. In addition, in the event of a legal action, we have purchased insurance that could limit our exposure, depending upon the details of the claim and the coverage provided. As a result, our estimated fair value of these agreements is minimal. We do not have significant liabilities recorded for these agreements as of March 31, 2026.
We have service level commitment obligations to certain of our customers. As a result, service interruptions or significant equipment damage in our IBX data centers, whether or not within our control, could result in obligations to these customers. While we have purchased insurance that could limit our exposure, our liability insurance may not be adequate to cover those expenses. In addition, any loss of service, equipment damage or inability to meet our service level commitment obligations could reduce the confidence our customers have in us, and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenues and our operating results. We generally have the ability to determine such service level credits prior to the associated revenue being recognized. We do not have significant liabilities in connection with service level credits as of March 31, 2026.
Concurrent with the closing of the EMEA 2 Joint Venture, the EMEA 2 Joint Venture entered into a credit facility agreement with a group of lenders under which it could borrow up to approximately $1.1 billion in total at the exchange rate in effect on March 31, 2026, with such facility maturing in 2026. In connection with our 20% equity investment in the EMEA 2 Joint Venture, we provided the lenders with a guarantee covering 20% of all payments of principal and interest due and payable by the EMEA 2 Joint Venture under the credit facility, up to a limit of $231 million in total at the exchange rate in effect on March 31, 2026. As of March 31, 2026, the maximum potential amount of our future payments under this guarantee was approximately $44 million at the exchange rates in effect on that date. We and our co-investor entered into an ancillary agreement to allocate funding under the credit facility agreement for use by our AMER 1 Joint Venture. As of March 31, 2026, $11 million of the guarantee related to the AMER 1 Joint Venture. Our estimated fair value of this guarantee is minimal as the likelihood of making a payout under the guarantee is remote.
26

EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
10.    Stockholders' Equity
Stockholders' Equity Rollforward
The following tables provide a rollforward of our stockholders' equity for the three months ended March 31, 2026 and 2025 ($ in millions except per share data; share data in thousands):
Common Stock Treasury Stock Additional
Paid-in Capital
Accumulated
Dividends
AOCI (Loss) Retained
Earnings
Common
Stockholders'
Equity
Non-controlling Interests Total Stockholders' Equity
Shares Amount Shares Amount
Balance as of December 31, 2025 98,288  $ —  (62) $ (24) $ 21,642  $ (12,202) $ (1,359) $ 6,099  $ 14,156  $ (3) $ 14,153 
Net income —  —  —  —  —  —  —  415  415  —  415 
Other comprehensive income —  —  —  —  —  —  16  —  16  —  16 
Issuance of common stock and release of treasury stock for employee equity awards 397  —  —  —  49  —  —  —  49  —  49 
Dividend distribution on common stock, $5.16 per share
—  —  —  —  —  (508) —  —  (508) —  (508)
Settlement of accrued dividends on vested equity awards —  —  —  —  —  (1) —  —  (1) —  (1)
Accrued dividends on unvested equity awards —  —  —  —  —  —  —  — 
Stock-based compensation, net of estimated forfeitures —  —  —  —  167  —  —  —  167  —  167 
Balance as of March 31, 2026 98,685  $ —  (62) $ (24) $ 21,858  $ (12,707) $ (1,343) $ 6,514  $ 14,298  $ (3) $ 14,295 




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EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Common Stock Treasury Stock Additional
Paid-in Capital
Accumulated
Dividends
AOCI (Loss) Retained
Earnings
Common
Stockholders'
Equity
Non-controlling interests Total Stockholders' Equity
Shares Amount Shares Amount
Balance as of December 31, 2024 97,390  $ —  (103) $ (39) $ 20,895  $ (10,342) $ (1,735) $ 4,749  $ 13,528  $ (1) $ 13,527 
Net income —  —  —  —  —  —  —  343  343  —  343 
Other comprehensive income —  —  —  —  —  —  176  —  176  —  176 
Issuance of common stock and release of treasury stock for employee equity awards 406  —  19  42  —  —  —  49  —  49 
Issuance of common stock under ATM program 107  —  —  —  99  —  —  —  99  —  99 
Dividend distribution on common stock, $4.69 per share
—  —  —  —  —  (457) —  —  (457) —  (457)
Settlement of accrued dividends on vested equity awards —  —  —  —  —  (1) —  —  (1) —  (1)
Accrued dividends on unvested equity awards —  —  —  —  —  —  —  — 
Stock-based compensation, net of estimated forfeitures —  —  —  —  150  —  —  —  150  —  150 
Balance as of March 31, 2025 97,903  $ —  (84) $ (32) $ 21,186  $ (10,798) $ (1,559) $ 5,092  $ 13,889  $ (1) $ 13,888 
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EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss, net of tax, by component were as follows (in millions):
Balance as of December 31, 2025 Net
Change
Balance as of March 31,
2026
Foreign CTA gain (loss) $ (1,607) $ (45) $ (1,652)
Net investment hedge CTA gain (loss) (1)
257  18  275 
Unrealized gain (loss) on cash flow hedges (1)
(8) 43  35 
Net actuarial gain (loss) on defined benefit plans (2)
(1) —  (1)
$ (1,359) $ 16  $ (1,343)
(1)Refer to Note 5 for a discussion of the amounts reclassified from accumulated other comprehensive loss to net income.
(2)We have two defined benefit pension plans covering all employees in two countries where such plans are mandated by law. We do not have any defined benefit plans in any other countries.
Changes in foreign currencies can have a significant impact on our condensed consolidated balance sheets (as evidenced above in our cumulative foreign currency translation loss), as well as our condensed consolidated results of operations, as amounts in foreign currencies are generally translated into more U.S. dollars when the U.S. dollar weakens or less U.S. dollars when the U.S. dollar strengthens. As of March 31, 2026, the U.S. dollar was generally weaker relative to certain of the currencies of the foreign countries in which we operate as compared to December 31, 2025. Because of this, the U.S. dollar had an overall unfavorable impact on our condensed consolidated financial position because the foreign denominations translated into fewer U.S. dollars as evidenced by an increase in foreign currency translation loss for the three months ended March 31, 2026 as reflected in the above table. The volatility of the U.S. dollar as compared to the other currencies in which we operate could have a significant impact on our condensed consolidated financial position and results of operations including the amount of revenue that we report in future periods.
Common Stock
In October 2024, we established a program under which we may, from time to time, offer and sell on a spot or forward basis up to an aggregate of $2.0 billion of our common stock to or through sales agents in "at the market" transactions (the "2024 ATM Program"). The forward sale agreements provide three settlement alternatives to us: physical settlement, cash settlement or net share settlement. In accordance with ASC 815, the forward sale agreements are classified as equity for balance sheet purposes.
There was no forward sale activity during the three months ended March 31, 2026 and 2025 and there were no outstanding forward agreements as of March 31, 2026 and December 31, 2025 under the 2024 ATM Program.
We did not sell any shares on a spot basis under the 2024 ATM Program during the three months ended March 31, 2026. During the three months ended March 31, 2025, 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.
As of March 31, 2026, we had approximately $1.2 billion of common stock available for sale under the 2024 ATM Program.
Stock-Based Compensation
For the three months ended March 31, 2026, the Talent, Culture and Compensation Committee and/or the Stock Awards Committee of our Board of Directors, as the case may be, granted an aggregate of 767,481 restricted stock units ("RSUs") to certain employees, including executive officers. These equity awards are subject to vesting provisions and have a weighted-average grant date fair value of $952.72 per share and a weighted-average requisite service period of 3.65 years. The valuation of RSUs with only a service condition or a service and performance condition require no significant assumptions as the fair value for these types of equity awards is based solely on the fair value of our stock price on the date of grant. We use revenues and adjusted funds from operations ("AFFO") per share as the performance measurements in the RSUs with both service and performance conditions that were granted in the three months ended March 31, 2026.
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EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
We use a Monte Carlo simulation option-pricing model to determine the fair value of RSUs with a service and market condition. We used total shareholder return ("TSR") as the performance measurement in the RSUs with a service and market condition that were granted in the three months ended March 31, 2026. There were no significant changes in the assumptions used to determine the fair value of RSUs with a service and market condition that were granted in 2026 compared to the prior year.
The following table presents, by operating expense category, our stock-based compensation expense recognized in our condensed consolidated statements of operations (in millions):
  Three Months Ended
March 31,
  2026 2025
Cost of revenues $ 16  $ 14 
Sales and marketing 27  22 
General and administrative 85  77 
Total $ 128  $ 113 
Redeemable Non-controlling Interest
On April 3, 2023, we issued additional shares in our Indonesian operating entity to a third party investor for $25 million, which resulted in the third party investor owning a 25% interest in the entity.
Under the terms of the stockholders’ agreement, the investor may put its 25% ownership stake in the entity to us for a maximum exercise price of $25 million, subject to certain contingent conditions. Accordingly, we present the investor’s contingently redeemable non-controlling interest ("NCI") outside of permanent equity at the higher of its maximum redemption amount of $25 million and its balance after attribution of gains and losses in our condensed consolidated balance sheets. There were no changes in the carrying value of the redeemable NCI for the three months ended March 31, 2026.
11.    Related Party Transactions
We have lease arrangements and provide various services to our equity method investees through multiple agreements, including sales and marketing, development management, facilities management, asset management and procurement service agreements. These transactions are generally considered to have been negotiated at arm's length.
The following table presents the income and expenses from these arrangements with equity method investees in our condensed consolidated statements of operations (in millions):
Three Months Ended
March 31,
Nature of Transaction 2026 2025
Income (1)
$ 47  $ 68 
Expenses (2)
(1)Primarily consists of revenues related to service arrangements as described above and also includes interest income earned on the AMER 2 Loan during the three months ended March 31, 2026 and 2025 of $9 million and $7 million, respectively.
(2)Primarily consists of rent expenses for lease arrangements with equity method investees.
We have also sold certain data center facilities to our Joint Ventures and recognized gains or losses on asset sales as described in Note 4.
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EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table presents the assets and liabilities from related party transactions with the equity method investees in our condensed consolidated balance sheets (in millions):
Balance Sheet March 31, 2026 December 31, 2025
Accounts receivable, net $ 29  $ 35 
Other current assets (1)
345  58 
Property, plant and equipment, net (2)
292  306 
Operating lease right-of-use assets 31  32 
Other assets (3)
350  350 
Other current liabilities 21  17 
Finance lease liabilities 277  287 
Operating lease liabilities 28  29 
Other liabilities 77  24 
(1)The balance primarily relates to contract assets and other receivables.
(2)The balance relates to finance lease right-of-use assets. As of both March 31, 2026 and December 31, 2025, the weighted-average lease term for the finance leases was approximately ten years.
(3)The balance primarily relates to contract assets and the AMER 2 Loan receivable.
AMER 2 Loan
Concurrent with the closing of the AMER 2 Joint Venture, we entered into a loan agreement (the "AMER 2 Loan") with the AMER 2 Joint Venture, as a lender, with a maximum commitment of $392 million and a maturity date of April 10, 2028. We received an upfront fee of $4 million in connection with the origination of the loan, and earn interest at a contractual rate of 10% per annum on the drawn portion plus an unused commitment fee of 0.75% per annum on the undrawn portion, each payable quarterly. The term of the loan may be extended at the option of the borrower for one additional year, subject to an extension fee. The AMER 2 Loan is secured by the assets of the AMER 2 Joint Venture, including the SV12x data center site. The equity partners of the AMER 2 Joint Venture have provided limited guarantees in connection with the AMER 2 Loan, which require payments to the lender proportionately upon certain occurrences, such as a shortfall in capital necessary to complete construction or to make interest payments. Additionally, the equity partners may be liable for repayment of up to the entire debt balance upon the occurrence of certain adverse acts such as a non-permitted transfer of the SV12x data center site. The AMER 2 Loan was negotiated at arm's length. We have assessed the credit risk associated with the AMER 2 Loan to be low and the allowance for credit loss as of March 31, 2026 is insignificant. The maximum amount of credit loss we are exposed to is the outstanding principal, plus accrued interest and unused commitment fees. As of March 31, 2026, the total amount outstanding under the AMER 2 Loan, net of the unamortized upfront fee, was $328 million. Additional amounts may be drawn down by the borrower periodically as needed for the continuation of development and other working capital needs.
There have been no material changes in the nature or volume of transactions with other related parties since December 31, 2025. For further information on such transactions, refer to our Form 10-K as filed with the SEC on February 11, 2026.
12.    Segment Information
While we have one primary line of business, which is the design, build-out and operation of IBX data centers, we have determined that we have three reportable segments comprised of our Americas, EMEA and Asia-Pacific geographic regions. Each of our three reportable segments are managed by regional presidents and require unique strategies due to the varying microeconomic and macroeconomic conditions within each region. Our chief executive officer is our chief operating decision maker and evaluates performance, makes operating decisions and allocates resources primarily based on our revenues and adjusted EBITDA, both on a consolidated basis and for these three reportable segments. Intercompany transactions between segments are excluded for management reporting purposes. Revenues are attributed to countries based on the geographic location of the entity that enters into the contract.
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EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
We define adjusted EBITDA, our measure of segment profit or loss, 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. The accounting policies of the three segments are the same as those described in the summary of significant accounting policies, except that segment expenses exclude depreciation, amortization and accretion expense and stock-based compensation expense, consistent with the definition of adjusted EBITDA.
The following tables present segment information, including revenue information disaggregated by product lines and segment adjusted EBITDA, and a reconciliation to total consolidated income before income taxes (in millions):
Three Months Ended March 31, 2026
Americas EMEA Asia-Pacific Total
Colocation (1)
$ 731  $ 613  $ 386  $ 1,730 
Interconnection 251  106  89  446 
Managed infrastructure 57  41  17  115 
Other (1)
29  40 
Recurring revenues 1,046  789  496  2,331 
Non-recurring revenues 45  38  30  113 
Total revenues (2)
1,091  827  526  2,444 
Less:
Segment cost of revenues 303  307  155  765 
Other segment items (3)
272  96  66  434 
Segment adjusted EBITDA $ 516  $ 424  $ 305  $ 1,245 
Reconciliation to income before income taxes:
Depreciation, amortization and accretion expense $ (544)
Stock-based compensation expense (128)
Transaction costs (8)
Restructuring and other exit charges (6)
Impairment charges (2)
Gain (loss) on asset sales 20 
Interest income 41 
Interest expense (148)
Other income (expense)
Income before income taxes $ 471 
(1)Includes some leasing and hedging activities.
(2)Total revenues attributed to the U.S. were $935 million during the three months ended March 31, 2026. There was no other country from which we derived revenues that exceeded 10% of our total revenues and no single customer accounted for 10% or greater of our accounts receivable or revenues as at or for the three months ended March 31, 2026.
(3)Other segment items for each reportable segment are comprised of general and administrative and sales and marketing expenses, excluding stock-based compensation expense and depreciation, amortization and accretion expense.
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EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Three Months Ended March 31, 2025
Americas EMEA Asia-Pacific Total
Colocation (1)
$ 636  $ 567  $ 342  $ 1,545 
Interconnection 229  87  77  393 
Managed infrastructure 63  35  17  115 
Other (1)
27  34 
Recurring revenues 931  716  440  2,087 
Non-recurring revenues 70  27  41  138 
Total revenues (2)
1,001  743  481  2,225 
Less:
Segment cost of revenues 290  281  156  727 
Other segment items (3)
268  97  66  431 
Segment adjusted EBITDA $ 443  $ 365  $ 259  $ 1,067 
Reconciliation to income before income taxes:
Depreciation, amortization and accretion expense $ (480)
Stock-based compensation expense (113)
Transaction costs (6)
Restructuring and other exit charges (10)
Interest income 47 
Interest expense (122)
Other income (expense)
Income before income taxes $ 392 
(1)Includes some leasing and hedging activities.
(2)Total revenues attributed to the U.S. were $873 million during the three months ended March 31, 2025. There was no other country from which we derived revenues that exceeded 10% of our total revenues and no single customer accounted for 10% or greater of our accounts receivable or revenues as at or for the three months ended March 31, 2025.
(3)Other segment items for each reportable segment are comprised of general and administrative and sales and marketing expenses, excluding stock-based compensation expense and depreciation, amortization and accretion expense.
 We provide the following additional segment disclosures for the three months ended March 31, 2026 and 2025 (in millions):
  Three Months Ended
March 31,
  2026 2025
Depreciation and amortization:
Americas $ 287  $ 269 
EMEA 149  123 
Asia-Pacific 105  87 
Total $ 541  $ 479 
Capital expenditures:
Americas $ 705  $ 501 
EMEA 329  171 
Asia-Pacific 222  78 
Total $ 1,256  $ 750 
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EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Our long-lived assets, including property, plant and equipment, net and operating lease right-of-use assets, were located in the following geographic regions (in millions):
Property, plant and equipment, net Operating lease right-of-use assets
March 31,
2026
December 31, 2025 March 31,
2026
December 31, 2025
Americas $ 11,185  $ 10,840  $ 327  $ 340 
EMEA 8,437  8,314  433  449 
Asia-Pacific 4,547  4,430  585  603 
Total $ 24,169  $ 23,584  $ 1,345  $ 1,392 
13.    Subsequent Events
Declaration of dividends
On April 29, 2026, we declared a quarterly cash dividend of $5.16 per share, which is payable on June 17, 2026 to our common stockholders of record as of the close of business on May 20, 2026.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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" below and "Risk Factors" in Item 1A of Part II of this Quarterly Report on Form 10-Q. All forward-looking statements in this document are based on information available to us as of the date of this Report and we assume no obligation to update any such forward-looking statements.
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
Overview Graphic.jpg
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 artificial intelligence (“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 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 xScaleTM data center investments, have expanded our total global footprint to 281 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
35

•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.
Competitive Landscape
While a large number of enterprises and service providers, such as hyperscale cloud service providers, own their own data centers, we believe enterprises are shifting away from single-tenant solutions toward those that enable customers to outsource some or all of their IT infrastructure and interconnection requirements to third-party facilities, such as those operated by Equinix. This shift is being accelerated by the proliferation of hybrid multi-cloud architectures and the adoption of AI.
Historically, the outsourcing market was served by large telecommunications carriers that bundled their products and services with their colocation offerings. The data center market landscape has since evolved to include private and carrier-neutral multi-tenant data centers ("MTDC"), public and private cloud providers, managed infrastructure and application hosting providers, large hyperscale cloud providers and systems integrators. As a result, the global MTDC market is large and remains highly fragmented—with significant long-term growth opportunities for providers that can bundle various colocation, interconnection and network offerings, outsourced IT infrastructure solutions and managed services.
Equinix has a highly differentiated offering in this large and growing market. Our global platform reaches 36 countries and connects the industry’s largest and most active ecosystem of partners across our sites, including access to a leading share of cloud on-ramps and an increasingly diverse ecosystem of networks and cloud and IT service providers. This ecosystem creates a network effect that improves performance and lowers the cost for our customers, enabling them to innovate and fast-track digital transformation. This is a significant source of competitive advantage for Equinix—particularly as AI and cloud innovations fuel workload demands for hyperscale infrastructure and optimization across enterprises. Our scalable, neutral, global platform offers one-of-a-kind solutions to the most pressing digital challenges customers face. Our platform enables customers to bring together physical and programmable technologies like compute, storage, network, AI and applications to build the foundation for their company's digital success.
Annualized Gross Bookings
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 three months ended March 31, 2026, we had total Annualized Gross Bookings of $378 million, up 9% from three months ended March 31, 2025. This growth reflects an increase in customer demand and in our ability to capture that demand across our global platform.
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 March 31, 2026 and 2025, 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.
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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
Recurring Revenues Graphic.jpg
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 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 2% of our recurring revenues for the three months ended March 31, 2026 and 3% for the three months ended March 31, 2025. Our 50 largest customers accounted for approximately 36% of our recurring revenues for both the three months ended March 31, 2026 and 2025.
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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 are 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 including those caused by geopolitical activities, 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 March 31, 2026, 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 South Korea) 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 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.
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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 March 18, 2026, we paid a quarterly cash dividend of $5.16 per share. On April 29, 2026, we declared a quarterly cash dividend of $5.16 per share, payable on June 17, 2026, to our common stockholders of record as of the close of business on May 20, 2026. We expect all of our 2026 quarterly distributions and other applicable distributions to equal or exceed our REIT taxable income to be recognized in 2026.
2026 Highlights
•In January, we sold the assets and liabilities relating to the Hampton data center campus ("Hampton Campus"), which were included within our Americas region, to the AMER 3 Joint Venture for total consideration of $459 million. See Note 4 within the condensed consolidated financial statements.
•In February, we entered into an equity commitment letter with a subsidiary of Canadian Pension Plan Investment Board to contribute up to $963 million in exchange for approximately 40% ownership of the subsidiary, in connection with the subsidiary's planned acquisition of atNorth, a Nordic high-density colocation and built-to-suit data center provider. Our contribution is subject to customary closing conditions, including regulatory approvals, for the joint purchase of atNorth. See Note 9 within the condensed consolidated financial statements.
•In March, we issued $1.5 billion of senior notes due between 2031 and 2033. The issuances were denominated in U.S. dollars. See Note 8 within the condensed consolidated financial statements.
Results of Operations
In order to provide a framework for assessing our performance excluding the impact of foreign currency fluctuations, we supplement the year-over-year actual change in results of operations with comparative changes on a constant currency basis. Presenting constant currency results of operations is a non-GAAP financial measure. See “Non-GAAP Financial Measures” below for further discussion.
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Three Months Ended March 31, 2026 and 2025
Revenues. Our revenues for the three months ended March 31, 2026 and 2025 were generated from the following revenue classifications and geographic regions ($ in millions):
  Three Months Ended March 31, $ Change % Change
  2026 % 2025 % Actual Actual
 Constant
Currency (1)
Americas:
Recurring revenues $ 1,046  43  % $ 931  42  % $ 115  12  % 11  %
Non-recurring revenues 45  % 70  % (25) (36) % (36) %
1,091  45  % 1,001  45  % $ 90  % %
EMEA:
Recurring revenues 789  32  % 716  32  % 73  10  % %
Non-recurring revenues 38  % 27  % 11  41  % 24  %
827  34  % 743  33  % $ 84  11  % %
Asia-Pacific:
Recurring revenues 496  20  % 440  20  % 56  13  % %
Non-recurring revenues 30  % 41  % (11) (27) % (28) %
526  21  % 481  22  % $ 45  % %
Total:
Recurring revenues 2,331  95  % 2,087  94  % 244  12  % %
Non-recurring revenues 113  % 138  % (25) (18) % (22) %
$ 2,444  100  % $ 2,225  100  % $ 219  10  % %
(1)As defined in the "Non-GAAP Financial Measures" section in Item 2 of this Quarterly Report on Form 10-Q.
Revenues
(in millions)
286287288
Image5.jpg
Americas Revenues. During the three months ended March 31, 2026, Americas revenues increased by $90 million or 9% (8% on a constant currency basis). Growth in Americas revenues was primarily due to:
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•approximately $52 million of incremental revenues generated from IBX data center expansion projects which were completed within the twelve months ended March 31, 2026; and
•an increase in orders from both our existing customers and new customers during the period, driven by the realization of strong bookings.
The increase was partially offset by a decrease of $16 million in revenues from non-recurring services provided to our joint ventures.
EMEA Revenues. During the three months ended March 31, 2026, EMEA revenues increased by $84 million or 11% (6% on a constant currency basis). Growth in EMEA revenues was primarily due to:
•approximately $24 million of incremental revenues generated from IBX data center expansion projects which were completed within the twelve months ended March 31, 2026; and
•an increase in orders from both our existing customers and new customers during the period, driven by the realization of strong bookings.
Asia-Pacific Revenues. During the three months ended March 31, 2026, Asia-Pacific revenues increased by $45 million or 9% (6% on a constant currency basis). Growth in Asia-Pacific revenues was primarily due to:
•approximately $10 million of incremental revenues generated from IBX data center expansion projects which were completed within the twelve months ended March 31, 2026; and
•an increase in orders from both our existing customers and new customers during the period, driven by the realization of strong bookings.
Cost of Revenues. Our cost of revenues for the three months ended March 31, 2026 and 2025 by geographic regions was as follows ($ in millions):
  Three Months Ended March 31, $ Change % Change
  2026 % 2025 % Actual Actual Constant
Currency
Americas $ 483  41  % $ 451  42  % $ 32  % %
EMEA 444  37  % 393  36  % 51  13  % %
Asia-Pacific 259  22  % 240  22  % 19  % %
Total $ 1,186  100  % $ 1,084  100  % $ 102  % %
Cost of Revenues
($ in millions; percentages indicate expenses as a percentage of revenues)
203520362037
Americas Cost of Revenues. During the three months ended March 31, 2026, Americas cost of revenues increased by $32 million or 7% (5% on a constant currency basis). The increase in our Americas cost of revenues was primarily due to:
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•$19 million of higher depreciation expense driven by IBX data center expansions;
•$12 million of higher utilities expense, primarily driven by higher usage; and
•$10 million of higher compensation cost.
The remainder of the increase was driven by higher property tax and consulting expense, offset by lower costs to provide non-recurring services.
EMEA Cost of Revenues. During the three months ended March 31, 2026, EMEA cost of revenues increased by $51 million or 13% (6% on a constant currency basis). The increase in our EMEA cost of revenues was primarily due to:
•$20 million of higher depreciation expense driven by IBX data center expansions; and
•$12 million of higher compensation costs.
The remainder of the increase was driven by higher costs across various categories including utilities expense and repairs and maintenance.
Asia-Pacific Cost of Revenues. During the three months ended March 31, 2026, Asia-Pacific cost of revenues increased by $19 million or 8% (5% on a constant currency basis). The increase in our Asia-Pacific cost of revenues was primarily due to:
•$17 million of higher depreciation expense driven by IBX data center expansions; and
•$8 million of higher utilities expense, primarily driven by higher usage.
The increase was offset by lower costs to provide non-recurring services.
We expect cost of revenues to increase across all three regions in line with the growth of our business.
Sales and Marketing Expenses. Our sales and marketing expenses for the three months ended March 31, 2026 and 2025 by geographic regions were as follows ($ in millions):
  Three Months Ended March 31, $ Change % Change
  2026 % 2025 % Actual Actual Constant
Currency
Americas $ 159  66  % $ 153  67  % $ % %
EMEA 53  22  % 51  22  % % (1) %
Asia-Pacific 29  12  % 25  11  % 16  % 12  %
Total $ 241  100  % $ 229  100  % $ 12  % %
Sales and Marketing Expenses
($ in millions; percentages indicate expenses as a percentage of revenues)
374437453746
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Americas Sales and Marketing Expenses. Our Americas sales and marketing expense did not materially change during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
EMEA Sales and Marketing Expenses. Our EMEA sales and marketing expense did not materially change during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Asia-Pacific Sales and Marketing Expenses. Our Asia-Pacific sales and marketing expense did not materially change during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
We anticipate that we will continue to invest in sales and marketing initiatives to support 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 three months ended March 31, 2026 and 2025 by geographic regions were as follows ($ in millions):
  Three Months Ended March 31, $ Change % Change
  2026 % 2025 % Actual Actual Constant
Currency
Americas $ 306  69  % $ 300  69  % $ % %
EMEA 82  18  % 80  18  % % (2) %
Asia-Pacific 56  13  % 58  13  % (2) (3) % (6) %
Total $ 444  100  % $ 438  100  % $ % (1) %
General and Administrative Expenses
($ in millions; percentages indicate expenses as a percentage of revenues)
490749084909
Americas General and Administrative Expenses. Our Americas general and administrative expenses did not materially change during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
EMEA General and Administrative Expenses. Our EMEA general and administrative expenses did not materially change during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Asia-Pacific General and Administrative Expenses. Our Asia-Pacific general and administrative expenses did not materially change during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
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Going forward, although we are carefully monitoring our spending, we will 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 continue to be higher than those of other regions.
Restructuring and Other Exit Charges. During the three months ended March 31, 2026 and 2025, we recorded restructuring and other exit charges of $6 million and $10 million, respectively, primarily related to severance and other employee costs.
Transaction Costs. During the three months ended March 31, 2026 and 2025, we recorded transaction costs totaling $8 million and $6 million, respectively. These transaction costs were incurred in connection with evaluating and completing acquisitions and the formation of joint ventures. See Note 4 within the condensed consolidated financial statements.
Impairment Charges. We did not record a significant amount of impairment charges during the three months ended March 31, 2026 and 2025.
Gain or Loss on Asset Sales. During the three months ended March 31, 2026, we recorded a net gain on asset sales of $20 million, primarily related to the sale of the Hampton Campus to the AMER 3 Joint Venture. During the three months ended March 31, 2025, we did not record a significant amount of gain or loss on asset sales. See Note 4 within the condensed consolidated financial statements.
Income from Operations. Our income from operations increased by $119 million or 26% during the three months ended March 31, 2026 as compared to the same period in 2025. This increase is driven by the factors described above.
Interest Income. During the three months ended March 31, 2026 and 2025, we recorded interest income of $41 million and $47 million, respectively, primarily related to interest income earned on cash, cash equivalents and short-term investments as well as on the AMER 2 Loan further described in Note 11 within the condensed consolidated financial statements.
Interest Expense. Interest expense increased to $148 million for the three months ended March 31, 2026 from $122 million for the three months ended March 31, 2025. The increase was primarily due to the issuance of senior notes in 2026 and 2025.
During the three months ended March 31, 2026 and 2025, we capitalized $32 million and $11 million, respectively, of interest expense to construction in progress. See Note 8 within the condensed consolidated financial statements.
Other Income or Expense. We did not record a significant amount of other income or expense during the three months ended March 31, 2026 and 2025. See Note 4 within the condensed consolidated financial statements.
Gain or Loss on Debt Extinguishment. We did not record a significant amount of gain or loss on debt extinguishment during the three months ended March 31, 2026 and 2025.
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 ending December 31, 2026 and 2025, respectively. As such, other than certain state income taxes and foreign income and withholding taxes, no provision for income taxes has been included for our REIT and QRSs in the condensed consolidated financial statements for the three months ended March 31, 2026 and 2025.
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 three months ended March 31, 2026 and 2025.
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For the three months ended March 31, 2026 and 2025, we recorded $56 million and $49 million of income tax expense, respectively. Our effective tax rates were 11.9% and 12.5% for the three months ended March 31, 2026 and 2025, respectively.
Net Income. Our net income increased by $72 million or 21% in the three months ended March 31, 2026 as compared to the same period in 2025. This increase is driven by the factors described above.
Adjusted EBITDA. We define adjusted EBITDA as net income excluding income tax expense, interest income, interest expense, other income or expense, gain or loss on debt extinguishment, depreciation, amortization, accretion, stock-based compensation expense, restructuring and other exit charges, impairment charges, transaction costs, and gain or loss on asset sales. See "Non-GAAP Financial Measures" below for more information about adjusted EBITDA and a reconciliation of adjusted EBITDA to net income. Our adjusted EBITDA for the three months ended March 31, 2026 and 2025 by geographic regions was as follows ($ in millions):
  Three Months Ended March 31, $ Change % Change
  2026 % 2025 % Actual Actual Constant
Currency
Americas $ 516  42  % $ 443  42  % $ 73  16  % 15  %
EMEA 424  34  % 365  34  % 59  16  % 10  %
Asia-Pacific 305  24  % 259  24  % 46  18  % 14  %
Total $ 1,245  100  % $ 1,067  100  % $ 178  17  % 13  %
Americas Adjusted EBITDA. During the three months ended March 31, 2026, Americas adjusted EBITDA increased by $73 million or 16% (15% on a constant currency basis), primarily due to higher revenues, as described above, supported by disciplined operating expense management.
EMEA Adjusted EBITDA. During the three months ended March 31, 2026, EMEA adjusted EBITDA increased by $59 million or 16% (10% on a constant currency basis), primarily due to higher revenues, as described above, supported by disciplined operating expense management.
Asia-Pacific Adjusted EBITDA. During the three months ended March 31, 2026, Asia-Pacific adjusted EBITDA increased by $46 million or 18% (14% on a constant currency basis), primarily due to higher revenues, as described above, supported by disciplined operating expense management.
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.
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.
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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
The following table presents a reconciliation of Adjusted EBITDA to net income (in millions):
Three Months Ended
March 31,
  2026 2025
Net income $ 415  $ 343 
Income tax expense 56  49 
Interest income (41) (47)
Interest expense 148  122 
Other (income) expense (1) (9)
Depreciation, amortization, and accretion expense 544  480 
Stock-based compensation expense 128  113 
Restructuring and other exit charges 10 
Impairment charges — 
Transaction costs
(Gain) loss on asset sales (20) — 
Adjusted EBITDA $ 1,245  $ 1,067 
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:
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•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
•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):
Three Months Ended
March 31,
  2026 2025
Net income $ 415  $ 343 
Net (income) loss attributable to non-controlling interests —  — 
Net income attributable to common stockholders 415  343 
Adjustments:
Real estate depreciation 351  297 
(Gain) loss on disposition of real estate assets (20) — 
Adjustments for FFO from unconsolidated joint ventures 12 
FFO attributable to common stockholders $ 758  $ 647 
 
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  Three Months Ended
March 31,
  2026 2025
FFO attributable to common stockholders $ 758  $ 647 
Adjustments:
Installation revenue adjustment
Straight-line rent expense adjustment
Contract cost adjustment (15) (7)
Amortization of deferred financing costs and debt discounts
Stock-based compensation expense 128  113 
Non-real estate depreciation expense 138  134 
(Gain) loss on disposition of non-real estate assets — 
Amortization expense 52  48 
Accretion expense adjustment
Recurring capital expenditures (32) (26)
Restructuring and other exit charges 10 
Transaction costs
Impairment charges — 
Income tax expense adjustment — 
Adjustments for AFFO from unconsolidated joint ventures (2)
AFFO attributable to common stockholders $ 1,065  $ 947 
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 three months ended March 31, 2026 as compared to the same period in 2025, 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. There were no significant impacts from currencies that the U.S. dollar was comparably stronger to during the three months ended March 31, 2026 as compared to the same period in 2025. In order to provide a 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 three months ended March 31, 2025 are used as exchange rates for the three months ended March 31, 2026 when comparing the three months ended March 31, 2026 with the three months ended March 31, 2025).
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 March 31, 2026, our principal sources of liquidity were $3.1 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 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.
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As of March 31, 2026, 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 and 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 expenditure 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
Our net cash provided by (used in) operating, investing and financing activities for the three months ended March 31, 2026 and 2025 were as follows (in millions):
  Three Months Ended March 31,
  2026 2025 Change
Net cash provided by operating activities $ 717  $ 809  $ (92)
Net cash used in investing activities (1,459) (964) (495)
Net cash provided by financing activities 349  15  334 
Operating Activities
Net 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 decreased by $92 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily driven by increases in cash paid for costs and operating expenses, partially offset by improved results of operations.
Investing Activities
Net cash used in investing activities increased by $495 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to:
•$594 million increase in purchases of short-term investments;
•$506 million increase in capital expenditures;
•$106 million increase in real estate acquisitions; and
•$103 million increase in purchases of equity investments.
This increase was partially offset by:
•$595 million increase in maturities of short-term investments; and
•$258 million increase in proceeds from the sale of assets.
Financing Activities
Net cash provided by financing activities increased by $334 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily driven by a $1.1 billion increase in proceeds from senior notes, net of debt discounts.
This increase was partially offset by:
•$674 million repayment of other debt; and
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•$99 million decrease in proceeds from the sale of shares under the 2024 ATM Program.
Material Cash Commitments
As of March 31, 2026, our principal commitments were primarily comprised of:
•approximately $19.8 billion of principal from our senior notes (gross of debt issuance costs and debt discounts);
•approximately $4.5 billion of interest on senior notes, mortgage payable, other loans payable 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;
•$29 million of principal from our mortgage payable, other loans payable and term loans (gross of debt issuance costs and debt discounts);
•approximately $5.2 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 $5.5 billion of unaccrued capital expenditure contractual commitments, primarily for IBX 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 $2.2 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 the remainder of 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 7 and 8, respectively, within the condensed 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" footnote within the condensed consolidated financial statements.
Additionally, we entered into lease agreements with various landlords primarily for data center spaces and ground leases which have not yet commenced as of March 31, 2026. For additional information, see “Maturities of Lease Liabilities” in Note 7 within the condensed consolidated financial statements.
Critical Accounting Estimates
Our condensed consolidated financial statements and accompanying notes 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 at the date of the financial statements 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 condensed consolidated financial statements are presented fairly and in accordance with U.S. GAAP. Management bases its assumptions, estimates and judgments on historical experience, current trends and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. 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. Critical accounting policies for Equinix that affect our more significant judgment and estimates used in the preparation of our condensed consolidated financial statements include accounting for income taxes, accounting for business combinations, accounting for impairment of goodwill and other intangibles assets, accounting for property, plant and equipment and accounting for leases, which are discussed in more detail under the caption "Critical Accounting Estimates" in Management's Discussion and Analysis of Financial Condition and Results of Operations, set forth in Part II Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2025.
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Recent Accounting Pronouncements
See Note 1 of Notes to Condensed Consolidated Financial Statements in Part I Item 1 of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market Risk
We may be exposed to market risks related to changes in foreign currency exchange rates and interest rates. There have been no significant changes to our risk exposure management or procedures in relation to these risks during the three months ended March 31, 2026 as compared to the respective risk exposures and procedures disclosed in Quantitative and Qualitative Disclosures About Market Risk, set forth in Part II Item 7A, of our Annual Report on Form 10-K for the year ended December 31, 2025.
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.
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 condensed consolidated statements of operations.
We have entered into various foreign currency debt obligations as described in Note 8 within the condensed consolidated financial statements. Our foreign currency debt obligations that would otherwise remeasure through earnings 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 condensed consolidated balance sheets. As a result, we do not have a significant exposure to future losses in earnings resulting from our cross-currency interest rate swaps. Further information about our use of foreign currency derivative instruments is described in Note 5 within the condensed 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 three months ended March 31, 2026. This has impacted our condensed 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 for the three months ended March 31, 2026 would have resulted in a reduction of our revenues and a reduction of our operating expenses including depreciation and amortization expense by approximately $79 million and $69 million, respectively.
With the existing cash flow hedges in place, a hypothetical 10% weakening of the U.S. dollar for the three months ended March 31, 2026 would have resulted in an increase of our revenues and an increase of our operating expenses including depreciation and amortization expense by approximately $93 million and $83 million, respectively.
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 March 31, 2026 would not have a material impact on our interest expense due to the fixed coupon rate on the majority of our debt obligations.
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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.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the effectiveness of our "disclosure controls and procedures" as of the end of the period covered by this quarterly report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
(b) 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 three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
(c) 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.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The information set forth under “Note 9 — Commitments and Contingencies — Contingent Liabilities” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.
Item 1A. Risk Factors
In addition to the other information contained in this report, the following risk factors should be considered carefully in evaluating our business. Additional risks which we do not presently consider material, or of which we are not currently aware, may also have an adverse impact on us. These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect our business and securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether such factors have occurred in the past or their likelihood of occurring in the future. The information discussed below is at the time of this filing. This section contains forward-looking statements.
Risk Factors
Risks Related to the Macro Environment
Geopolitical events and political tensions contribute to an already complex landscape, and could have a negative effect on our global business operations.
Our global footprint exposes us to various geopolitical risks in the markets in which we operate. Current geopolitical events, including trade tensions between the U.S. and other countries, the war between Russia and Ukraine, the war in Iran and ongoing conflicts in the Middle East, could negatively affect our global operations, and the future impact of these events remains unpredictable. We have operations and business relationships in the Middle East, and escalation of hostilities involving Iran, Israel, and the U.S. or regional proxy groups could adversely affect regional stability, threaten U.S. technology and defense companies with critical infrastructure such as data centers, impair access to ports and transportation routes, increase fuel, energy, freight, insurance, and security costs, and delay or prevent access to data centers. Recent disruptions in and around the Strait of Hormuz have demonstrated potential for armed conflict or related governmental actions to materially interfere with commercial shipping and global trade. In addition, expanded sanctions, export controls, customs restrictions, currency instability, or other governmental measures affecting the region could impair our ability to conduct business, collect receivables, perform under contracts, or repatriate funds. Any such events could also reduce customer demand, delay projects, expose us to contractual disputes, and adversely affect our business, financial condition, and results of operation.
In addition, uncertainty surrounding the legality, enforceability, and interpretation of U.S. and international laws, executive actions, regulatory frameworks, and enforcement priorities could result in compliance challenges, significant penalties, operational restrictions, reputational harm, or adverse effects on our business and results of operations. Periodic risks of a U.S. government shutdown could further disrupt economic conditions. Moreover, actual or proposed U.S. tariffs and potential counter tariffs may increase costs and disrupt our supply chain, with their scope and duration dependent on evolving negotiations and exemptions, making their impact difficult to predict. Our inability to effectively manage these developments could have a material adverse effect on our business, financial condition, results of operations, and the price of our common stock.
The current uncertain economic environment, including challenges related to power and supply chains, could impact our business and the businesses of our customers.
We are experiencing an increase in our costs to procure power and supply chain issues globally. Rising prices for materials related to our IBX data center construction and our data center offerings, energy and gas prices, as well as rising wages and benefits costs negatively impact our business by increasing our operating costs. Further, as a result of the increase in demand for AI infrastructure, we are anticipating chip shortages relative to those experienced in the market in prior years. This shortage could impact our customers and delay or deter customer server deployments within our IBX data centers. These shortages could also impact our own network rooms and certain products which rely on integration with these chips. Price increases for the chips could be significant and could have a material impact on our business or the business of our customers.
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The adverse economic conditions we are currently experiencing, including the impact of increased tariffs and inflation, may also impact our customers and cause a decrease in sales as some customers may initiate cost cutting measures or scale back their operations. This could result in churn in our customer base, reductions in revenues from our offerings, adverse effects to our days of sales outstanding in accounts receivable ("DSO"), longer sales cycles, slower adoption of new technologies and increased price competition, which could adversely affect our liquidity. Customers, vendors and/or partners filing for bankruptcy could also lead to costly and time-intensive actions with adverse effects, including greater difficulty or delay in accounts receivable collection. The uncertain economic environment could also have an impact on our foreign exchange forward contracts if our counterparties' credit deteriorates or if they are otherwise unable to perform their obligations.
Our efforts to mitigate the risks associated with these adverse conditions may not be successful and our business and growth could be adversely affected.
Our business could be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints.
Any power outages, shortages, capacity constraints, limits on access or significant increases in the cost of power may have an adverse effect on our business and our results of operations.
In each of our markets, we contract with and rely on third parties, third party infrastructure, governments, and global suppliers to provide a sufficient amount of power to maintain our IBX data centers and meet the needs of our current and future customers. In certain instances, we have experienced difficulties in securing the energy supply we have contracted for or that we need for our expansion plans. In certain markets, there are specific requirements to cover our operations with power procured from renewable energy resources and the availability of such alternative energy resources may be limited. Any such limitations may have a negative impact on a given IBX data center and may limit our ability to grow our business which could negatively affect our financial performance and results of operations. Furthermore, the inability to supply customers with their contracted power for any reason could harm customer and/or joint venture relationships as well as cause reputational harm.
Each new facility requires access to significant quantities of electricity. Limitations on generation, transmission and distribution may limit our ability to obtain sufficient power capacity for potential expansion sites in new or existing markets. Utility companies and other third-party power providers may impose onerous operating conditions to any agreement to provision power or we may experience significant delays, unfavorable contractual terms, new industry regulations and substantial increased costs to obtain the level of electrical service required by our current or future IBX data center designs. In certain cases, we must commit to power purchases before an IBX center is fully operational, increasing fixed costs and the risk that these costs cannot be passed on to customers. Our ability to find reliable partners and appropriate sites for expansion may also be limited by access to power, especially as we design our data centers to the specifications of new and evolving technologies, such as AI, which are more power-intensive, and further prepare to serve the power demands we expect in the future.
Our IBX data centers are affected by problems accessing electricity sources, such as planned or unplanned power outages and limitations on transmission or distribution of power. Unplanned power outages, including, but not limited to those relating to natural disasters, cyber-attacks, physical attacks on utility infrastructure, war, and any failures of electrical power grids or internal systems, and planned power outages by public utilities, could harm our customers and our business. Remote non-IBX data center employees could be subjected to power outages at home which could be difficult to track and could affect their day-to-day operations. Our international operations in emerging markets, expose us to some supply insecurity associated with technical, regulatory and reliability problems, as well as transmission constraints. In some of our IBX data centers in leased buildings we lack control over onsite infrastructure, including generators and fuel tanks. As a result, in the event of a power outage, we could be dependent upon third-party landlords and utility companies for power restoration. While we utilize backup generators and fuel contracts, these measures may not always prevent downtime or solve for long-term or large-scale outages. We have experienced outages in the past for various reasons and could experience outages in the future. Any outage or supply disruption could adversely affect our business, customer experience and revenues.
We are currently experiencing inflation and volatility pressures in the energy market globally. Various macroeconomic factors are contributing to the instability and global power shortage including inadequate power generation and transmission to meet market demand in certain locations, severe weather events, governmental regulations, government relations and inflation. While we have aimed to minimize our risk, via hedging, conservation, and other efficiencies, we expect the cost for power to continue to be volatile and unpredictable and subject to inflationary pressures.
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We believe we have made appropriate estimates for these costs in our forecasting, but the current unpredictable energy market could materially affect our ability to expand our business, our financial forecasting, results of operations and financial condition.
Risks Related to our Operations
Any failure of our physical infrastructure or negative impact on our ability to meet our obligations to our customers, or damage to customer infrastructure within our IBX data centers, could lead to significant costs and disruptions that could reduce our revenue and harm our business reputation and financial condition.
Our business depends on providing customers with highly reliable solutions. We must safeguard our customers' infrastructure and equipment located in our IBX data centers and ensure our IBX data centers and non-IBX business operations remain operational at all times. We rely on landlords for basic maintenance of our leased IBX data centers and office buildings and, in some cases, the landlord is responsible for the infrastructure that runs the building such as power connections, UPSs and backup power generators. If such landlord has not maintained a leased property sufficiently, we may be forced into an early exit from the center which could be disruptive to our business. Furthermore, we continue to acquire IBX data centers not built by us and we may be required to incur substantial additional costs to repair or upgrade the IBX data centers. Newly acquired data centers also may not have the same power infrastructure and design in place as our own IBX data centers. These legacy designs could require upgrades in order to meet our standards and our customers’ expectations. Until the legacy systems are brought up to our standards, customers in these IBX data centers could be exposed to higher risks of unexpected power outages. We have experienced power outages because of these legacy design issues in the past and we could experience them in the future.
Problems at one or more of our IBX data centers or corporate offices, whether or not within our control, could result in service interruptions or significant infrastructure or equipment damage. These could result from numerous factors, including but not limited to:
•human error;
•equipment failure;
•physical, electronic and cybersecurity breaches;
•fire, earthquake, hurricane, flood, tornado and other natural disasters;
•extreme temperatures;
•water damage;
•fiber failures, subsea cable damage and other network damage/interruptions;
•software updates;
•power loss;
•terrorist acts;
•sabotage and vandalism;
•insider threat;
•global pandemics;
•inability of our operations employees to access our IBX data centers for any reason; and
•failure of business partners who provide our resale products.
We have service level commitment obligations to most customers. As a result, service interruptions or significant equipment damage in our IBX data centers could result in difficulty maintaining service level commitments to these customers and potential claims related to such failures. Because our IBX data centers are critical to many of our customers' businesses, service interruptions or significant equipment damage in our IBX data centers could also result in lost profits or other indirect or consequential damages to our customers. We cannot guarantee that a court would enforce any contractual limitations on our liability in the event that one of our customers brings a lawsuit against us as a result of a problem at one of our IBX data centers and we have in the past and may decide in the future to reach settlements with affected customers irrespective of any such contractual limitations. Any such settlement may result in a reduction of revenue under U.S. generally accepted accounting principles ("GAAP"). In addition, any loss of service, equipment damage or inability to meet our service level commitment obligations could reduce the confidence of our customers and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenues and our results of operations.
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Furthermore, we are dependent upon internet service providers, telecommunications carriers and other website operators in the Americas, Asia-Pacific and EMEA regions and elsewhere, some of which have experienced significant system failures and electrical outages in the past. We also rely on a number of third-party software providers in order to deliver our offerings and operate our business. Our customers may in the future experience difficulties due to system failures unrelated to our systems and offerings. If, for any reason, these suppliers fail to provide the required services, our business, financial condition and results of operations could be materially and adversely impacted.
Our IBX data center employees are critical to our ability to maintain our business operations and reach our service level commitments. Although we have redundancies built into our workforce, if our IBX employees are unable to access our IBX data centers for any reason, we could experience operational issues at the affected site. Pandemics, weather and climate related crises or any other social, political, or economic disruption in the U.S. or abroad could prevent sufficient staffing at our IBX data centers, or at our corporate offices, and have a material adverse impact on our operations.
Terrorist activity, or other acts of violence, including violence stemming from war or 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 concerns around threats to U.S. technology and defense companies with critical infrastructure such as data centers, 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 experienced cybersecurity incidents in the past and may be vulnerable to future security breaches, which could disrupt our operations and have a material adverse effect on our business, results of operation and financial condition.
Despite our efforts to protect against cyber-attacks, we are not fully insulated from such threats. We have experienced cybersecurity attacks and security incidents to varying degrees, and in some cases, threat actors have gained unauthorized access to our systems and data. While previous incidents have been resolved, and their impacts have been immaterial, we expect we will continue to face risks associated with unauthorized access to our computer systems, loss or destruction of data, computer viruses, ransomware, malware, distributed denial-of-service attacks or other malicious activities, and the impact of such events in the future may be material. A cyber attack may originate from either an external actor or an insider threat within the organization. In the course of our business, we utilize vendors and other partners who are also sources of cyber risks to us. In addition, our hybrid working model, that includes both work from home and in office working environments, could expose us to additional security risks.
We offer professional solutions to our customers where we consult on data center solutions and assist with implementations. We also offer managed services in certain locations where we manage the data center infrastructure for our customers. The access to our clients' networks and data, which is gained from these solutions, creates some risk that our clients' networks or data could be improperly accessed. We may also design our clients' cloud storage systems in such a way that exposes our clients to increased risk of data breach. If we are held responsible for any such breach, it could result in a significant loss to us, including damage to our client relationships, harm to our brand and reputation, and legal liability.
As techniques used to breach security change frequently and are generally not recognized until launched against a target, we may not be able to promptly detect that a cyber breach has occurred, or implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented. Recent developments in the cyber threat landscape include use of AI and machine learning, as well as an increased number of cyber extortion and ransomware attacks, with the potential for higher financial ransom demand amounts and increasing sophistication and variety of ransomware techniques and methodology. Further, any adoption of AI by us or by third parties may pose new security challenges. A party who is able to compromise the security measures on our networks or the security of our infrastructure could misappropriate the proprietary or sensitive information of Equinix, our customers, including government customers, or the personal information of our employees, or cause interruptions or malfunctions in our operations or our customers' operations.
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As we provide assurances to our customers that we provide a high level of security, such a compromise could be particularly harmful to our brand and reputation. We also may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by cyber breaches in our physical or virtual security systems. Any breaches that may occur in the future could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, damage relating to loss of proprietary information, harm to our reputation and increases in our security costs, which could have a material adverse effect on our financial performance and results of operations. The international cybersecurity regulatory landscape continues to evolve and compliance with the proposed reporting requirements could further complicate our ability to resolve cyber-attacks. We maintain insurance coverage for cyber risks, but such coverage may be unavailable or insufficient to cover our losses.
We are currently making significant investments in our back-office information technology systems and processes. Difficulties from or disruptions to these efforts may interrupt our normal operations and adversely affect our business and results of operations.
We have been investing heavily in our back-office information technology systems and processes for a number of years and expect such investment to continue for the foreseeable future in support of our pursuit of global, scalable solutions across all geographies and functions that we operate in. These continuing investments include ongoing improvements to the customer experience from initial quote to customer billing and our revenue recognition process; integration of recently acquired operations onto our various information technology systems; and implementation of new tools and technologies to either further streamline and automate processes, or to support our compliance with evolving U.S. GAAP and international accounting standards. As a result of our continued work on these projects, we may experience difficulties with our systems, management distraction and significant business disruptions. For example, difficulties with our systems may interrupt our ability to accept and deliver customer orders and may adversely impact our overall financial operations, including our accounts payable, accounts receivables, general ledger, fixed assets, revenue recognition, close processes, internal financial controls and our ability to otherwise run and track our business. We may need to expend significant attention, time and resources to correct problems or find alternative sources for performing these functions. Changes to our financial systems also create an increased risk of deficiencies in our internal controls over financial reporting until such systems are stabilized. Such significant investments in our back-office systems may take longer to complete and cost more than originally planned. In addition, we may not realize the full benefits we hoped to achieve and there is a risk of an impairment charge if we decide that portions of these projects will not ultimately benefit us or are de-scoped. Finally, the collective impact of these changes to our business has placed significant demands on impacted employees across multiple functions, increasing the risk of errors and control deficiencies in our financial statements, distraction from the effective operation of our business and difficulty in attracting and retaining employees. Any such difficulties or disruptions may adversely affect our business, our culture and our results of operations.
The level of insurance coverage that we purchase may prove to be inadequate.
We carry liability, property, business interruption and other insurance policies to cover insurable risks to our company. We select the types of insurance, limits and deductibles based on our specific risk profile, the cost of the insurance coverage versus its perceived benefit and general industry standards. Our insurance policies contain industry standard exclusions for events such as war and nuclear reaction. We purchase earthquake insurance for certain of our IBX data centers, but for our IBX data centers in high-risk zones, including those in California and Japan, we have elected to self-insure. The earthquake and flood insurance that we do purchase would be subject to high deductibles. Any of the limits of insurance that we purchase, including those for flood or cyber risks, could prove to be inadequate, which could materially and adversely impact our business, financial condition and results of operations.
If we are unable to recruit or retain key qualified personnel, our business could be harmed.
Our new Chief Financial Officer, Olivier Leonetti, joined us in March 2026. Any significant leadership change involves risk, and any failure to transition effectively could hinder our strategic planning, business execution and future performance. A transition in our Chief Financial Officer role may create uncertainty and operational challenges, including disruption to employee workflows, increased distraction, potential adverse impacts on employee retention and satisfaction, loss of institutional knowledge and an increased risk of delays or errors in financial reporting and internal controls during the transition period. Any such impacts could impair our ability to execute our financial strategy effectively and could adversely affect our results of operations and financial condition.
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Our future performance depends on the continued success of our executive team and our ability to attract and retain skilled employees, including management. In addition, our talent strategy could continue to evolve with the future direction of the business. We must continue to identify, hire, train and retain key personnel who maintain relationships with our customers and who can provide the technical, strategic and marketing skills required for our company's growth. There is a shortage of qualified personnel in these fields, and we compete with other companies for the limited pool of talent. We cannot provide assurance that we will be able to retain our existing personnel or attract additional qualified employees in the future. The failure to recruit and retain necessary key personnel could cause disruption, harm our business and hamper our ability to grow our company.
The failure to obtain favorable terms when we renew our IBX data center leases, or the failure to renew such leases, could harm our business and results of operations.
We lease certain of our IBX data centers under long-term arrangements. We have converted most of these leased IBX data centers from vacant buildings or warehouses into IBX data centers. Most of our IBX data center leases have renewal options available to us but provide for the rent to be set at then-prevailing market rates. To the extent that these rates are higher than current rates, these higher costs may adversely impact our business and results of operations, or we may decide against renewing the lease. There may also be changes in shared operating costs in connection with our leases, which are commonly referred to as common area maintenance expenses. In the event that an IBX data center lease does not have a renewal option, or we fail to exercise a renewal option in a timely fashion and lose our right to renew the lease, we may not be successful in negotiating a renewal of the lease. Further, for various reasons, a landlord may not want to renew the lease with us, or he may transfer his interests to third parties which could affect our ability to renew the lease. This could force us to exit a building prematurely, which could disrupt our business, harm our customer relationships, impact and harm our joint venture relationships, expose us to liability under our customer contracts or joint venture agreements, cause us to take impairment charges and negatively affect our results of operations.
We depend on a number of third parties to provide internet connectivity to our IBX data centers; if connectivity is interrupted or terminated, our results of operations and cash flow could be materially and adversely affected.
The presence of diverse telecommunications carriers' fiber networks in our IBX data centers is critical to our ability to retain and attract new customers. We are not a telecommunications carrier, and thus rely on third parties to provide our customers with carrier services. We believe that the availability of carrier capacity will directly affect our ability to achieve our projected results. We rely primarily on revenue opportunities from the telecommunications carriers' customers to encourage them to invest the capital and operating resources required to connect from their data centers to our IBX data centers. Carriers will likely evaluate the revenue opportunity of an IBX data center based on the assumption that the environment will be highly competitive. We cannot provide assurance that each and every carrier will elect to offer its services within our IBX data centers or that once a carrier has decided to provide internet connectivity to our IBX data centers that it will continue to do so for any period of time.
Our new IBX data centers require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiple carrier facilities to our IBX data centers is complex and involves factors outside of our control, including regulatory processes and the availability of construction resources.
Any hardware or fiber failures on these networks, either on land or subsea, may result in significant loss of connectivity to our new IBX data center expansions. This could affect our ability to attract new customers to these IBX data centers or retain existing customers.
To date, the network neutrality of our IBX data centers and the variety of networks available to our customers has often been a competitive advantage for us. In certain of our markets, the limited number of carriers available reduces that advantage. As a result, we may need to adapt our key revenue-generating offerings and pricing to be competitive in those markets.
If the establishment of highly diverse internet connectivity to our IBX data centers does not occur, is materially delayed, disrupted or is discontinued, or is subject to failure, our results of operations and financial condition will be adversely affected.
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The use of high-power density equipment may limit our ability to fully utilize the space in our older IBX data centers.
Server technologies continue to evolve and in some instances these changes can result in customers increasing their use of high-power density equipment in our IBX data centers which can increase the demand for power on a per cabinet basis. Additionally, the workloads related to new and evolving technologies such as AI are increasing the demand for high density computing power. Because many of our IBX data centers were built a number of years ago, the current demand for power may exceed the designed electrical capacity in these IBX data centers. As power, not space, is a limiting factor in many of our IBX data centers, our ability to fully utilize the space in those IBX data centers may be impacted. The ability to increase the power capacity of an IBX data center is dependent on several factors including, but not limited to, the local utility's ability to provide additional power; the length of time required to provide such power; and/or whether it is feasible to upgrade the electrical and mechanical infrastructure of an IBX data center to deliver additional power and cooling to customers. Although we are currently designing and building to a higher power specification than that of many of our older IBX data centers, and are considering redevelopment of certain sites where appropriate, there is a risk that demand could continue to increase, or our redevelopment may not be successful, and the space inside our IBX data centers could become underutilized sooner than expected.
The development and use of artificial intelligence in the workplace presents risks and challenges that may adversely impact our business and operating results.
We have begun leveraging AI and machine learning capabilities for our employees to use in their day-to-day operations. Failure to invest adequately in such capabilities may result in us lagging behind our competitors in terms of improving operational efficiency and achieving superior outcomes for our business and our customers. As we embark on these initiatives, we may encounter challenges such as a shortage of appropriate data to train internal AI models, a lack of skilled talent to effectively execute our strategy of leveraging AI internally, or the possibility that the tools we utilize may not deliver the intended value. Use of third-party AI tools can also bring information security, data privacy and legal risks. Failure to successfully harness these AI tools and manage associated risks could negatively impact our business and operating results.
Risks Related to our Offerings and Customers
Our offerings have a long sales cycle that may harm our revenue and results of operations.
A customer's decision to purchase our offerings typically involves a significant commitment of resources. In addition, some customers will be reluctant to commit to locating in our IBX data centers until they are confident that the IBX data center has adequate carrier connections. As a result, we have a long sales cycle. Furthermore, we may devote significant time and resources to pursuing a particular sale or customer that does not result in revenues.
Delays due to the length of our sales cycle may materially and adversely affect our revenues and results of operations, which could harm our ability to meet our forecasts and cause volatility in our stock price.
We may not be able to compete successfully against current and future competitors.
The global multi-tenant data center market is highly fragmented. It is estimated that we are one of more than 2,400 companies that provide these offerings around the world. We compete with these firms which vary in terms of their data center offerings and the geographies in which they operate. We must continue to evolve our product strategy and be able to differentiate our IBX data centers and product offerings from those of our competitors.
Some of our competitors may adopt aggressive pricing policies, especially if they are not highly leveraged or have lower return thresholds than we do. As a result, we may suffer from pricing pressure that would adversely affect our ability to generate revenues. Some of these competitors may also provide our target customers with additional benefits, including bundled communication services or cloud services, and may do so in a manner that is more attractive to our potential customers than obtaining space in our IBX data centers. Similarly, with growing acceptance of cloud-based technologies, we are at risk of losing customers that may decide to fully leverage cloud infrastructure offerings instead of managing their own. Competitors could also operate more successfully or form alliances to acquire significant market share. Regional competitors may also consolidate to become a global competitor. Consolidation of our customers and/or our competitors may present a risk to our business model and have a negative impact on our revenues.
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Further, because of the expected growth and opportunity related to AI, we anticipate significant investments in the data center industry by both current competitors and new investors and companies looking to capture this opportunity. If Equinix is unable to compete against these new market entrants, or capture a proportionate share of these investments, we could lose market share during this expected period of growth. We also must compete against certain of these competitors to secure the land and power needed for our expansion plans.
Failure to compete successfully may materially adversely affect our financial condition, cash flows and results of operations.
If we cannot continue to develop, acquire, market and provide new offerings or enhancements to existing offerings that meet customer requirements and differentiate us from our competitors, our results of operations could suffer.
As our customers evolve their IT strategies, we must remain flexible and evolve along with new technologies and industry and market shifts. If we fail to anticipate customers’ evolving needs and expectations or do not adapt to technological and IT trends, our results of operations could suffer. Ineffective planning and execution in our cloud, AI and product development strategies may cause difficulty in sustaining our competitive advantages. Additionally, any delay in the development, acquisition, marketing or launch of a new offering could result in customer dissatisfaction or attrition. If we cannot continue adapting our products and strategies, or if our competitors can adapt their products more quickly than us, our business could be harmed.
In order to adapt effectively, we sometimes must make long-term investments and commit significant resources before knowing whether our predictions will accurately reflect customer demand for the new offerings. This kind of investment may include real estate expansion or developing, acquiring and obtaining power and intellectual property investments. If we fail to invest before or contemporaneously with our competitors, our results of operations could suffer. We also must remain flexible and change strategies quickly if our predictions are not accurate. We are currently investing in our AI strategy to serve the large footprint we foresee for customers’ AI workloads. The future of AI is still uncertain and as it continues to evolve, our predictions about the market may prove inaccurate. Market news and speculation about the future of AI and/or its impact on the data center industry have caused volatility in our stock price in the past. We cannot guarantee our investments and predictions will be accurate around AI or any other customer demand.
We have also been making investments of resources in expanding our product portfolio in recent years. New offerings may come with additional risks and may not always be successful, and certain past offerings have been or are being discontinued, including the Equinix Metal product. New offerings may also require additional capital, have lower margins and higher customer churn as compared to our data center offerings, thus adversely impacting our results. These offerings may also introduce us to different competition and faster development cycles as compared to our data center business. If we cannot develop or partner to quickly and efficiently meet market demands, we may also see adverse results. While we believe these product offerings and others we may implement in the future will be desirable to our customers and will complement our other offerings, we cannot guarantee the success of any product or any other new product offering.
We have also invested in joint ventures and announced our intention to seek additional joint ventures to develop capacity to serve the large footprint needs of a targeted set of hyperscale customers by leveraging existing capacity and dedicated hyperscale builds. We believe these hyperscale customers will also play a large role in the growth of the market for AI. There can be no assurances that our joint ventures will be successful or that we find appropriate partners, or that we will be able to successfully meet the needs of these customers through our hyperscale offerings.
Failure to successfully execute on our product, AI or hyperscale strategies could materially adversely affect our financial condition, cash flows and results of operations.
We have government contracts, which subject us to revenue risk and certain other risks including early termination, audits, investigations, sanctions and penalties, any of which could have a material adverse effect on our results of operations.
We derive revenues from contracts with the U.S. government, state and local governments and foreign governments. Some of these customers may terminate all or part of their contracts at any time, without cause. There is increased pressure for governments and their agencies, both domestically and internationally, to reduce spending. Some of our federal government contracts are subject to the approval of appropriations being made by the U.S. Congress to fund the expenditures under these contracts. Similarly, some of our contracts at the state and local levels are subject to government funding authorizations.
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Government contracts often have unique terms and conditions to address public sector acquisition requirements, such as most favored customer obligations, and are generally subject to audits and investigations. On occasion, we have been out of compliance with contractual terms of certain government contracts and have remedied them as necessary. Being out of compliance with the terms of such contracts could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions, or debarment from future government business.
Because we depend on the development and growth of a balanced customer base, including key magnet customers, failure to attract, grow and retain this base of customers could harm our business and results of operations.
Our ability to maximize revenues depends on our ability to develop and grow a balanced customer base, consisting of a variety of companies, including enterprises, cloud, digital content and financial companies, and network service providers. We consider certain of these customers to be key magnets in that they draw in other customers. In many instances, the more balanced the customer base within each IBX data center, the better we will be able to generate significant interconnection revenues, which in turn increases our overall revenues. Our ability to attract customers to our IBX data centers will depend on a variety of factors, including the presence of multiple carriers, the mix of our offerings, the overall mix of customers, the presence of key customers attracting business through vertical market ecosystems, the IBX data center's operating reliability and security and our ability to effectively market our offerings. However, some of our customers may face competitive pressures and may ultimately not be successful or may be consolidated through merger or acquisition. If these customers do not continue to use our IBX data centers it may be disruptive to our business. If customers combine businesses, they may require less colocation space, which could lead to churn in our customer base. Finally, any uncertain global economic climate, including the one we are currently experiencing, could harm our ability to attract and retain customers if customers slow spending, or delay decision-making on our offerings, or if customers begin to have difficulty paying us or seek bankruptcy protection and we experience increased churn in our customer base. Any of these factors may hinder the development, growth and retention of a balanced customer base and adversely affect our business, financial condition and results of operations.
Risks Related to our Financial Results and Stock Price
The market price of our stock may continue to be highly volatile, and the value of an investment in our common stock may decline.
The market price of our common stock shares has recently been and may continue to be highly volatile. General economic and market conditions, like the ones we are currently experiencing, and market conditions for technology, data center and REIT stocks in general, may affect the market price of our common stock.
Announcements by us or others, or speculations about our future plans, may also have a significant impact on the market price of our common stock. These may relate to:
•our results of operations or forecasts;
•new issuances of equity, debt or convertible debt by us, including issuances through any existing ATM program;
•increases in market interest rates and changes in other general market and economic conditions, including inflationary concerns;
•changes to our capital allocation, tax planning or business strategy;
•our qualification for taxation as a REIT and our declaration of distributions to our stockholders;
•changes in U.S. or foreign tax laws;
•changes in management or key personnel;
•developments in our relationships with customers;
•announcements by our customers or competitors;
•changes in the perceived demand for goods and services supporting AI;
•changes in regulatory policy or interpretation;
•market speculation involving us or other companies in our industry, which may include short seller reports;
•litigation and government investigations;
•changes in the ratings of our debt or stock by rating agencies or securities analysts;
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•our purchase or development of real estate and/or additional IBX data centers;
•our acquisitions of complementary businesses; or
•the operational performance of our IBX data centers.
The stock market has from time-to-time experienced extreme price and volume fluctuations, which have particularly affected the market prices for technology, data center and REIT stocks, and which have often been unrelated to their operating performance. These broad market fluctuations may adversely affect the market price of our common stock. One of the factors that investors may consider in deciding whether to buy or sell our common stock is our distribution rate as a percentage of our stock price relative to market interest rates. If market interest rates increase, prospective investors may demand a higher distribution rate or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and conditions in the capital markets may affect the market value of our common stock. Furthermore, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We have been the target of this type of litigation and we may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and/or damages, and divert management's attention from other business concerns, which could seriously harm our business.
Furthermore, short sellers may engage in activity intended to drive down the market price of our common stock, which could also result in related regulatory and governmental scrutiny, among other effects. Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of later buying lower priced identical securities to return to the lender. Accordingly, it is in the interest of a short seller of our common stock for the price to decline. At any time, short sellers may also publish, or arrange for the publication of, opinions or characterizations that are intended to create negative market momentum in our common stock. Short selling reports can cause downward pressure and increased volatility in an issuer’s stock price. On March 20, 2024, a short seller report was published about us, which contained certain allegations related to components of our operating results and other strategic matters. As a result, the Audit Committee of our Board of Directors commenced an independent investigation to review the matters referenced in the report. Shortly after the release of the report, we received a subpoena from the U.S. Attorney’s Office for the Northern District of California (the "NDCA") and on April 30, 2024, we also received a subpoena from the SEC. On November 19, 2025, we 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. Although these investigations are resolved, any future subpoenas, inquiries or investigations conducted by a governmental organization or other regulatory body or internal investigation, could result in a material diversion of our management’s time and result in substantial cost and, in the event of an adverse finding, could have a material adverse effect on our business and results of operations.
We have been, and in the future may be, subject to securities class action and other litigation, which may harm our business and results of operations.
We have been, and in the future may be, subject to securities class action or other litigation. For example, we recently resolved a stockholder class action lawsuit and continue to face multiple stockholder derivative claims as described in "Legal Proceedings" included in Part II, Item 1 of this Quarterly Report on Form 10-Q. Litigation can be lengthy, expensive, and divert management's attention and resources. Results cannot be predicted with certainty and an adverse outcome in litigation could result in monetary damages or injunctive relief. Further, any payments made in settlement may directly reduce our revenue under U.S. GAAP and could negatively impact our results of operations for the period. While we maintain insurance coverage, we cannot be certain that such coverage will continue to be available on acceptable terms or in sufficient amounts to cover potential losses. For all of these reasons, litigation could seriously harm our business, results of operations, financial condition or cash flows.
Our results of operations may fluctuate.
We have experienced fluctuations in our results of operations on a quarterly and annual basis. The fluctuations in our results of operations may cause the market price of our common stock to be volatile. Significant fluctuations in our results of operations in the foreseeable future may be due to a variety of factors, many of which are listed in this Risk Factors section. Additional factors could include, but are not limited to:
•the timing of investment commitment versus the subsequent resulting revenue as development can take multiple years;
•the timing and magnitude of depreciation and interest expense or other expenses related to the acquisition, purchase or construction of additional IBX data centers or the upgrade of existing IBX data centers;
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•demand for space, power and solutions at our IBX data centers;
•the availability of power and the associated cost of procuring the power;
•changes in general economic conditions, such as those stemming from pandemics, geopolitical events, or other economic downturns, or specific market conditions in the telecommunications and internet industries, any of which could have a material impact on us or on our customer base;
•additions and changes in product offerings and our ability to ramp up and integrate new products within the time period we have forecasted;
•restructuring and other exit charges incurred in the event of a realignment of our management structure, operations or products or other exit activities;
•the financial condition and credit risk of our customers;
•the provision of customer discounts and credits;
•the mix of current and proposed products and offerings and the gross margins associated with our products and offerings;
•increasing repair and maintenance expenses in connection with aging IBX data centers;
•lack of available capacity in our existing IBX data centers to generate new revenue or delays in opening new or acquired IBX data centers that delay our ability to generate new revenue in markets which have otherwise reached capacity;
•changes in employee stock-based compensation;
•changes in our tax planning strategies or failure to realize anticipated benefits from such strategies;
•changes in income tax benefit or expense; and
•changes in or new GAAP as periodically released by the Financial Accounting Standards Board ("FASB").
Any of the foregoing factors, or other factors discussed elsewhere in this report, could have a material adverse effect on our business, results of operations and financial condition. Although we have experienced growth in revenues in recent quarters, this growth rate is not necessarily indicative of future results of operations. It is possible that we may not be able to generate net income on a quarterly or annual basis in the future. In addition, a relatively large portion of our expenses are fixed in the short-term, particularly with respect to lease and personnel expenses, depreciation and amortization and interest expenses. Therefore, our results of operations are particularly sensitive to fluctuations in revenues. As such, comparisons to prior reporting periods should not be relied upon as indications of our future performance. In addition, our results of operations in one or more future quarters may fail to meet the expectations of securities analysts or investors.
We have incurred substantial losses in the past and may incur additional losses in the future.
As of March 31, 2026, our retained earnings were $6.5 billion. We are currently investing heavily in our future growth through the build out of multiple additional IBX data centers, expansions of IBX data centers and acquisitions of complementary businesses. As a result, we will incur higher depreciation and other operating expenses, as well as transaction costs and interest expense, that may negatively impact our ability to sustain profitability in future periods unless and until these new IBX data centers generate enough revenue to exceed their operating costs and cover the additional overhead needed to scale our business for this anticipated growth. The current global financial uncertainty may also impact our ability to sustain profitability if we cannot generate sufficient revenue to offset the increased costs of our recently opened IBX data centers or IBX data centers currently under construction. In addition, costs associated with the acquisition and integration of any acquired companies, as well as the additional interest expense associated with debt financing, we have undertaken to fund our growth initiatives, may also negatively impact our ability to sustain profitability. Finally, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability on a quarterly or annual basis.
We may incur goodwill and other intangible asset impairment charges, or impairment charges to our property, plant and equipment, which could result in a significant reduction to our earnings.
In accordance with U.S. GAAP, we are required to assess our goodwill and other intangible assets annually, or more frequently whenever events or changes in circumstances indicate potential impairment, such as changing market conditions or any changes in key assumptions. If the testing performed indicates that an asset may not be recoverable, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made.
We also periodically monitor the remaining net book values of our property, plant and equipment, generally at the individual IBX data center level. Although our individual IBX data centers are generally performing in accordance with our expectations, our IBX data centers could under-perform relative to our expectations which may result in additional non-cash impairment charges.
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These charges could be significant, which could have a material adverse effect on our business, results of operations or financial condition.
Risks Related to Our Expansion Plans
Our construction of new IBX data centers, IBX data center expansions or IBX data center redevelopment could involve significant risks to our business.
In order to sustain our growth in certain of our existing and new markets, we may have to expand an existing data center, lease a new facility or acquire suitable land, with or without structures, to build new IBX data centers from the ground up. Expansions or new builds are currently underway, or being contemplated, in new and existing markets. Construction projects expose us to many risks which could have an adverse effect on our results of operations, financial condition and/or on customer demand and satisfaction. As part of our current strategy, we are also building larger campuses than we have in the past which may exacerbate many of the risks associated with construction projects. Current global supply chain, tariffs and inflation issues have also increased many of these construction risks and created additional risks for our business. Some of the risks associated with construction projects include:
•construction delays and/or quality issues;
•power and power grid constraints;
•unexpected lack or reduction of power access;
•increased prices and lack of availability and delays for data center equipment, including items such as generators and switchgear;
•water constraints;
•unexpected budget changes;
•increased prices for and delays in obtaining building supplies and raw materials;
•labor availability, labor disputes and work stoppages with contractors, subcontractors and other third parties;
•unanticipated environmental issues and geological problems;
•delays related to permitting and approvals to open from public agencies and utility companies;
•community protest and/or disruption;
•adverse impacts on existing customers in the IBX data center;
•delays in site readiness leading to our failure to meet commitments made to customers planning to expand into a new build; and
•unanticipated customer requirements that would necessitate alternative data center design, making our sites less desirable or leading to increased costs in order to make necessary modifications or retrofits.
We are currently experiencing rising construction costs which reflect the increase in cost of labor and raw materials, supply chain and logistic challenges, and high demand in our sector. While we have invested in creating a reserve of materials to mitigate supply chain issues and inflation, it may not be sufficient and ongoing delays, difficulty finding replacement products and continued high inflation could affect our business and growth and could have a material effect on our business. In certain instances, we have elected to pre-buy certain equipment and materials to mitigate supply chain issues before our construction plans are finalized. If our estimates are wrong, we may be liable to pay for goods we no longer need.
Current relations between the U.S. and China have created increased supply chain risk due to successive U.S. legislation promoting decoupling from China on semiconductors and specific telecommunications equipment makers as well as the threat of increased tariffs and having to source from alternative suppliers for key components outside of China. We are currently using our global supply chain to manage the evolving tariff environment and reduce impacts on our business and customers. At this time, we believe the largest potential tariff impact for us is related to steel and steel derivatives. Tariffs on steel and steel derivatives could lead to significant building cost increases for us if we are unable to source alternative options. Any additional tariffs to be imposed by the U.S. on imports from certain countries and potential counter-tariffs in response, could lead to increased costs and supply chain disruptions.
Attacks on merchant vessels remain high in the Red Sea which is causing disruptions in shipping routes. Although alternative routes are available, including routes via the Cape of Good Hope, these routes can add additional transit time and lead to delayed deliveries and increased fuel costs. We anticipate the disruptions in the Red Sea could continue to escalate.
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Any additional or unexpected disruptions to our supply chain, including in the event of any sustained regional escalation of the current conflict in the Middle East in the area around the Red Sea and Strait of Hormuz or more broadly, or inflationary pressures could significantly affect the cost and delivery timing of our planned expansion projects and interfere with our ability to meet commitments to customers who have contracted for space in new IBX data centers under construction.
Construction projects are dependent on permitting from public agencies and utility companies. Any delay in permitting, including due to community opposition, could affect our growth. We are currently experiencing permitting delays in most metros. While we don't currently anticipate any material long-term negative impact to our business because of these construction delays, these types of delays and stoppages related to permitting from public agencies and utility companies could worsen and have an adverse effect on our bookings, revenue or growth. Additionally, increased community scrutiny of data center resource use including land, water and power, may lead permitting authorities to impose stricter requirements, resulting in longer approval processes, higher costs, or project cancellations. These challenges could hinder our ability to execute growth plans and meet strategic objectives.
All construction related projects require us to carefully select and rely on the experience of one or more designers, general contractors, and associated subcontractors during the design and construction process. Additionally, we specify performance and quality requirements for our products. Constraints to component availability, restrictions on permitted suppliers, import and export controls and supplier backlogs could lead suppliers to source from alternative providers. This could lead to increased quality defects and a failure of Equinix to meet our performance and quality requirements. Further, should a designer, general contractor, significant subcontractor or key supplier experience financial problems or other problems during or leading up to the design or construction process, we could experience significant delays, increased costs to complete the project and/or other negative impacts to our expected returns.
Site selection is also a critical factor in our expansion plans. There may not be suitable properties available in our markets with the necessary combination of high-power capacity, sufficient water supply and fiber connectivity, or selection may be limited. We expect that we will continue to experience limited availability of water and power and grid constraints in many markets as well as shortages of associated equipment because of the current high demands and finite nature of these resources. These shortages could result in site selection challenges, construction delays or increased costs. Government limitations or moratoriums placed on data center construction in a given market may also negatively impact our ability to expand according to our plans or prevent us from completing our data center construction projects leading to stranded capital. Thus, while we may prefer to locate new IBX data centers adjacent to our existing locations, it may not always be possible. In the event we decide to build new IBX data centers separate from our existing IBX data centers, we may provide metro connect solutions to connect these two IBX data centers. Should these solutions not provide the necessary reliability to sustain connection, or if they do not meet the needs of our customers, this could result in lower interconnection revenue and lower margins and could have a negative impact on customer retention over time.
Acquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of any transaction.
We have completed numerous acquisitions and we expect to make additional acquisitions in the future, which may include (i) acquisitions of businesses, products, solutions or technologies that we believe to be complementary, (ii) acquisitions of new IBX data centers or real estate for development of new IBX data centers; (iii) acquisitions through investments in local data center operators; or (iv) acquisitions in new markets with higher risk profiles. We may pay for future acquisitions by using our existing cash resources (which may limit other potential uses of our cash), incurring additional debt (which may increase our interest expense, leverage and debt service requirements) and/or issuing shares (which may dilute our existing stockholders and have a negative effect on our earnings per share). Acquisitions expose us to potential risks, including, but not limited to:
•the possible disruption of our ongoing business and diversion of management's attention by acquisition, transition and integration activities, particularly when multiple acquisitions and integrations are occurring at the same time or when we are entering an emerging market with a higher risk profile;
•our potential inability to successfully pursue or realize some or all of the anticipated revenue opportunities associated with an acquisition or investment;
•the possibility that we may not be able to successfully integrate acquired businesses, or businesses in which we invest, or achieve anticipated operating efficiencies or cost savings;
•the possibility that announced acquisitions may not be completed, due to failure to satisfy the conditions to closing;
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•the possibility that there could be a delay in the completion of an acquisition, which could, among other things, result in additional transaction costs, loss of revenue or other adverse effects resulting from such uncertainty;
•the possibility that our projections about the success of an acquisition could be inaccurate and any such inaccuracies could have a material adverse effect on our financial projections;
•the dilution of our existing stockholders as a result of our issuing stock as consideration in a transaction or selling stock in order to fund the transaction;
•the possibility of customer dissatisfaction if we are unable to achieve levels of quality and stability on par with past practices;
•the possibility that we will be unable to retain relationships with key customers, landlords and/or suppliers of the acquired businesses, some of which may terminate their contracts with the acquired business as a result of the acquisition or which may attempt to negotiate changes in their current or future business relationships with us;
•the possibility that we could lose key employees from the acquired businesses;
•the possibility that we may be unable to integrate certain IT systems for any reason including because they do not meet Equinix's standard requirements with respect to security, privacy or any other standard;
•the potential deterioration in our ability to access credit markets due to increased leverage;
•the possibility that our customers may not accept either the existing equipment infrastructure or the "look-and-feel" of a new or different IBX data center;
•the possibility that additional capital expenditures may be required or that transaction expenses associated with acquisitions may be higher than anticipated;
•the possibility that required financing to fund an acquisition may not be available on acceptable terms or at all;
•the possibility that we may be unable to obtain required approvals from governmental authorities under antitrust and competition laws on a timely basis or at all, which could, among other things, delay or prevent us from completing an acquisition, limit our ability to realize the expected financial or strategic benefits of an acquisition or have other adverse effects on our current business and operations;
•the possible loss or reduction in value of acquired businesses;
•the possibility that future acquisitions may present new complexities in deal structure, related complex accounting and coordination with new partners, particularly in light of our desire to maintain our qualification for taxation as a REIT;
•the possibility that we may not be able to prepare and issue our financial statements and other public filings in a timely and accurate manner, and/or maintain an effective control environment, due to the strain on the finance organization when multiple acquisitions and integrations are occurring at the same time;
•the possibility that future acquisitions may trigger property tax reassessments resulting in a substantial increase to our property taxes beyond that which we anticipated;
•the possibility that future acquisitions may be in geographies and regulatory environments to which we are unaccustomed and we may become subject to complex requirements and expose us to risks with which we have limited experience;
•the possibility that future acquisitions may appear less attractive due to fluctuations in foreign currency rates;
•the possibility that carriers may find it cost-prohibitive or impractical to bring fiber and networks into a new IBX data center;
•the possibility of litigation or other claims in connection with, or as a result of, an acquisition, or inherited from the acquired company, including claims from terminated employees, customers, former stockholders or other third parties;
•the possibility that asset divestments may be required in order to obtain regulatory clearance for a transaction;
•the possibility of pre-existing undisclosed liabilities, including, but not limited to, lease or landlord related liability, tax liability, environmental liability or asbestos liability, for which insurance coverage may be insufficient or unavailable, or other issues not discovered in the diligence process;
•the possibility that we receive limited or incorrect information about the acquired business in the diligence process; and
•the possibility that we do not have full visibility into customer agreements and customer termination rights during the diligence process which could expose us to additional liabilities after completing the acquisition.
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The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows. If an acquisition does not proceed or is materially delayed for any reason, the price of our common stock may be adversely impacted, and we will not recognize the anticipated benefits of the acquisition.
We cannot assure that the price of any future acquisitions of IBX data centers or businesses will be similar to prior IBX data center acquisitions and businesses. In fact, we expect costs required to build or render new IBX data centers operational to increase in the future. If our revenue does not keep pace with these potential acquisition and expansion costs, we may not be able to maintain our current or expected margins as we absorb these additional expenses. There is no assurance we would successfully overcome these risks, or any other problems encountered with these acquisitions.
The anticipated benefits of our joint ventures may not be fully realized, or take longer to realize than expected.
We have entered into joint ventures to develop and operate data centers. Certain sites that are intended to be utilized in joint ventures require investment for development. The success of these joint ventures will depend, in part, on our ability to find suitable land and power. From time to time, Equinix may incur costs or make commitments to acquire land and/or power prior to the consummation of the joint venture, in advance of any transfer to the joint venture or prior to finalization of any customer contracts. These commitments could result in increased costs and risks for Equinix. The success of these joint ventures will also depend on the development of the data center sites. Such development may be more difficult, time-consuming or costly than expected and could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy, which could materially impact our business, financial condition and results of operations. Additionally, if it is determined these sites are no longer desirable for the joint ventures, we would need to adapt such sites for other purposes and incur additional expenses as a result.
We may not realize all of the anticipated benefits from our joint ventures. The success of these joint ventures will depend, in part, on the successful partnership between Equinix and our joint venture partners. Such a 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;
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•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.
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 or in reaction to an anti-American sentiment;
•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, including from geopolitical conflicts;
•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
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•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 March 31, 2026, our total indebtedness (inclusive of finance lease liabilities and gross of debt issuance costs and debt discounts) was approximately $22.1 billion, our stockholders' equity was $14.3 billion and our cash, cash equivalents and short-term investments totaled $3.1 billion. In addition, as of March 31, 2026, we had 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 March 31, 2026, we recorded operating lease liabilities of $1.4 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.
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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 March 31, 2026, 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 10 within the Consolidated Financial Statements of this Quarterly Report on Form 10-Q 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.
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 U.S. 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.
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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.
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 execute 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.
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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.
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, data access and sharing, such as the EU Artificial Intelligence Act, the EU Data 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.
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In water-scarce areas, this can lead to regulatory restrictions, community opposition, or operational limitations.
Regulators are increasingly aware of and recognize 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 U.S., 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 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.
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.
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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 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 March 18, 2026 and have declared a quarterly distribution for the second quarter of 2026 to be paid on June 17, 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.
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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 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, with respect to 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.
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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 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.
76

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 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 3 of this Quarterly Report on Form 10-Q.
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 March 31, 2026, 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.
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.
77

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
78

Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended March 31, 2026, 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
Brandi Galvin Morandi, Chief People Officer
03/09/2026 Adoption 06/08/2026 03/31/2027
See footnote (1)
(1)Ms. Galvin Morandi’s plan includes (a) 3,726 shares and (b) subject to the achievement of performance conditions, the potential sale of shares for tax withholding relating to awards totaling up to 10,926 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2026 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
79

Item 6. Exhibits
Incorporated by Reference
Exhibit Number Exhibit Description Form Filing Date/
Period End Date
Exhibit Filed
Herewith
10-Q
6/30/2014
3.4
10-K/A
12/31/2002
3.3
8-K
3/13/2023
3.1
POSASR 3/18/2024 4.4
8-K 3/5/2026 4.4
4.3 Form of 4.700% Senior Note due 2033 (included in exhibit 4.2) 8-K 3/5/2026 4.6
POSASR 2/13/2026 4.8
8-K 3/5/2026 4.3
4.6 Form of 4.400% Senior Note due 2031 (included in Exhibit 4.5) 8-K 3/5/2026 4.5
10.1**
X
10.2**
X
10.3**
X
10.4**
X
10.5**
X
10.6**
X
80

10.7**
X
10.8**
X
10.9**
X
X
X
X
X
X
X
X
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.
81

EQUINIX, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
EQUINIX, INC.
Date: April 29, 2026
By:
/s/    OLIVIER LEONETTI        
Chief Financial Officer
(Principal Financial Officer)
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EX-10.1 2 eqix-q126xexhibit101.htm EX-10.1 Document
Exhibit 10.1
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For Executives

You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name:                     
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Award:    February 6, 2026            
Award Number:                        
Minimum Restricted Stock Units: 0     
Target Restricted Stock Units:    
Max Restricted Stock Units:    

Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan, as amended or restated from time to time (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an Employee, Consultant or Director of the Company or a Subsidiary (“Service”) throughout the vesting period. The Restricted Stock Units shall become eligible to vest upon a determination by the Board or Committee that the Company has achieved Company revenue and/or AFFO/Share goals for 2026 (the “Performance Goals”) of greater than $______ million and/or $_____ per share, respectively, as set forth on the attached Exhibit A, and if achieved, then the Restricted Stock Units, and any Dividend Equivalents thereon, shall vest in a number of shares determined based on the degree of achievement of the Performance Goals as set forth on the matrix attached as Exhibit A, and at the following times:
•with respect to 50% of those units on the later of (i) February 15, 2027 or (ii) the date upon which the Board or Committee certifies that the Company has achieved Company revenue and/or AFFO/Share goals of greater than $_____ million and/or $_____ per share, respectively, for 2026;
•with respect to 25% of those units on February 15, 2028; and
•with respect to the remaining 25% of those units on February 15, 2029.
For purposes of this Agreement, “AFFO/Share” shall mean the Company’s adjusted funds from operations (“AFFO”) for the year ending December 31, 2026 divided by the weighted average number of diluted shares of common stock outstanding on December 31, 2026 as set forth in the Company’s audited financial statements for the year ended December 31, 2026.



The Board or Committee, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to the determination of the attainment of one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in Applicable Accounting Standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions or joint ventures; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; (xix) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (xx) items relating to foreign exchange or currency transactions and/or fluctuations; or (xxi) items relating to any other unusual, infrequently occurring or nonrecurring events or changes in applicable law or business conditions. The Board or Committee may make such adjustments to the determination of attainment of one or more of the Performance Goals as the Board or Committee in its sole discretion deems appropriate.
Any Restricted Stock Units, and Dividend Equivalents thereon, that fail to vest based on the Company’s achievement of the Performance Goals based on the matrix set forth on Exhibit A hereto shall be forfeited to the Company immediately following the certification by the Board or Committee of the Company’s achievement of the Performance Goals for 2026.
In the event of a Change in Control before the end of the 2026 fiscal year, vesting of these Restricted Stock Units, and any Dividend Equivalent thereon, shall no longer be dependent on achievement of the Performance Goals described above. Instead, subject to your continued Service through the applicable vesting date, 50% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2027, 25% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2028, and the remaining 25% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2029.
By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you further agree to cover all Tax-Related Items as defined in the Agreement.
Recipient: Equinix, Inc.
Signature: By: /s/ Adaire Fox-Martin
Print Name: Title: CEO & President
Date:



Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting
The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then if and to the extent Restricted Stock Units, and any Dividend Equivalent thereon, have been earned based on the actual performance results as certified by the Board or Committee based on the matrix set forth on Exhibit A hereto, the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death; and provided, further, that subject to the terms of the Equinix, Inc. Executive Severance Plan (the “Severance Plan”) (i) if your Service terminates due to your Qualifying Non-CIC Termination (as defined in the Severance Plan), the Restricted Stock Units, and any Dividend Equivalents thereon, will continue to vest pursuant to the Vesting Schedule for up to 12 months immediately following the date of your termination of Service (or following the commencement of any notice period or transition period, if earlier) in accordance with the Severance Plan; and (ii) if your Service terminates due to your Qualifying CIC Termination (as defined in the Severance Plan) or due to your Qualifying Non-CIC Termination that occurs three months prior to a Change in Control, the Restricted Stock Units, and any Dividend Equivalents thereon, will vest as set forth in the provision below titled “Change in Control.” For purposes of any Qualifying Non-CIC Termination or Qualifying CIC Termination, the terms “Cause” and “Good Reason” shall have the meaning set forth in the Severance Plan. For the avoidance of doubt, other than in the case of your death, a Qualifying Non-CIC Termination or a Qualifying CIC Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.

Except as set forth above, no additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”




Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.

Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than December 31 of the calendar year in which the Restricted Stock Unit vests (or December 31 of the calendar year after such calendar year in the case of your death, as described above in the provision titled “Vesting”), except as otherwise provided in the Severance Plan.

At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.




“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:
•The Nasdaq Global Market is open for trading on that day;
•You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;
•Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;
•Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and
•You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.

Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.

In addition, subject to the terms of the Severance Plan, you will vest as to 100% of the unvested Target Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control and you are subject to a Qualifying CIC Termination, or if you are subject to a Qualifying Non-CIC Termination that occurs three months prior to a Change in Control with such vesting effective as of the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.

Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting continuation or acceleration in the event of a Qualifying Non-CIC Termination or a Qualifying CIC Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.



Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.

The Company’s Chief People Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief People Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.

If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.

The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.

Section 409A
This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service (or, if earlier, upon your death), unless the settlement of those units is exempt from Section 409A of the Code.

Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.
Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.



Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.
Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you or for which you otherwise render Services (the “Service Recipient”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Service Recipient, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Service Recipient (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Service Recipient. You further acknowledge that the Company and/or the Service Recipient: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Service Recipient, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.

Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Service Recipient; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.




The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Service Recipient’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may need to seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.

Finally, you must pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Law, Company trading policies (including the Company’s Securities Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.



No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Service Recipient or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Service Recipient and shall not interfere with the ability of the Service Recipient to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief People Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.




If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Service Recipient, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of the Recoupment Policy (as defined below); and (q) neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.



Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Compensation Recoupment Policy, as may be amended from time to time, or such other clawback policies as may be adopted by the Company and/or as required under Applicable Law (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Service Recipient.




Data Privacy Notice and Consent a)    Data Collection and Usage. The Company and the Service Recipient collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).

b)    Stock Plan Administration Service Providers. The Company will transfer Data to Morgan Stanley Smith Barney LLC and its affiliated company E*TRADE Financial Services, Inc. or its affiliates, which are assisting the Company with the implementation, administration and management of the Plan (collectively, the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.

c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).

d)    Data Retention. The Company and the Service Recipient will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Service Recipient no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.

e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Service Recipient will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.
 



f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.

g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.

Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Service Recipient, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Service Recipient may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Service Recipient.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Law in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Securities Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.




Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are sufficiently proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by Applicable Law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.

Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.



The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.

This Award Agreement, the Plan and, to the extent it addresses equity, the Severance Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.


By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.
























Exhibit A




EX-10.2 3 eqix-q126xexhibit102.htm EX-10.2 Document
Exhibit 10.2
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For Executives

You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name:                     
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Award:    February 6, 2026            
Award Number:                
Minimum Restricted Stock Units (0%):
Target Restricted Stock Units (100%):    
Max Restricted Stock Units (200%):    
Performance Period: January 1, 2026 through December 31, 2028

Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan, as amended or restated from time to time (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an Employee, Consultant or Director of the Company or a Subsidiary (“Service”) throughout the vesting period.
The Restricted Stock Units, and any Dividend Equivalents thereon, shall vest in a number of shares determined based on the percentile ranking of the total shareholder return (“TSR”) of the Company’s Common Stock (“EQIX”) for the duration of the Performance Period against the constituents of the S&P 500 (the “Performance Peer Group Constituents”) as of the beginning of the performance period (January 1, 2026), calculated using the 30-day trading averages for both EQIX and each Performance Peer Group Constituent prior to the start (January 1, 2026) and end (December 31, 2028) of the Performance Period, subject to appropriate adjustments for delisted companies (“Adjustments”), and including the reinvestment of any regular dividends paid by the Company and by each Performance Peer Group Constituent. EQIX performance relative to the Performance Peer Group Constituents shall result in the scaling set forth on Exhibit A hereto. The number of Restricted Stock Units and any Dividend Equivalents thereon vesting under the award may range from 0% to 200% of the Target Restricted Stock Units as further illustrated on the attached Exhibit A; however, if the Company’s TSR is negative during the Performance Period, vesting under the award shall be limited to 100% of the Target Restricted Stock Units.
For purposes of this Agreement:
•"Adjustments” means the following TSR adjustments for any Performance Peer Group Constituents that are delisted: (i) if the delisting is due to the Performance Peer Group Constituent’s bankruptcy or liquidation, the Performance Peer Group Constituent shall be included in the Performance Peer Group with their TSR deemed achieved at -100% and (ii) if the delisting is due to the Performance Peer Group Constituent’s “go-private” transaction, an acquisition of the Performance Peer Group Constituent or a similar event, the Performance Peer Group Constituent shall be excluded from the Performance Peer Group.



•“Performance Peer Group” means the companies included in the S&P 500 Index as of the beginning of the Performance Period. For the avoidance of doubt, if a Constituent remains publicly traded at the end of the Performance Period but is no longer included in the S&P 500 Index at such time, such Constituent shall remain in the Performance Peer Group. Companies added to the S&P 500 Index after the beginning of the Performance Period shall be excluded from the Performance Peer Group.
Vesting shall occur on the first Trading Day that coincides with or follows the date upon which the Board, or a committee thereof, certifies the TSR over the Performance Period. Any Restricted Stock Units, and Dividend Equivalents thereon, that fail to vest based on the Company’s TSR achievement shall be forfeited to the Company.
In the event of a Change in Control before the end of the 2028 fiscal year, the Performance Period shall be deemed terminated as of the effective date of the Change in Control (the “Shortened Performance Period”), such that the percentile ranking of EQIX TSR shall be calculated against the Performance Peer Group Constituents using the 30-day trading averages for both EQIX and the Performance Peer Group Constituents at the start and end of the Shortened Performance Period, including reinvested dividends to determine the number of the Restricted Stock Units, and any Dividend Equivalents thereon, that are deemed earned in an amount ranging from 0% to 200% as further illustrated on the attached Exhibit A, but that will remain unvested until December 31, 2028, except as otherwise provided in the Plan and the Agreement. The remaining unearned Restricted Stock Units, and Dividend Equivalents thereon, shall be forfeited to the Company upon such Change in Control (and such forfeited Restricted Stock Units, and any Dividend Equivalents thereon, will not accelerate in the event this Award is not assumed or substituted with a new award).
By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you further agree to cover all Tax-Related Items as defined in the Agreement.
Recipient: Equinix, Inc.
Signature: By: /s/ Adaire Fox-Martin
Print Name: Title: CEO & President
Date:







Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, will remain outstanding and eligible to vest subject to the Company’s TSR achievement, as follows: (i) if the termination of Service due to death occurs during the first fiscal year of the Performance Period, then 1/3 of the Restricted Stock Units will remain outstanding and eligible to vest, (ii) if the termination of Service due to death occurs during the second fiscal year of the Performance Period, then 2/3 of the Restricted Stock Units will remain outstanding and eligible to vest, and (iii) if the termination of Service due to death occurs during or after the third fiscal year of the Performance Period, then all of the Restricted Stock Units will remain outstanding and eligible to vest. Any such Restricted Stock Units that remain outstanding and eligible to vest will remain outstanding until after the end of the Performance Period (or, if applicable, the Shortened Performance Period), and will vest based on the Company’s TSR achievement as determined by the Board (or a committee thereof), and any such Restricted Stock Units that so vest (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, at such time as set forth under “Settlement of Units” below; and provided, further, that subject to the terms of the Equinix, Inc. Executive Severance Plan (the “Severance Plan”) (i) if your Service terminates due to your Qualifying Non-CIC Termination (as defined in the Severance Plan), the Restricted Stock Units, and any Dividend Equivalents thereon, will continue to vest pursuant to the Vesting Schedule for up to 12 months immediately following the date of your termination of Service (or following the commencement of any notice period or transition period, if earlier) in accordance with the Severance Plan; and (ii) if your Service terminates due to your Qualifying CIC Termination (as defined in the Severance Plan) or due to your Qualifying Non-CIC Termination that occurs three months prior to a Change in Control, the Restricted Stock Units, and any Dividend Equivalents thereon, will vest as set forth in the provision below titled “Change in Control.” For purposes of any Qualifying Non-CIC Termination or Qualifying CIC Termination, the terms “Cause” and “Good Reason” shall have the meaning set forth in the Severance Plan. For the avoidance of doubt, other than in the case of your death, a Qualifying Non-CIC Termination or a Qualifying CIC Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.



No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”

Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.

Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than December 31 of the calendar year in which the Restricted Stock Unit vests (or December 31 of the calendar year after such calendar year in the case of your death, as described above in the provision titled “Vesting”), except as otherwise provided in the Severance Plan.

At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.




“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:

The Nasdaq Global Market is open for trading on that day;

•You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;
•Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;
•Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and
•You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.

Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.

In addition, subject to the terms of the Severance Plan, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control and you are subject to a Qualifying CIC Termination, or if you are subject to a Qualifying Non-CIC Termination that occurs three months prior to a Change in Control with such vesting effective as of the Change in Control.

Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.

Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting continuation or acceleration in the event of a Qualifying Non-CIC Termination or a Qualifying CIC Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.



Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.

The Company’s Chief People Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief People Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.

If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.

The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.

Section 409A
This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service (or, if earlier, upon your death), unless the settlement of those units is exempt from Section 409A of the Code.

Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.



Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.
Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.



Responsibility for Taxes You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you or for which you otherwise render Services (the “Service Recipient”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Service Recipient, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Service Recipient (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Service Recipient. You further acknowledge that the Company and/or the Service Recipient: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Service Recipient, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.

Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Service Recipient; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.



The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Service Recipient’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may need to seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan. Finally, you must pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Law, Company trading policies (including the Company’s Securities Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.




No Retention Rights In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Service Recipient or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Service Recipient and shall not interfere with the ability of the Service Recipient to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief People Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.



If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Service Recipient, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of the Recoupment Policy (as defined below); and (q) neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.



Recoupment In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Compensation Recoupment Policy, as may be amended from time to time, or such other clawback policies as may be adopted by the Company and/or as required under Applicable Law (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Service Recipient.



Data Privacy Notice and Consent a)    Data Collection and Usage. The Company and the Service Recipient collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).

b)    Stock Plan Administration Service Providers. The Company will transfer Data to Morgan Stanley Smith Barney LLC and its affiliated company E*TRADE Financial Services, Inc. or its affiliates, which are assisting the Company with the implementation, administration and management of the Plan (collectively, the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.

c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).

d)    Data Retention. The Company and the Service Recipient will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Service Recipient no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.

e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Service Recipient will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.



f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.

g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.

Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Service Recipient, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Service Recipient may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Service Recipient.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Law in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Securities Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.




Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are sufficiently proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by Applicable Law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.




Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.

This Award Agreement, the Plan and, to the extent it addresses equity, the Severance Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.


By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.
























Exhibit A

The Company’s relative TSR is ranked amongst the Performance Peer Group Constituents over the Performance Period, subject to applicable Adjustments, and checked against the table below to determine the final payout under the Award:

Index
S&P 500
Perf. Period
3 years
TSR Calc.
Percentile ranking of EQIX TSR vs. Performance Peer Group Constituents
image_0.jpg
TSR calculation to include reinvested regular dividends paid by both the Company and the Performance Peer Group Constituents. Vesting determinations shall be based on the Company’s percentile ranking relative to the Performance Peer Group Constituents over the Performance Period, subject to any Adjustments, and use straight-line interpolation to determine the payout for any performance result that falls between the defined percentile anchors. If the Company’s TSR for the Performance Period is negative, the resulting payout shall not exceed 100% of the Target Restricted Stock Units under this Award.



EX-10.3 4 eqix-q126xexhibit103.htm EX-10.3 Document
Exhibit 10.3
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For Executives

You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name:                     
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Award:    February 6, 2026            
Award Number:    
Number of Restricted Stock Units:            
    

Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Award Agreement”). Capitalized terms not otherwise defined in this Award Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan, as amended or restated from time to time (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an Employee, Consultant or Director of the Company or a Subsidiary (“Service”) throughout the vesting period. The Restricted Stock Units, and any Dividend Equivalents thereon, shall vest at the following times:
•with respect to 33 1/3% of those units on January 15, 2027;
•with respect to 33 1/3% of those units on January 15, 2028; and
•with respect to 33 1/3% of those units on January 15, 2029.
By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you agree to cover all Tax-Related Items as defined in the Agreement.
Recipient: Equinix, Inc.
Signature: By: /s/ Adaire Fox-Martin
Print Name: Title: CEO & President
Date:



Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting
The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death; and provided, further, that subject to the terms of the Equinix, Inc. Executive Severance Plan (the “Severance Plan”) (i) if your Service terminates due to your Qualifying Non-CIC Termination (as defined in the Severance Plan), the Restricted Stock Units, and any Dividend Equivalents thereon, will continue to vest pursuant to the Vesting Schedule for up to 12 months immediately following the date of your termination of Service (or following the commencement of any notice period or transition period, if earlier) in accordance with the Severance Plan; and (ii) if your Service terminates due to your Qualifying CIC Termination (as defined in the Severance Plan) or due to your Qualifying Non-CIC Termination that occurs three months prior to a Change in Control, the Restricted Stock Units, and any Dividend Equivalents thereon, will vest as set forth in the provision below titled “Change in Control.” For purposes of any Qualifying Non-CIC Termination or Qualifying CIC Termination, the terms “Cause” and “Good Reason” shall have the meaning set forth in the Severance Plan. For the avoidance of doubt, other than in the case of your death, a Qualifying Non-CIC Termination or a Qualifying CIC Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.

Except as set forth above, no additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”




Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.

Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than December 31 of the calendar year in which the Restricted Stock Unit vests (or December 31 of the calendar year after such calendar year in the case of your death, as described above in the provision titled “Vesting”), except as otherwise provided in the Severance Plan.

At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.




“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:

The Nasdaq Global Market is open for trading on that day;

•You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;
•Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;
•Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and
•You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.

Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.

In addition, subject to the terms of the Severance Plan, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control and you are subject to a Qualifying CIC Termination, or if you are subject to a Qualifying Non-CIC Termination that occurs three months prior to a Change in Control with such vesting effective as of the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.

Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting continuation or acceleration in the event of a Qualifying Non-CIC Termination or a Qualifying CIC Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.



Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.

The Company’s Chief People Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief People Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.

If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.

The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.

Section 409A
This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service (or, if earlier, upon your death), unless the settlement of those units is exempt from Section 409A of the Code.

Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.



Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.
Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.



Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you or for which you otherwise render Services (the “Service Recipient”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Service Recipient, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Service Recipient (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Service Recipient. You further acknowledge that the Company and/or the Service Recipient: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Service Recipient, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.
Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Service Recipient; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.




The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Service Recipient’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may need to seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.

Finally, you must pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Law, Company trading policies (including the Company’s Securities Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.




No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Service Recipient or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Service Recipient and shall not interfere with the ability of the Service Recipient to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief People Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.




If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Service Recipient, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of the Recoupment Policy (as defined below); and (q) neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.



Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Compensation Recoupment Policy, as may be amended from time to time, or such other clawback policies as may be adopted by the Company and/or as required under Applicable Law (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Service Recipient.




Data Privacy Notice and Consent a)    Data Collection and Usage. The Company and the Service Recipient collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).

b)    Stock Plan Administration Service Providers. The Company will transfer Data to Morgan Stanley Smith Barney LLC and its affiliated company E*TRADE Financial Services, Inc. or its affiliates, which are assisting the Company with the implementation, administration and management of the Plan (collectively, the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.

c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).

d)    Data Retention. The Company and the Service Recipient will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Service Recipient no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.

e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Service Recipient will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.



f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.

g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.

Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Service Recipient, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Service Recipient may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Service Recipient.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Law in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Securities Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.




Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are sufficiently proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by Applicable Law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.




Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.

This Award Agreement, the Plan and, to the extent it addresses equity, the Severance Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.


By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.

EX-10.4 5 eqix-q126xexhibit104.htm EX-10.4 Document
Exhibit 10.4
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For CEO

You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name:                     
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Award:    February 6, 2026            
Award Number:                        
Minimum Restricted Stock Units: 0     
Target Restricted Stock Units:    
Max Restricted Stock Units:    

Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan, as amended or restated from time to time (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an Employee, Consultant or Director of the Company or a Subsidiary (“Service”) throughout the vesting period. The Restricted Stock Units shall become eligible to vest upon a determination by the Board or Committee that the Company has achieved Company revenue and/or AFFO/Share goals for 2026 (the “Performance Goals”) of greater than $_____ million and/or $_____ per share, respectively, as set forth on the attached Exhibit A, and if achieved, then the Restricted Stock Units, and any Dividend Equivalents thereon, shall vest in a number of shares determined based on the degree of achievement of the Performance Goals as set forth on the matrix attached as Exhibit A, and at the following times:
•with respect to 50% of those units on the later of (i) February 15, 2027 or (ii) the date upon which the Board or Committee certifies that the Company has achieved Company revenue and/or AFFO/Share goals of greater than $_____ million and/or $_____ per share, respectively, for 2026;
•with respect to 25% of those units on February 15, 2028; and
•with respect to the remaining 25% of those units on February 15, 2029.
For purposes of this Agreement, “AFFO/Share” shall mean the Company’s adjusted funds from operations (“AFFO”) for the year ending December 31, 2026 divided by the weighted average number of diluted shares of common stock outstanding on December 31, 2026 as set forth in the Company’s audited financial statements for the year ended December 31, 2026.



The Board or Committee, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to the determination of the attainment of one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in Applicable Accounting Standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions or joint ventures; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; (xix) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (xx) items relating to foreign exchange or currency transactions and/or fluctuations; or (xxi) items relating to any other unusual, infrequently occurring or nonrecurring events or changes in applicable law or business conditions. The Board or Committee may make such adjustments to the determination of attainment of one or more of the Performance Goals as the Board or Committee in its sole discretion deems appropriate.
Any Restricted Stock Units, and Dividend Equivalents thereon, that fail to vest based on the Company’s achievement of the Performance Goals based on the matrix set forth on Exhibit A hereto shall be forfeited to the Company immediately following the certification by the Board or Committee of the Company’s achievement of the Performance Goals for 2026.
In the event of a Change in Control before the end of the 2026 fiscal year, vesting of these Restricted Stock Units, and any Dividend Equivalent thereon, shall no longer be dependent on achievement of the Performance Goals described above. Instead, subject to your continued Service through the applicable vesting date, 50% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2027, 25% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2028, and the remaining 25% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2029.
By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you further agree to cover all Tax-Related Items as defined in the Agreement.

Recipient: Equinix, Inc.
Signature: By: /s/ Brandi Galvin Morandi
Print Name: Title: Chief People Officer
Date:





Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting
The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then if and to the extent Restricted Stock Units, and any Dividend Equivalent thereon, have been earned based on the actual performance results as certified by the Board or Committee based on the matrix set forth on Exhibit A hereto, the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death; and provided, further, that subject to the terms of your Amended and Restated Severance Agreement dated February 6, 2026 (the “Severance Agreement”) (i) if your Service terminates due to your Qualifying Non-CIC Termination (as defined in the Severance Agreement), the Restricted Stock Units, and any Dividend Equivalents thereon, will continue to vest pursuant to the Vesting Schedule for up to 12 months immediately following the date of your termination of Service (or following the commencement of any notice period or transition period, if earlier) in accordance with the Severance Agreement; and (ii) if your Service terminates due to your Qualifying CIC Termination (as defined in the Severance Agreement) or due to your Qualifying Non-CIC Termination that occurs three months prior to a Change in Control, the Restricted Stock Units, and any Dividend Equivalents thereon, will vest as set forth in the provision below titled “Change in Control.” For purposes of any Qualifying Non-CIC Termination or Qualifying CIC Termination, the terms “Cause” and “Good Reason” shall have the meaning set forth in the Severance Agreement. For the avoidance of doubt, other than in the case of your death, a Qualifying Non-CIC Termination or a Qualifying CIC Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.

Except as set forth above, no additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”




Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.

Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than December 31 of the calendar year in which the Restricted Stock Unit vests (or December 31 of the calendar year after such calendar year in the case of your death, as described above in the provision titled “Vesting”), except as otherwise provided in the Severance Agreement.

At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.




“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:

The Nasdaq Global Market is open for trading on that day;

•You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;

•Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;

•Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and

•You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.

Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.

In addition, subject to the terms of the Severance Agreement, you will vest as to 100% of the unvested Target Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control and you are subject to a Qualifying CIC Termination, or if you are subject to a Qualifying Non-CIC Termination that occurs three months prior to a Change in Control with such vesting effective as of the Change in Control.

Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.

Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting continuation or acceleration in the event of a Qualifying Non-CIC Termination or a Qualifying CIC Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.



Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.

The Company’s Chief People Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief People Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.

If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.

The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.

Section 409A
This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service (or, if earlier, upon your death), unless the settlement of those units is exempt from Section 409A of the Code.

Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.
Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.



Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.
Responsibility for Taxes You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you or for which you otherwise render Services (the “Service Recipient”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Service Recipient, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Service Recipient (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Service Recipient. You further acknowledge that the Company and/or the Service Recipient: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Service Recipient, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.

Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Service Recipient; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.



The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Service Recipient’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may need to seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.

Finally, you must pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Law, Company trading policies (including the Company’s Securities Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.




No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Service Recipient or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Service Recipient and shall not interfere with the ability of the Service Recipient to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief People Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.




If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Service Recipient, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of the Recoupment Policy (as defined below); and (q) neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.



Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Compensation Recoupment Policy, as may be amended from time to time, or such other clawback policies as may be adopted by the Company and/or as required under Applicable Law (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Service Recipient.




Data Privacy Notice and Consent
a)Data Collection and Usage. The Company and the Service Recipient collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).

b)Stock Plan Administration Service Providers. The Company will transfer Data to Morgan Stanley Smith Barney LLC and its affiliated company E*TRADE Financial Services, Inc. or its affiliates, which are assisting the Company with the implementation, administration and management of the Plan (collectively, the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.

c)International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).

d)Data Retention. The Company and the Service Recipient will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Service Recipient no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.

e)Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Service Recipient will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.



f) Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.

g) By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.
 
Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Service Recipient, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Service Recipient may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Service Recipient.

Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Law in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Securities Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.




Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are sufficiently proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by Applicable Law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.

Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.



The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.

This Award Agreement, the Plan and, to the extent it addresses equity, the Severance Agreement constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.


By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.
























Exhibit A




EX-10.5 6 eqix-q126xexhibit105.htm EX-10.5 Document
Exhibit 10.5
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For CEO

You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name:                     
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Award:    February 6, 2026            
Award Number:                
Minimum Restricted Stock Units (0%):
Target Restricted Stock Units (100%):    
Max Restricted Stock Units (200%):    
Performance Period: January 1, 2026 through December 31, 2028

Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan, as amended or restated from time to time (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an Employee, Consultant or Director of the Company or a Subsidiary (“Service”) throughout the vesting period.
The Restricted Stock Units, and any Dividend Equivalents thereon, shall vest in a number of shares determined based on the percentile ranking of the total shareholder return (“TSR”) of the Company’s Common Stock (“EQIX”) for the duration of the Performance Period against the constituents of the S&P 500 (the “Performance Peer Group Constituents”) as of the beginning of the performance period (January 1, 2026), calculated using the 30-day trading averages for both EQIX and each Performance Peer Group Constituent prior to the start (January 1, 2026) and end (December 31, 2028) of the Performance Period, subject to appropriate adjustments for delisted companies (“Adjustments”), and including the reinvestment of any regular dividends paid by the Company and by each Performance Peer Group Constituent. EQIX performance relative to the Performance Peer Group Constituents shall result in the scaling set forth on Exhibit A hereto. The number of Restricted Stock Units and any Dividend Equivalents thereon vesting under the award may range from 0% to 200% of the Target Restricted Stock Units as further illustrated on the attached Exhibit A; however, if the Company’s TSR is negative during the Performance Period, vesting under the award shall be limited to 100% of the Target Restricted Stock Units.
For purposes of this Agreement:
•"Adjustments” means the following TSR adjustments for any Performance Peer Group Constituents that are delisted: (i) if the delisting is due to the Performance Peer Group Constituent’s bankruptcy or liquidation, the Performance Peer Group Constituent shall be included in the Performance Peer Group with their TSR deemed achieved at -100% and (ii) if the delisting is due to the Performance Peer Group Constituent’s “go-private” transaction, an acquisition of the Performance Peer Group Constituent or a similar event, the Performance Peer Group Constituent shall be excluded from the Performance Peer Group.



•“Performance Peer Group” means the companies included in the S&P 500 Index as of the beginning of the Performance Period. For the avoidance of doubt, if a Constituent remains publicly traded at the end of the Performance Period but is no longer included in the S&P 500 Index at such time, such Constituent shall remain in the Performance Peer Group. Companies added to the S&P 500 Index after the beginning of the Performance Period shall be excluded from the Performance Peer Group.
Vesting shall occur on the first Trading Day that coincides with or follows the date upon which the Board, or a committee thereof, certifies the TSR over the Performance Period. Any Restricted Stock Units, and Dividend Equivalents thereon, that fail to vest based on the Company’s TSR achievement shall be forfeited to the Company.
In the event of a Change in Control before the end of the 2028 fiscal year, the Performance Period shall be deemed terminated as of the effective date of the Change in Control (the “Shortened Performance Period”), such that the percentile ranking of EQIX TSR shall be calculated against the Performance Peer Group Constituents using the 30-day trading averages for both EQIX and the Performance Peer Group Constituents at the start and end of the Shortened Performance Period, including reinvested dividends to determine the number of the Restricted Stock Units, and any Dividend Equivalents thereon, that are deemed earned in an amount ranging from 0% to 200% as further illustrated on the attached Exhibit A, but that will remain unvested until December 31, 2028, except as otherwise provided in the Plan and the Agreement. The remaining unearned Restricted Stock Units, and Dividend Equivalents thereon, shall be forfeited to the Company upon such Change in Control (and such forfeited Restricted Stock Units, and any Dividend Equivalents thereon, will not accelerate in the event this Award is not assumed or substituted with a new award).
By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you further agree to cover all Tax-Related Items as defined in the Agreement.
Recipient: Equinix, Inc.
Signature: By: /s/ Brandi Galvin Morandi
Print Name: Title: Chief People Officer
Date:










Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, will remain outstanding and eligible to vest subject to the Company’s TSR achievement, as follows: (i) if the termination of Service due to death occurs during the first fiscal year of the Performance Period, then 1/3 of the Restricted Stock Units will remain outstanding and eligible to vest, (ii) if the termination of Service due to death occurs during the second fiscal year of the Performance Period, then 2/3 of the Restricted Stock Units will remain outstanding and eligible to vest, and (iii) if the termination of Service due to death occurs during or after the third fiscal year of the Performance Period, then all of the Restricted Stock Units will remain outstanding and eligible to vest. Any such Restricted Stock Units that remain outstanding and eligible to vest will remain outstanding until after the end of the Performance Period (or, if applicable, the Shortened Performance Period), and will vest based on the Company’s TSR achievement as determined by the Board (or a committee thereof), and any such Restricted Stock Units that so vest (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, at such time as set forth under “Settlement of Units” below; and provided, further, that subject to the terms of your Amended and Restated Severance Agreement dated February 6, 2026 (the “Severance Agreement”) (i) if your Service terminates due to your Qualifying Non-CIC Termination (as defined in the Severance Agreement), the Restricted Stock Units, and any Dividend Equivalents thereon, will continue to vest pursuant to the Vesting Schedule for up to 12 months immediately following the date of your termination of Service (or following the commencement of any notice period or transition period, if earlier) in accordance with the Severance Agreement; and (ii) if your Service terminates due to your Qualifying CIC Termination (as defined in the Severance Agreement) or due to your Qualifying Non-CIC Termination that occurs three months prior to a Change in Control, the Restricted Stock Units, and any Dividend Equivalents thereon, will vest as set forth in the provision below titled “Change in Control.” For purposes of any Qualifying Non-CIC Termination or Qualifying CIC Termination, the terms “Cause” and “Good Reason” shall have the meaning set forth in the Severance Agreement. For the avoidance of doubt, other than in the case of your death, a Qualifying Non-CIC Termination or a Qualifying CIC Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.



No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”

Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.

Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than December 31 of the calendar year in which the Restricted Stock Unit vests (or December 31 of the calendar year after such calendar year in the case of your death, as described above in the provision titled “Vesting”), except as otherwise provided in the Severance Agreement.

At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.




“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:

The Nasdaq Global Market is open for trading on that day;

•You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;

•Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;

•Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and

•You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.

Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.

In addition, subject to the terms of the Severance Agreement, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control and you are subject to a Qualifying CIC Termination, or if you are subject to a Qualifying Non-CIC Termination that occurs three months prior to a Change in Control with such vesting effective as of the Change in Control.

Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.

Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting continuation or acceleration in the event of a Qualifying Non-CIC Termination or a Qualifying CIC Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.



Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.

The Company’s Chief People Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief People Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.

If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.

The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.

Section 409A
This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service (or, if earlier, upon your death), unless the settlement of those units is exempt from Section 409A of the Code.

Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.
Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.



Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.
Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you or for which you otherwise render Services (the “Service Recipient”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Service Recipient, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Service Recipient (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Service Recipient. You further acknowledge that the Company and/or the Service Recipient: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Service Recipient, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.

Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Service Recipient; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.




The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Service Recipient’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may need to seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.

Finally, you must pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Law, Company trading policies (including the Company’s Securities Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.



No Retention Rights In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Service Recipient or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Service Recipient and shall not interfere with the ability of the Service Recipient to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief People Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.



If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Service Recipient, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of the Recoupment Policy (as defined below); and (q) neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.



Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Compensation Recoupment Policy, as may be amended from time to time, or such other clawback policies as may be adopted by the Company and/or as required under Applicable Law (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Service Recipient.




Data Privacy Notice and Consent a)    Data Collection and Usage. The Company and the Service Recipient collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).

b)    Stock Plan Administration Service Providers. The Company will transfer Data to Morgan Stanley Smith Barney LLC and its affiliated company E*TRADE Financial Services, Inc. or its affiliates, which are assisting the Company with the implementation, administration and management of the Plan (collectively, the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.

c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).

d)    Data Retention. The Company and the Service Recipient will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Service Recipient no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.

e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Service Recipient will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.



f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.

g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.

Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Service Recipient, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Service Recipient may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Service Recipient.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Law in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Securities Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.




Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are sufficiently proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by Applicable Law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.

Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.



The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.

This Award Agreement, the Plan and, to the extent it addresses equity, the Severance Agreement constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.



By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.






























Exhibit A

The Company’s relative TSR is ranked amongst the Performance Peer Group Constituents over the Performance Period, subject to applicable Adjustments, and checked against the table below to determine the final payout under the Award:

Index
S&P 500
Perf. Period
3 years
TSR Calc.
Percentile ranking of EQIX TSR vs. Performance Peer Group Constituents
image_01a.jpg
TSR calculation to include reinvested regular dividends paid by both the Company and the Performance Peer Group Constituents. Vesting determinations shall be based on the Company’s percentile ranking relative to the Performance Peer Group Constituents over the Performance Period, subject to any Adjustments, and use straight-line interpolation to determine the payout for any performance result that falls between the defined percentile anchors. If the Company’s TSR for the Performance Period is negative, the resulting payout shall not exceed 100% of the Target Restricted Stock Units under this Award.



EX-10.6 7 eqix-q126xexhibit106.htm EX-10.6 Document
Exhibit 10.6
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For CEO

You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name:                     
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Award:    February 6, 2026            
Award Number:    
Number of Restricted Stock Units:            
    

Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Award Agreement”). Capitalized terms not otherwise defined in this Award Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan, as amended or restated from time to time (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an Employee, Consultant or Director of the Company or a Subsidiary (“Service”) throughout the vesting period. The Restricted Stock Units, and any Dividend Equivalents thereon, shall vest at the following times:
•with respect to 33 1/3% of those units on January 15, 2027;
•with respect to 33 1/3% of those units on January 15, 2028; and
•with respect to 33 1/3% of those units on January 15, 2029.
By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you agree to cover all Tax-Related Items as defined in the Agreement.
Recipient: Equinix, Inc.
Signature: By: /s/ Brandi Galvin Morandi
Print Name: Title: Chief People Officer
Date:




Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting
The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death; and provided, further, that subject to the terms of your Amended and Restated Severance Agreement dated February 6, 2026 (the “Severance Agreement”) (i) if your Service terminates due to your Qualifying Non-CIC Termination (as defined in the Severance Agreement), the Restricted Stock Units, and any Dividend Equivalents thereon, will continue to vest pursuant to the Vesting Schedule for up to 12 months immediately following the date of your termination of Service (or following the commencement of any notice period or transition period, if earlier) in accordance with the Severance Agreement; and (ii) if your Service terminates due to your Qualifying CIC Termination (as defined in the Severance Agreement) or due to your Qualifying Non-CIC Termination that occurs three months prior to a Change in Control, the Restricted Stock Units, and any Dividend Equivalents thereon, will vest as set forth in the provision below titled “Change in Control.” For purposes of any Qualifying Non-CIC Termination or Qualifying CIC Termination, the terms “Cause” and “Good Reason” shall have the meaning set forth in the Severance Agreement. For the avoidance of doubt, other than in the case of your death, a Qualifying Non-CIC Termination or a Qualifying CIC Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.

Except as set forth above, no additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”




Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.

Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than December 31 of the calendar year in which the Restricted Stock Unit vests (or December 31 of the calendar year after such calendar year in the case of your death, as described above in the provision titled “Vesting”), except as otherwise provided in the Severance Agreement.

At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.




“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:

The Nasdaq Global Market is open for trading on that day;

•You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;

•Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;

•Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and

•You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.

Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.

In addition, subject to the terms of the Severance Agreement, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control and you are subject to a Qualifying CIC Termination, or if you are subject to a Qualifying Non-CIC Termination that occurs three months prior to a Change in Control with such vesting effective as of the Change in Control.

Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.

Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting continuation or acceleration in the event of a Qualifying Non-CIC Termination or a Qualifying CIC Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.



Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.

The Company’s Chief People Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief People Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.

If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.

The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.

Section 409A
This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service (or, if earlier, upon your death), unless the settlement of those units is exempt from Section 409A of the Code.

Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.
Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.



Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.
Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you or for which you otherwise render Services (the “Service Recipient”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Service Recipient, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Service Recipient (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Service Recipient. You further acknowledge that the Company and/or the Service Recipient: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Service Recipient, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.

Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Service Recipient; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.




The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Service Recipient’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may need to seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.

Finally, you must pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Law, Company trading policies (including the Company’s Securities Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.




No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Service Recipient or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Service Recipient and shall not interfere with the ability of the Service Recipient to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief People Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.




If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Service Recipient, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of the Recoupment Policy (as defined below); and (q) neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.



Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Compensation Recoupment Policy, as may be amended from time to time, or such other clawback policies as may be adopted by the Company and/or as required under Applicable Law (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Service Recipient.




Data Privacy Notice and Consent
a)Data Collection and Usage. The Company and the Service Recipient collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).
b)Stock Plan Administration Service Providers. The Company will transfer Data to Morgan Stanley Smith Barney LLC and its affiliated company E*TRADE Financial Services, Inc. or its affiliates, which are assisting the Company with the implementation, administration and management of the Plan (collectively, the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.
c)International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).
d)Data Retention. The Company and the Service Recipient will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Service Recipient no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.
e)Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Service Recipient will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.



f) Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.
g) By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.
Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Service Recipient, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Service Recipient may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Service Recipient.

Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Law in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Securities Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.




Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are sufficiently proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by Applicable Law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.

Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.



The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.

This Award Agreement, the Plan and, to the extent it addresses equity, the Severance Agreement constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.


By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.

EX-10.7 8 eqix-q126xexhibit107.htm EX-10.7 Document
Exhibit 10.7
EQUINIX, INC.
2026 GLOBAL ANNUAL INCENTIVE PLAN

(Adopted by the Talent, Culture & Compensation Committee of the Board of Directors
of the Company on February 6, 2026)
PLAN OBJECTIVES
Equinix, Inc., a Delaware corporation (the “Company”), offers the 2026 Global Annual Incentive Plan (the “2026 Annual Incentive Plan”), to certain eligible employees of the Company and its subsidiaries to provide them with the opportunity to participate in Company performance. It is designed to motivate employees to achieve certain Company objectives while providing competitive total rewards for key positions and retaining top talent.
CERTAIN DEFINITIONS
For purposes of the 2026 Annual Incentive Plan, the following terms shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
AFFO – “AFFO” means adjusted funds from operations.
AFFO/Share – “AFFO/Share” means the Company’s AFFO for the current plan year ending December 31, 2026, divided by the weighted average number of diluted shares of common stock outstanding on December 31, 2026, as set forth in the Company’s audited financial statements for the year ended December 31, 2026.
Applicable Accounting Standards – “Applicable Accounting Standards” means Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.
Base Salary – “Base Salary” shall mean, for a Participant other than Executive Staff, the Participant’s total base salary during the Performance Period, and for a Participant who is Executive Staff, the base salary rate that is approved by the Committee for the Participant with respect to the Performance Period.
Board – “Board” shall mean the Board of Directors of the Company.
Bonus Award – “Bonus Award” means a bonus award granted pursuant to the 2026 Annual Incentive Plan entitling the Participant to an award upon attainment of the Performance Goals and the satisfaction of the other terms and conditions set forth herein and in accordance with the provisions of the 2026 Annual Incentive Plan.
Bonus Award Payment – “Bonus Award Payment” means the amount payable to a Participant with respect to the Participant’s Bonus Award, as determined by the Committee in accordance with the section of the 2026 Annual Incentive Plan with the heading “Payment of Awards.”
Bonus Target – “Bonus Target” means a percentage of a Participant’s Base Salary established by the Committee.
Bonus Target Amount – “Bonus Target Amount” means an amount equal to the product of (a) the Participant’s Base Salary, multiplied by (b) the Participant’s Bonus Target.
Code – “Code” means the U.S. Internal Revenue Code of 1986, as amended.



Committee – “Committee” means the Talent, Culture & Compensation Committee with respect to the administration of the 2026 Annual Incentive Plan with respect to Participants who are Executive Staff and means a committee consisting of the Chief Executive Officer of the Company with respect to Participants who are not Executive Staff.
Compensation Committee – “Compensation Committee” means the Talent, Culture and Compensation Committee of the Board.
Eligible Employee – “Eligible Employee” has the meaning ascribed to such term under the headings “Eligibility/Participation; Eligible Employees.”
Executive Staff – “Executive Staff” means an Eligible Employee who has been designated by the Board as a member of the Executive Staff.
Individual Modifier – “Individual Modifier” has the meaning ascribed to such term under the headings “Bonus Awards; Individual Performance Modifier.”
Maximum Goal Factor – “Maximum Goal Factor” means a percentage established by the Committee with respect to a Bonus Award and Performance Period and representing the maximum percentage that may be determined to have been attained as a Performance Goal Attainment Factor (including after application of the Strategic Modifier, if applicable).
Non-Executive Staff – “Non-Executive Staff” means an Eligible Employee who has not been designated by the Board as a member of the Executive Staff.
Participant – “Participant” means an Eligible Employee selected by the Committee to be granted a Bonus Award hereunder.
Participation Period Factor – “Participation Period Factor” means a fraction, the numerator of which is the number of days the Participant was actively employed with the Company (or Company subsidiary) during the Performance Period or employed in a specified position, as applicable, and the denominator of which is the number of days contained in the Performance Period. The Committee, in its sole discretion, may adjust the Participation Period Factor.
Performance Criteria – “Performance Criteria” means any criteria that the Committee determines in its sole discretion, including, without limitation, individual performance or, with respect to the Company, a subsidiary of the Company, or any business unit, division, operating unit, segment or other portion of the Company or one or more subsidiaries, any one or more or any combination of the following: AFFO, AFFO/Share, Environmental, Social, and Governance (“ESG”) metrics, net earnings or net income (before or after taxes), operating income, earnings per share, net sales or revenue growth, adjusted net income, net operating profit or income, return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue), cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment), earnings before or after taxes, interest, depreciation, and/or amortization, gross or operating margins, productivity ratios, share price (including, but not limited to, growth measures and total stockholder return), cost control, margins, operating efficiency, market share, customer satisfaction or employee satisfaction, working capital, management development, succession planning, taxes, depreciation and amortization or economic value added.
Performance Goal – “Performance Goal” has the meaning ascribed to such term under the headings “Bonus Awards; Performance Goals.”
Performance Goal Attainment Factor – “Performance Goal Attainment Factor” means a percentage ranging from 0% to the Maximum Goal Factor representing the rate at which the Performance Goals have been attained, including after application of the Strategic Modifier (if applicable), as determined by the Committee.



Performance Period – “Performance Period” means the fiscal year of the Company over which attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and payment of, a Bonus Award. For purposes of the 2026 Annual Incentive Plan, the Performance Period will begin on January 1, 2026, and end on December 31, 2026. The Committee, in its sole discretion, may adjust the duration of the Performance Period at any time before the term of the originally established Performance Period has expired.
Strategic Modifier – “Strategic Modifier” has the meaning ascribed to such term under the headings “Bonus Awards; Strategic Modifier.”
Tax-Related Items – “Tax-Related Items” means all U.S. and non-U.S. federal, state and local income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to a Participant’s participation in the 2026 Annual Incentive Plan and legally applicable or deemed legally applicable to the Participant.
VP+ Staff – “VP+ Staff” means Eligible Employees at level Vice President or above at the end of the third quarter of the current fiscal year, as determined by the Company.
ELIGIBILITY/PARTICIPATION
Eligible Employees. The Committee, in its sole discretion, may grant a Bonus Award relating to a given Performance Period to one or more individuals meeting the requirements set forth in this section, as the Committee selects (“Eligible Employees”). All full-time and part-time employees of the Company or one of its subsidiaries are eligible to be selected to receive a grant of a Bonus Award under the 2026 Annual Incentive Plan, with the exception of employees participating in another Company incentive plan or Management by Objectives Plan or who have guaranteed income under a collective bargaining agreement and/or are otherwise part of a unionized bargaining unit, unless applicable law requires otherwise. For avoidance of doubt, employees can participate in only one incentive plan at one time.
Employees who are new hires are eligible to be selected to participate in the 2026 Annual Incentive Plan as of their hire date, except that an employee with a start date on or after October 1st (or such other date established by the Committee at the commencement of the Performance Period) following the commencement of the Performance Period will not be eligible to participate in the 2026 Annual Incentive Plan with respect to the ongoing Performance Period. If a Participant begins employment with the Company or one of its subsidiaries following the commencement of the Performance Period, the amount of a Bonus Award Payment, if any, that becomes payable will be pro-rated by multiplying the Bonus Award Payment by the Participation Period Factor. Eligibility to receive a Bonus Award under the 2026 Annual Incentive Plan does not guarantee that the Eligible Employee will actually receive a Bonus Award. Participation in the 2026 Annual Incentive Plan does not imply or guarantee participation in any future annual incentive plans.
Bonus Award Payment Eligibility Requirements. To be eligible to receive the payment of a Bonus Award, a Participant must be employed by the Company or a subsidiary on the date when the Bonus Award is paid pursuant to the section below with the heading “Payment of Awards” (subject only to the subsection below with the heading “Employment Terminations”).
A Participant may be eligible to receive a pro-rated Bonus Award (based on the Participation Period Factor) in the event of the Participant’s death or termination due to disability. In the case of a deceased Participant, any such Bonus Award will be paid to the Participant’s estate.
Notwithstanding anything to the contrary herein, Bonus Awards are entirely discretionary and are not earned by a Participant until the time of payment.
BONUS AWARDS



Award Terms. At the time a Bonus Award is granted pursuant to this section, the Committee shall specify in writing: (a) the Participant’s Bonus Target, (b) the Maximum Goal Factor that may be attained upon the achievement of the Performance Goals established hereunder, including after applicable of the Strategic Modifier, if applicable; (c) the Performance Goal(s) and any applicable adjustments, (d) the goals relating to the Strategic Modifier for VP+ Staff, and (e) a performance incentive pool amount, if any. A Participant’s Bonus Target may be modified by the Company from time to time and at its sole discretion (without any liability), for example, due to changes in the Company’s financials or salary changes, until the end of the Performance Period.
Performance Goals. For the 2026 Annual Incentive Plan, the Performance Goals, which will be based on the following two criteria, will be established prior to the end of the first quarter of the Performance Period by the Compensation Committee based on the operating plan approved by the Board for the Performance Period:
•Revenue
•AFFO/Share
Each Performance Goal will be weighted equally for purposes of determining the amount that may be payable under the Bonus Award. Further, in the case of the VP+ Staff, the Performance Goal Attainment Factor determined based on achievement of the Performance Goals will be subject to a Strategic Modifier which may increase or decrease the Performance Goal Attainment Factor by up to 10% of such Performance Goal Attainment Factor. The goals relating to such Strategic Modifier will be established prior to the end of the first quarter of the Performance Period by the Compensation Committee.
Determining Performance. For the 2026 Annual Incentive Plan, the aggregate amount that may become payable under a Bonus Award with respect to each Performance Goal, and the resulting Performance Goal Attainment Factor based on the weighting and achievement of the Performance Goals, will be determined based on the tables below. Values between levels identified will be interpolated based on a line between the two nearest identified points. For instance, if the attainment of the Revenue Performance Goal is 99% of the target level performance and the attainment of the AFFO/Share Performance Goal is 98% of the target level performance, then (i) 80% of the amount that becomes payable with respect to the Revenue Performance Goal based on attainment at the target level will become payable, (ii) 60% of the amount that becomes payable with respect to the AFFO/Share Performance Goal based on attainment at the target level will become payable, and (iii) the resulting Performance Goal Attainment Factor will be 70%, such that 70% of a Participant’s Bonus Target Amount becomes payable, subject to the Strategic Modifier (if applicable) and the Individual Modifier (if applicable).

Metric
Weighting
Determination
Threshold
Target/Max
Revenue
50%
Performance
95%
100%
Payout
0%
100%
Metric
Weighting
Determination
Threshold
Target
Max
AFFO/Share
50%
Performance
95%
100%
103%
Payout
0%
100%
140%

Minimum Goals. No Bonus Award will become earned or payable if either of the Performance Goals is attained at or below the “Threshold” level of performance.



Strategic Modifier. If the Performance Goals are attained at the minimum threshold level, then for purposes of determining the amount of any Bonus Awards that may be payable to the VP+ Staff, the Performance Goal Attainment Factor determined based on the tables above will be adjusted upward or downward by up to 10% of such Performance Goal Attainment Factor, based on the level of achievement of goals relating to 50% (i) strategic business objectives and 50% (ii) internal specified objectives tied to environmental and/or social metrics, as determined and approved by the Committee (the “Strategic Modifier”) in connection with the adoption of the 2026 Annual Incentive Plan.
Individual Modifier for Non-Executive Staff. For the Non-Executive Staff, the AIP links directly to the GPS Performance system, such that Bonus Awards are linked to a Non-Executive Staff Participant’s impact and value and are intended to reward achievement of key results at both the Company and individual level. A Non-Executive Staff Participant’s performance will also be measured by a talent assessment and calibration process and the Bonus Award payable on achievement of the Performance Goals, as adjusted by the Strategic Modifier (if applicable), may be adjusted upwards or downwards to reflect individual performance (the “Individual Modifier”); provided, however, that the Non-Executive Staff Participant’s Bonus Award Payment is capped at 150% of the maximum amount payable based on achievement of the Performance Goals and the Strategic Modifier goals (if applicable) at the level corresponding to the Maximum Goal Factor.
The degree to which a Participant achieves his/her Bonus Target Amount (e.g., less than, equal to, or greater than the Bonus Target Amount) represents the degree to which both the Participant and the Company achieve the Performance Goals and the goals relating to the Strategic Modifier (if applicable), as well as, in the case of Non-Executive Staff, the Participant’s individual performance, subject in all cases to the discretion of the Committee as set forth below under the headings “Payment of Awards; Performance Goal Attainment Factor Modifications.”
Adjustments to Performance Goal Attainment. The Committee, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to the determination of the attainment of one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in Applicable Accounting Standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions or joint ventures; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; (xix) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (xx) items relating to foreign exchange or currency transactions and/or fluctuations; or (xxi) items relating to any other unusual, infrequently occurring or nonrecurring events or changes in applicable law or business conditions. The Committee may make such adjustments to the determination of attainment of one or more of the Performance Goal as the Committee in its sole discretion deems appropriate.



Adjustments for Changes in Employment Position. The amount of a Bonus Award will be pro-rated based on the number of days a Participant serves in a given position during the Performance Period. For example, if a Participant is promoted from Senior Manager to Director, the amount of his/her Bonus Award will be calculated based upon the number of days the Participant served in each position. As another example, if a Participant is promoted from a non-commissioned position to a commissioned position, the amount of his/her Bonus Award will be pro-rated based on the number of days served in a non-commissioned position. If, in connection with a Participant’s change in employment positions, the Bonus Target allocated to the new position is different than the Bonus Target allocated to the former position, then the amount of the Bonus Award Payment, if any, that becomes payable will be equal to the sum of (a) the Bonus Award Payment calculated based on the Bonus Target applicable prior to the change in the employment position, multiplied by the Participation Period Factor, plus (b) the Bonus Award Payment calculated based on the Bonus Target applicable following the change in the employment position, multiplied by the Participation Period Factor.
Adjustments for Leave of Absence. In accordance with the leave of absence policy applicable to the Participant, the amount of the Bonus Award will be pro-rated based on the number of days during a Performance Period a Participant was on a leave of absence, if the leave of absence has been determined by the Company, in its sole discretion, to be subject to proration, subject to compliance with applicable laws.
PAYMENT OF AWARDS
Performance Goal Attainment Factor Determination. Following the completion of the Performance Period, the Committee, in its sole discretion, shall determine whether the applicable Performance Goals were achieved for the Performance Period to which the Bonus Award relates, and for VP+ Staff, the level of achievement of the goals relating to the Strategic Modifier, and the resulting Performance Goal Attainment Factor with respect to such Bonus Award.
Performance Goal Attainment Factor Modifications. In determining the amount payable to a Participant with respect to the Participant’s Bonus Award, the Committee shall retain the right, in its sole discretion, to modify the Performance Goal Attainment Factor (resulting in a reduction, an increase or elimination (including to zero) of, the amount otherwise payable under the Bonus Award) to take into account recommendations of the Chief Executive Officer of the Company and/or such additional factors including qualitative factors, if any, that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period.
Timing of Payment. Unless otherwise determined by the Committee, the Bonus Award, if any, shall be paid as soon as practicable after the Committee determines that the Performance Goals and any other applicable goals specified for such Bonus Award were in fact satisfied. To the extent applicable, it is intended that payment will be made no later than required to ensure that no amount paid or to be paid hereunder shall be subject to the provisions of Section 409A(a)(1)(B) of the Code and all payments are intended to be eligible for the short-term deferral exception to Section 409A of the Code.
Form of Payment; Tax Withholding. Each Bonus Award, if any, shall be paid in cash in a single lump sum. The Company or a subsidiary, as applicable, shall satisfy any withholding obligations for required Tax-Related Items by withholding applicable amounts from the Bonus Award Payment. The Bonus Award Payment will be determined by the Company in U.S. dollars but may be paid to Participants outside the United States in local currency, following conversion of the amount payable using an exchange rate selected by the Company, in its discretion and as may be required by applicable laws.



Employment Terminations. Subject to applicable laws, if a Participant’s employment with the Company (or any of its subsidiaries, as applicable) is terminated for any reason other than death or disability prior to payment of any Bonus Award Payment, he/she will not be eligible to receive payment of the Bonus Award Payment (in whole or in part), and all of the Participant’s rights under the 2026 Annual Incentive Plan shall terminate and the Participant shall not have any right to receive any further payments with respect to any Bonus Award granted under the 2026 Annual Incentive Plan. The Committee, in its discretion, may determine whether a pro-rata portion of the Participant’s Bonus Award under the Plan (based on the Participation Period Factor) should be paid if the Participant’s employment has been terminated by reason of death or disability, subject to applicable laws.
PLAN ADMINISTRATION
Committee. The 2026 Annual Incentive Plan shall be administered by the Compensation Committee with respect to Participants who are Executive Staff and shall be administered by a committee consisting of the Chief Executive Officer with respect to Participants who are not Executive Staff. The Chief Executive Officer may delegate any aspect of the administration of the Plan with respect to Participants who are not Executive Staff to any other person or body, subject to applicable law.
Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the 2026 Annual Incentive Plan in accordance with its provisions. The Committee shall have the power to interpret the 2026 Annual Incentive Plan, and to adopt such rules for the administration, interpretation, and application of the 2026 Annual Incentive Plan as are consistent therewith and to interpret, amend or revoke any such rules. In its absolute discretion, the Board may at any time and from time-to-time exercise any and all rights and duties of the Committee under the 2026 Annual Incentive Plan.
Determinations of the Committee or the Board. All actions taken and all interpretations and determinations made by the Committee or the Board shall be final and binding upon all Participants, the Company, and all other interested persons. No members (or former members) of the Committee or the Board shall be personally liable for any action, inaction, determination or interpretation made in good faith with respect to the 2026 Annual Incentive Plan or any Bonus Award, and all members of the Committee and the Board shall be fully protected by the Company in respect of any such action, determination or interpretation.
AMENDMENT, SUSPENSION OR TERMINATION OF 2026 ANNUAL INCENTIVE PLAN
The 2026 Annual Incentive Plan is discretionary in nature, and the Committee (or the Board) may suspend, modify or terminate the 2026 Annual Incentive Plan at any time or from time to time without advance notice and without any liability to the Company, whatsoever.
MISCELLANEOUS
Recovery of Erroneously Awarded Compensation.  If the Participant is now or is hereafter subject to the Equinix, Inc. Compensation Recoupment Policy, as may be amended from time to time, or such other clawback policies as may be adopted by the Company and/or as required by applicable laws or listing standards or in other similar circumstances (collectively, the “Recoupment Policies”), then any Bonus Award and any Bonus Award Payments are subject to recovery by the Company under the circumstances set out in the applicable Recoupment Policy, as in effect from time to time or as otherwise determined appropriate by the Compensation Committee or required by applicable laws, listing standards or other legal requirements. Subject to applicable laws, the Participant expressly consents to the recovery of the Bonus Award and any Bonus Award Payment, as set out in the Recoupment Policies or as otherwise determined appropriate by the Compensation Committee. No recovery of compensation as described in this section will be an event giving rise to any right the Participant may have to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company or any of its subsidiary or affiliates.




No Employment Guarantee. Nothing in the 2026 Annual Incentive Plan shall interfere with or limit in any way the right of the Company or any of its subsidiaries, as applicable, to terminate any Participant’s employment or service at any time. Except to the extent provided by applicable law or pursuant to a written agreement between the Participant and the Company or its subsidiary or affiliate, employment with the Company or its subsidiary or affiliates is on an at-will basis only. Nothing in this 2026 Annual Incentive Plan shall constitute or shall be construed as an employment agreement between a Participant and the Company or any of its subsidiaries.
General Creditor Status. Each Bonus Award that may become payable under the 2026 Annual Incentive Plan shall be paid solely from the general assets of the Company. No amounts awarded or accrued under the 2026 Annual Incentive Plan shall be funded, set aside, subject to interest payment or otherwise segregated prior to payment of a Bonus Award. The obligation to pay Bonus Awards under the 2026 Annual Incentive Plan shall at all times be an unfunded and unsecured obligation of the Company. Participants shall have the status of general creditors of the Company. Any Bonus Award payable under the 2026 Annual Incentive Plan is voluntary, discretionary, and occasional and does not create any contractual or other right to receive grants in future years or benefits in lieu of such awards. Any Bonus Award payable under the 2026 Annual Incentive Plan does not constitute an acquired right nor a guaranteed payment.
Governing Law; Venue. The 2026 Annual Incentive Plan and all Bonus Awards shall be construed in accordance with and governed by the laws of the State of California, without regard to their conflict-of-law provisions or principles that might otherwise refer construction or interpretation of the 2026 Annual Incentive Plan to the substantive law of another jurisdiction. Unless otherwise provided in a Bonus Award, recipients of a Bonus Award under the 2026 Annual Incentive Plan are deemed to submit to the exclusive jurisdiction and venue of the Federal or state courts of the State of California, to resolve any and all issues that may arise out of or relate to the 2026 Annual Incentive Plan or any related Bonus Award.
Not Pensionable Salary. Any payment for Bonus Awards made under the 2026 Annual Incentive Plan will not form part of a Participant’s pensionable salary or form any part of the Participant’s wages or compensation for any other benefit or perquisite, except as otherwise required by applicable law.
Nonalienation of Benefits. Except as expressly provided herein, no Participant or his beneficiaries shall have the power or right to transfer, anticipate, or otherwise encumber the Participant’s interest under the 2026 Annual Incentive Plan. The provisions of the 2026 Annual Incentive Plan shall inure to the benefit of each Participant and his beneficiaries, heirs, executors, administrators, or successors in interest.
Severability. If any provision of this 2026 Annual Incentive Plan is held invalid or unenforceable, the invalidity or unenforceability shall not affect the remaining parts of the 2026 Annual Incentive Plan, and the 2026 Annual Incentive Plan shall be enforced and construed as if such provision had not been included.
No Waiver. The Participant acknowledges that any failure by the Company to enforce any right hereunder shall not constitute a continuing waiver of the same or a waiver of any other right hereunder.
Language. The Participant acknowledges and represents that he or she is sufficiently proficient in the English language or has consulted with an advisor who is sufficiently proficient in English, as to allow the Participant to understand the terms of this 2026 Annual Incentive Plan and any other documents related to the 2026 Annual Incentive Plan. If the Participant has received this 2026 Annual Incentive Plan or any other document related to the 2026 Annual Incentive Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control, unless otherwise prescribed by applicable local law.    
No Advice Regarding Bonus Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the 2026 Annual Incentive Plan. The Participant should consult with his or her own personal tax, legal and financial advisors regarding participation in the 2026 Annual Incentive Plan before taking any action related to the 2026 Annual Incentive Plan.



Section 409A. This 2026 Annual Incentive Plan may be amended at any time, without the consent of any party, to avoid the application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A of the Code, but the Company shall not be under any obligation to make any such amendment. Nothing in the 2026 Annual Incentive Plan shall provide a basis for any person to take action against the Company or any subsidiary or affiliate based on matters covered by Section 409A of the Code, including the tax treatment of any amount paid or Bonus Award made under the 2026 Annual Incentive Plan, and neither the Company nor any of its subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his estate or any other party for any taxes, penalties or interest due on amounts paid or payable under the 2026 Annual Incentive Plan, including taxes, penalties or interest imposed under Section 409A of the Code.
Appendix. The 2026 Annual Incentive Plan shall be subject to the special and/or additional terms and conditions set forth in the Appendix A for the Participant’s jurisdiction, if any. The Appendix A forms part of this 2026 Annual Incentive Plan. Moreover, if the Participant relocates to or is considered a resident of one of the jurisdictions included in the Appendix A, the special and/or additional terms and conditions for such jurisdiction will apply to the Participant to the extent the Company, in its discretion, determines that application of such terms and conditions is necessary or advisable for legal or administrative reasons.
Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant's participation in the 2026 Annual Incentive Plan and on the Bonus Award, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Effective Date. The 2026 Annual Incentive Plan shall be effective as of January 1, 2026 (the “Plan Effective Date”). The Committee may grant Bonus Awards at any time on or after the Plan Effective Date.
This 2026 Annual Incentive Plan prevails in the case of and replaces any other 2026 Annual Incentive Plan for U.S. or Non-U.S. Employees, whether oral or written, with respect to the granting of the Bonus Award referred to herein.



APPENDIX A
2026 GLOBAL ANNUAL INCENTIVE PLAN
JURISDICTION SPECIFIC PROVISIONS

Capitalized terms used, but not defined herein, shall have the same meanings assigned to them in the 2026 Annual Incentive Plan.
This Appendix A includes special and/or additional terms and conditions applicable to Participants in the jurisdictions listed below. This Appendix A forms part of the 2026 Annual Incentive Plan and its terms and conditions replace and/or are in addition to those set forth in the 2026 Annual Incentive Plan.
In addition, this Appendix A may include information related to certain exchange control or other obligations in connection with the 2026 Annual Incentive Plan. Any such information set forth below is general in nature and may not apply to the Participant's particular situation and the Company is not in a position to assure the Participant of any particular result. Also, the laws on which such information included in this Appendix A is based are often complex and change frequently. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant's jurisdiction may apply to his or her situation.
Finally, if the Participant is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working and/or residing, transfers employment and/or residency after commencing participation in the 2026 Annual Incentive Plan, or is considered resident of another jurisdiction for local law purposes, the information contained herein may not be applicable to the Participant and the Company shall, in its discretion, determine to what extent the special and/or additional terms and conditions contained herein shall apply.
BRAZIL
The below provisions replace the Bonus Award Payment Eligibility Requirements subsection of the 2026 Annual Incentive Plan:
Bonus Award Payment Eligibility Requirements. A Participant may not be considered eligible to receive the payment of a Bonus Award under the 2026 Annual Incentive Plan if any of the following circumstances applies during 2026, subject to any minimum requirements under the employment or labor standards legislation/regulations applicable to the Participant’s employment agreement:
•he/she is on a Performance Improvement Plan (PIP) and does not achieve a Good Standing assessment at the end of the Performance Period (December 31st), as per the Company’s objective criteria for evaluation of the PIP; or
•he/she has received notice of termination of employment, with cause (as detailed below), from the Company or a subsidiary.
In the event that the Participant is under a PIP and achieves a Good Standing assessment at the end of the Performance Period (December 31st), as per Company’s objective criteria of the PIP, he/she will be eligible for a Bonus Award determination subject to the terms of the 2026 Annual Incentive Plan.



Termination with cause is possible if any of the following circumstances described in Article 482 of the Brazilian Labor Code are met: (a) performance of any dishonest act; (b) lack of self-restraint and improper conduct; (c) regularly doing business without permission of the employer, when the same is in competition with the enterprise of the employer and is prejudicial for the employee's activities; (d) criminal sentence of the employee, in final judgment, provided that the execution of the penalty has not been suspended; sloth by the employee in the execution of his/her duties; (e) usual drunkenness or drunkenness during working hours; (f) violation of the company's secrets; (g) act of insubordination; (h) abandonment of employment; (i) act injurious to the honor or reputation of any person, practiced during the working hours, as well as any physical violence practiced under the same conditions, except in case of legitimate defense; (j) act injurious to the honor or reputation of the employer or the employee's superiors, as well as any physical violence towards them, except in case of legitimate defense; (k) constant gambling; (l) practice of acts against the national security duly evidenced by administrative investigation; and (m) loss of a legally established qualification needed to exercise the employee's profession, such as a driver's license, due to the employee's intentional misconduct.
The below provision replaces the Employment Terminations subsection of the 2026 Annual Incentive Plan:
Employment Terminations. The Participant will not be eligible to receive the payment of any Bonus Award if the Participant is terminated with cause (as described above). If the Participant resigns or is terminated without cause, he/she will be eligible for payment of a pro-rata portion of any Bonus Award (based on the Participation Period Factor), as determined by the Committee in its discretion. In case of termination due to death or disability, the Committee, in its discretion, may determine whether a pro-rata portion of the Participant’s Bonus Award (based on the Participation Period Factor) should be paid, subject to applicable laws.
CANADA
The below provisions replace the Bonus Award Payment Eligibility Requirements subsection of the 2026 Annual Incentive Plan:
Bonus Award Payment Eligibility Requirements. To be eligible to earn or receive the payment of a Bonus Award, a Participant must be actually employed by the Company or a subsidiary on the date when the Bonus Award is paid pursuant to the section below with the heading “Payment of Awards” (subject only to the subsection below with the heading “Employment Terminations”).
For purposes of the 2026 Annual Incentive Plan, a period of “actual employment” or a period during which a Participant is “actually employed” shall not include any period during which payment in lieu of notice, termination pay, severance pay or similar compensation or damages in lieu thereof are provided or required to be provided, whether based on a written employment agreement, statute, the common or civil law, save and except for as expressly and minimally required under the employment or labour standards legislation applicable in the province where the Participant works (the “Employment Standards Legislation”) or other applicable legislation.
A Participant may be eligible to receive a pro-rated Bonus Award (based on the Participation Period Factor) in the event of the Participant’s death or termination due to disability. In the case of a deceased Participant, any such Bonus Award will be paid to the Participant’s estate.
Notwithstanding anything to the contrary herein, Bonus Awards are entirely discretionary and are not earned by a Participant until the time of payment.
The below provisions replace the Employment Terminations subsection of the 2026 Annual Incentive Plan:
Employment Terminations. Except as expressly and minimally required by the Employment Standards Legislation:



•if a Participant is no longer actually employed by the Company (or any of its subsidiaries, as applicable), on the date of a Bonus Award Payment, for any reason other than death or disability (regardless of whether the reason for the Participant's termination is lawful or unlawful), then he/she will not earn or be entitled to receive payment of the Bonus Award Payment (in whole or in part) or any compensation in lieu of the lost Bonus Award; and
•all of the Participant’s rights under the 2026 Annual Incentive Plan shall terminate when he/she is no longer actually employed and the Participant shall not have any right to receive any further payments with respect to any Bonus Award granted under the 2026 Annual Incentive Plan, or compensation in lieu of lost payments or participation in the 2026 Annual Incentive Plan.
For avoidance of doubt, if the Employment Standards Legislation requires the Company or a subsidiary, as applicable, to continue a Participant’s participation in the 2026 Annual Incentive Plan during a statutory notice period, then the Participant’s participation will end on the last day of the Participant’s minimum statutory notice period and the Participant will not earn or be entitled to any further Bonus Award Payment (in whole or in part), or compensation in lieu of lost Bonus Award, payable after that date.
The Committee, in its discretion, may determine whether a pro-rata portion of the Participant’s Bonus Award under the Plan (based on the Participation Period Factor) should be paid if the Participant’s employment has been terminated by reason of death or disability, subject to applicable laws.
The below provision replaces the No Employment Guarantee subsection of the 2026 Annual Incentive Plan:
No Employment Guarantee. Nothing in the 2026 Annual Incentive Plan shall interfere with or limit in any way the right of the Company or any of its subsidiaries, as applicable, to terminate any Participant’s employment or service with or without cause, and with or without notice. Except to the extent provided by applicable law or pursuant to a written agreement between the Participant and the Company or its subsidiary or affiliate, employment with the Company or its subsidiary or affiliates may be terminated by either party. Nothing in this 2026 Annual Incentive Plan shall constitute or shall be construed as an employment agreement between a Participant and the Company or any of its subsidiaries.
The below provision replaces the Governing Law; Venue subsection of the 2026 Annual Incentive Plan:
Governing Law; Venue. The 2026 Annual Incentive Plan and all Bonus Awards shall be construed in accordance with and governed by the laws of the province where the Participant works, without regard to their conflict-of-law provisions or principles that might otherwise refer construction or interpretation of the 2026 Annual Incentive Plan to the substantive law of another jurisdiction. Unless otherwise provided in a Bonus Award or applicable legislation, recipients of a Bonus Award under the 2026 Annual Incentive Plan are deemed to submit to the exclusive jurisdiction of the courts of the province where the Participant works, to resolve any and all issues that may arise out of or relate to the 2026 Annual Incentive Plan or any related Bonus Award.
The below provision replaces the Not Pensionable Salary subsection of the 2026 Annual Incentive Plan:
Not Pensionable Earnings. Any payment for Bonus Awards made under the 2026 Annual Incentive Plan will not form part of a Participant’s pensionable earnings or form any part of the Participant’s wages or compensation for any other benefit or perquisite, including but not limited to any termination pay entitlement, except as otherwise minimally required by the Employment Standards Legislation or applicable pension-related legislation.
The following provision applies to Participants working or residing in the province of Quebec:
Language: A French translation of the 2026 Annual Incentive Plan will be made available to the Participant as soon as reasonably practicable. Unless the Participant indicates otherwise, the French translation of the 2026 Annual Incentive Plan will govern the Participant's participation in the 2026 Annual Incentive Plan.



CHILE
The below provision supplements the Recovery of Erroneously Awarded Compensation subsection of the 2026 Annual Incentive Plan:
In accordance with Article 58 of the Chilean Labor Code and solely for purposes of recovering amounts that were unduly paid to the Participant under the 2026 Annual Incentive Plan (including administrative or calculation errors, mistaken duplication of payments, or similar errors not attributable to the Participant’s performance), the Participant hereby expressly authorizes the Company to deduct such undue amounts from:
1.    the Participant’s monthly remuneration (subject to statutory limits), and/or
2.    any amounts payable upon termination of employment, including the statutory final settlement (“finiquito”), where no statutory percentage limit applies.
Any deduction applied against monthly remuneration may not exceed the maximum permitted by Chilean law.
This clause supplements, and does not limit, the Recoupment Policies described in the 2026 Annual Incentive Plan. To the extent that enforcement of the Recoupment Policies conflicts with mandatory Chilean labor law, the Recoupment Policies shall apply only to the extent permissible under Chilean law.
COLOMBIA
The below provision supplements the MISCELLANEOUS section of the 2026 Annual Incentive Plan:
Non-Salary Nature. The Bonus Award Payments a Participant may receive under the 2026 Annual Incentive Plan are of non-salary nature and, therefore, will not be considered when calculating or paying fringe benefits, vacation pay, indemnities, severance payments, or any other labor-related accruals calculated based on salary. Additionally, these Bonus Award Payments will not be included in the income base for calculating and paying contributions to the Social Protection System, except as required under Article 30 of Law 1393 of 2010.
FINLAND
The below provision replaces the Eligible Employees subsection of the 2026 Annual Incentive Plan:
Eligible Employees. The Committee, in its sole discretion, may grant a Bonus Award relating to a given Performance Period to one or more individuals meeting the requirements set forth in this section, as the Committee selects (“Eligible Employees”). All full-time and part-time employees of the Company or one of its subsidiaries are eligible to be selected to receive a grant of a Bonus Award under the 2026 Annual Incentive Plan, with the exception of employees participating in another Company incentive plan or Management by Objectives Plan. For avoidance of doubt, employees can participate in only one incentive plan at one time.
Employees who are new hires are eligible to be selected to participate in the 2026 Annual Incentive Plan as of their hire date, except that an employee with a start date on or after October 1st (or such other date established by the Committee at the commencement of the Performance Period) following the commencement of the Performance Period will not be eligible to participate in the 2026 Annual Incentive Plan with respect to the ongoing Performance Period. If Participant begins employment with the Company or one of its subsidiaries following the commencement of the Performance Period, the amount of a Bonus Award Payment, if any, that becomes payable will be pro-rated by multiplying the Bonus Award Payment by the Participation Period Factor. Eligibility to receive a Bonus Award under the 2026 Annual Incentive Plan does not guarantee that the Eligible Employee will actually receive a Bonus Award. Participation in the 2026 Annual Incentive Plan does not imply or guarantee participation in any future annual incentive plans.
MEXICO



The below provision supplements the Bonus Award definition of the 2026 Annual Incentive Plan:
Profit Sharing. The amount, if any, that the Participant is entitled to receive for profit sharing referred to in Article 127 of the Federal Labor Law (“PTU”) corresponding to the Fiscal Year 2026 will be taken into consideration as part of the formula to determine the Bonus Award to be paid under the 2026 Annual Incentive Plan to the Participant. In particular, the Bonus Award will be offset by any amount the Participant is entitled to receive as PTU, as described below:
(i)    Amount determined to be paid to the Participant in accordance with the criteria set forth in this 2026 Annual Incentive Plan,
(ii)    (- less) the amount payable for PTU for the FY 2026
(iii)     (= equal) Bonus Award to be paid to the Participant.
For the avoidance of doubt, in the event that the application of such formula results in a balance in favor of the Participant, the Company will pay such amount as Bonus Award pursuant to the terms set forth in this 2026 Annual Incentive Plan, in Mexican Pesos, and subject to applicable tax withholdings. In the event that the application of such formula results in a negative balance, the Participant shall not be eligible to receive any amount under the 2026 Annual Incentive Plan as Bonus Award.
The below provision replaces the Timing of Payment subsection of the 2026 Annual Incentive Plan:
Timing of Payment. The Bonus Award that the Participant is entitled to receive pursuant to the terms of the 2026 Annual Incentive Plan (after application of the above provisions in this Appendix A for Mexico) will be paid to the Participant on or before the end of May 2027.
NIGERIA
The below provision replaces the Employment Terminations subsection of the 2026 Annual Incentive Plan:
Employment Terminations. Subject to applicable laws, if a Participant’s employment with the Company (or any of its subsidiaries, as applicable) is terminated for any reason other than death or disability prior to payment of any Bonus Award Payment, he/she will not be eligible to receive payment of the Bonus Award Payment (in whole or in part) and the Participant shall not have any right to receive any further payments with respect to any Bonus Award granted under the 2026 Annual Incentive Plan. The Committee, in its discretion, may determine whether a pro-rata portion of the Participant’s Bonus Award under the Plan (based on the Participation Period Factor) should be paid if the Participant’s employment has been terminated by reason of death or disability, subject to applicable laws.
PERU
The below provisions supplement the Performance Goal Attainment Factor Modifications subsection of the 2026 Annual Incentive Plan:
Any modification to the Performance Goal Attainment Factor will be determined on an objective basis by the Company.
The below provisions supplement the Recovery of Erroneously Awarded Compensation subsection of the 2026 Annual Incentive Plan:
If a Participant is subject to a requirement to repay the Bonus Award, the Participant expressly authorizes the employer entity to recover the payment by deducting it from the Participant's salary or other compensation. The Participant agrees that he or she will sign any documents required to recover the payment.



Such recovery shall not amount to nor be construed as harassment or any similar treatment. The Participant agrees that recovery of the Bonus Award does not justify a claim of wrongful termination nor damages of any kind.
The below provision replaces the Governing Law; Venue subsection of the 2026 Annual Incentive Plan:
Governing Law; Venue. The 2026 Annual Incentive Plan and all Bonus Awards shall be construed in accordance with and governed by the laws of Peru. Recipients of a Bonus Award under the 2026 Annual Incentive Plan are deemed to submit to the exclusive jurisdiction of the courts of the Judicial District of Lima Peru, to resolve any and all issues that may arise out of or relate to the 2026 Annual Incentive Plan or any related Bonus Award.
The below provision replaces the Not Pensionable Salary subsection of the 2026 Annual Incentive Plan:
Pensionable Earnings. Any payment in cash for Bonus Awards made under the 2026 Annual Incentive Plan will form part of a Participant’s pensionable earnings.
The below provision supplements the Bonus Award definition of the 2026 Annual Incentive Plan:
In the event that the Participant is entitled by law to receive a profit sharing payment, the amount of the Bonus Award shall be reduced by the amount of the profit sharing payment paid or payable to the Participant in the applicable fiscal year.
If the amount to be paid as profit sharing were higher than the Bonus Award, the Company will only pay the former.

POLAND

The below provisions supplement the Bonus Award Payment Eligibility Requirements subsection of the 2026 Annual Incentive Plan:
A Participant may not be considered eligible to receive the payment of a Bonus Award under the 2026 Annual Incentive Plan if any of the following circumstances applies during 2026, subject to any minimum requirements under applicable employment or labor standards legislation:
•The Participant is on a Performance Improvement Plan (PIP) and does not achieve a Good Standing assessment at the end of the Performance Period (December 31st), as per the Company’s objective criteria for evaluation of the PIP; or
•The Participant has received notice of termination of employment with cause (termination with immediate effect due to the employee's fault under Article 52 § 1 of the Polish Labor Code) from the Company or a subsidiary or committed an action during authorizing the Company or a subsidiary to serve such a notice.
In the event that the employee is under a PIP and achieves a Good Standing assessment at the end of the Performance Period (December 31st), as per Company’s objective criteria of the PIP, he/she will be eligible to receive the payment of a Bonus Award under the 2026 Annual Incentive Plan.
The below provision supplements the Recovery of Erroneously Awarded Compensation subsection of the 2026 Annual Incentive Plan:
If a Participant is subject to a requirement to repay the Bonus Award, the Participant agrees that he or she will sign any documents required to recover the payment, as needed.
PORTUGAL



The below provision replaces the Eligible Employees subsection of the 2026 Annual Incentive Plan:
Eligible Employees. The Committee, in its sole discretion, may grant a Bonus Award relating to a given Performance Period to one or more individuals meeting the requirements set forth in this section, as the Committee selects (“Eligible Employees”). All full-time and part-time employees of the Company or one of its subsidiaries are eligible to be selected to receive a grant of a Bonus Award under the 2026 Annual Incentive Plan, with the exception of employees participating in another Company incentive plan or Management by Objectives Plan or who have guaranteed incentive / performance-based income under a collective bargaining agreement and/or are otherwise part of a unionized bargaining unit with similar incentives. For avoidance of doubt, employees can participate in only one incentive plan at one time.
Employees who are new hires are eligible to be selected to participate in the 2026 Annual Incentive Plan as of their hire date, except that an employee with a start date on or after October 1st (or such other date established by the Committee at the commencement of the Performance Period) following the commencement of the Performance Period will not be eligible to participate in the 2026 Annual Incentive Plan with respect to the ongoing Performance Period. If Participant begins employment with the Company or one of its subsidiaries following the commencement of the Performance Period, the amount of a Bonus Award Payment, if any, that becomes payable will be pro-rated by multiplying the Bonus Award Payment by the Participation Period Factor. Eligibility to receive a Bonus Award under the 2026 Annual Incentive Plan does not guarantee that the Eligible Employee will actually receive a Bonus Award. Participation in the 2026 Annual Incentive Plan does not imply or guarantee participation in any future annual incentive plans.
SAUDI ARABIA
The below provision supplements the MISCELLANEOUS section of the 2026 Annual Incentive Plan:
For the avoidance of doubt, any Bonus Awards and Bonus Award Payments do not form part of a Participant's wage when calculating any end of service award.
SPAIN
The below provision replaces the Eligible Employees subsection of the 2026 Annual Incentive Plan:
Eligible Employees. The Committee, in its sole discretion, may grant a Bonus Award relating to a given Performance Period to one or more individuals meeting the requirements set forth in this section, as the Committee selects (“Eligible Employees”). All full-time and part-time employees of the Company or one of its subsidiaries are eligible to be selected to receive a grant of a Bonus Award under the 2026 Annual Incentive Plan, with the exception of employees participating in another Company incentive plan or Management by Objectives Plan or who have guaranteed incentive / performance-based income under a collective bargaining agreement and/or are otherwise part of a unionized bargaining unit with similar incentives. For avoidance of doubt, employees can participate in only one incentive plan at one time.
Employees who are new hires are eligible to be selected to participate in the 2026 Annual Incentive Plan as of their hire date, except that an employee with a start date on or after October 1st (or such other date established by the Committee at the commencement of the Performance Period) following the commencement of the Performance Period will not be eligible to participate in the 2026 Annual Incentive Plan with respect to the ongoing Performance Period. If Participant begins employment with the Company or one of its subsidiaries following the commencement of the Performance Period, the amount of a Bonus Award Payment, if any, that becomes payable will be pro-rated by multiplying the Bonus Award Payment by the Participation Period Factor. Eligibility to receive a Bonus Award under the 2026 Annual Incentive Plan does not guarantee that the Eligible Employee will actually receive a Bonus Award. Participation in the 2026 Annual Incentive Plan does not imply or guarantee participation in any future annual incentive plans.



The below provision supplements the Bonus Award Payment Eligibility Requirements subsection of the 2026 Annual Incentive Plan:
Participant will not be entitled to any payment of a Bonus Award under the 2026 Annual Incentive Plan if Participant is not employed on the date of payment, including, without limitation, if Participant's employment is terminated due to resignation or with "Cause." Cause for these purposes is defined as a termination due to the employee's underperformance, breach of the company's policies and/or code of conduct, breach of the employment contract obligations by Participant, redundancy of their job position and/or termination of the contract by Participant under sections 40 or 41 of the Spanish Labor Act, irrespective of whether the termination is considered "fair" (procedente) or not for any other purposes.
SWITZERLAND
The below provision supplements the Bonus Award Payment Eligibility Requirements subsection of the 2026 Annual Incentive Plan:
A Participant may not be considered eligible to receive the payment of a Bonus Award under the 2026 Annual Incentive Plan if the Participant has given or received notice of termination of employment prior to the payment date of the Bonus Award.
UNITED KINGDOM
The below provision replaces the Eligible Employees subsection of the 2026 Annual Incentive Plan:
Eligible Employees. The Committee, in its sole discretion, may grant a Bonus Award relating to a given Performance Period to one or more individuals meeting the requirements set forth in this section, as the Committee selects (“Eligible Employees”). All full-time and part-time employees of the Company or one of its subsidiaries are eligible to be selected to receive a grant of a Bonus Award under the 2026 Annual Incentive Plan, with the exception of employees participating in another Company incentive plan or Management by Objectives Plan or who have guaranteed incentive / performance-based income under a collective bargaining agreement and/or are otherwise part of a unionized bargaining unit with similar incentives. For avoidance of doubt, employees can participate in only one incentive plan at one time.
Employees who are new hires are eligible to be selected to participate in the 2026 Annual Incentive Plan as of their hire date, except that an employee with a start date on or after October 1st (or such other date established by the Committee at the commencement of the Performance Period) following the commencement of the Performance Period will not be eligible to participate in the 2026 Annual Incentive Plan with respect to the ongoing Performance Period. If Participant begins employment with the Company following the commencement of the Performance Period, the amount of a Bonus Award Payment, if any, that becomes payable will be pro-rated by multiplying the Bonus Award Payment by the Participation Period Factor. Eligibility to receive a Bonus Award under the 2026 Annual Incentive Plan does not guarantee that the Eligible Employee will actually receive a Bonus Award. Participation in the 2026 Annual Incentive Plan does not imply or guarantee participation in any future annual incentive plans.
The below provision supplements the Bonus Award Payment Eligibility Requirements subsection of the 2026 Annual Incentive Plan:
A Participant may not be considered eligible to receive the payment of a Bonus Award under the 2026 Annual Incentive Plan if the Participant has given or received notice of termination of employment prior to the payment date of the Bonus Award.
UNITED STATES
The below provision replaces the Bonus Award definition of the 2026 Annual Incentive Plan:



Bonus Award – “Bonus Award” means a bonus award granted pursuant to the 2026 Annual Incentive Plan entitling the Participant to cash, shares of Common Stock, or RSUs under the Equity Incentive Plan upon attainment of the Performance Goal(s) and the satisfaction of the other terms and conditions set forth herein and in accordance with the provisions of the 2026 Annual Incentive Plan.
The below provisions supplement the CERTAIN DEFINITIONS section of the 2026 Annual Incentive Plan:
Common Stock – “Common Stock” means the common stock, par value $0.001 per share, of the Company.
Equity Incentive Plan – “Equity Incentive Plan” means the Equinix, Inc. 2020 Equity Incentive Plan, as amended, or any successor plan thereto.
RSUs – “RSUs” mean restricted stock units under the Equity Incentive Plan, which shall be fully vested upon their date of grant and shall be paid in shares of the Company’s Common Stock pursuant to the “Timing of Payment” and other provisions of the section below with the heading “Payment of Awards.” For avoidance of doubt, for purposes of Bonus Awards payable in RSUs, payment of the Bonus Award hereunder shall mean the grant of such RSUs by the Committee, with payment of the RSUs to be made in the form of Common Stock on or as soon as practicable after the RSU grant date pursuant to the short-term deferral exception to Section 409A of the Code.
U.S. Senior Staff – “U.S. Senior Staff” means U.S. senior staff at level Senior Director and above in such roles at the end of the third quarter of the current fiscal year.
The below provisions replace the Form of Payment; Tax Withholding subsection of the 2026 Annual Incentive Plan:
Form of Payment; Tax Withholding.
Payments to U.S. Senior Staff. Each Bonus Award to a U.S. Senior Staff member shall be paid in the form of RSUs under the Equity Incentive Plan, with the number of RSUs granted determined by dividing the Bonus Award Payment otherwise payable to such individual hereunder (in U.S. dollars) by the closing price of the Company’s Common Stock on the date that the RSUs are granted (rounded down to the nearest whole number of RSUs), as approved by the Committee.
Payment of such RSUs is subject to all required Tax-Related Items withholding, which will be satisfied by withholding from the proceeds of the sale of the portion of the shares of Common Stock to be delivered under the RSUs as is necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (the “Mandatory Sale”). No Participant may exercise control over the timing of such Mandatory Sale. Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction, or if applicable, would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934 (the “Exchange Act),” then the Company and/or the Participant's employer, or their respective agents, at their discretion, may satisfy applicable withholding obligations for Tax-Related Items by (i) withholding from the Participant’s wages or other cash compensation payable to the Participant or (ii) withholding in shares of Common Stock to be issued upon payment of the RSUs, as approved by the Committee in the case of any Participant who is subject to Section 16 of the Exchange Act.
Payments to All Other Staff. Each Bonus Award to a Participant who is not a U.S. Senior Staff member shall be paid in cash in a single lump sum. The Company shall withhold all required Tax-Related Items from the Bonus Award Payment. The Bonus Award Payment will be determined by the Company in U.S. dollars but may be paid to Participants outside the United States in local currency, following conversion of the amount payable using an exchange rate selected by the Company, in its sole discretion. Alternatively, the Bonus Award may be paid in the form of Common Stock or in a combination of cash and Common Stock, as determined by the Committee.  Bonus Award Payments made in Common Stock shall be made in accordance with the provisions of the Equity Incentive Plan.



The below provision supplements the Recovery of Erroneously Awarded Compensation subsection of the 2026 Annual Incentive Plan:
In order to satisfy any recoupment obligation arising under the Recoupment Policies, among other things, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any shares of Common Stock or other amounts acquired pursuant to the Bonus Award to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the applicable Recoupment Policy.


EX-10.8 9 eqix-q126xexhibit108.htm EX-10.8 Document
Exhibit 10.8
EQUINIX, INC.
EXECUTIVE SEVERANCE PLAN
1.    Purpose
Equinix, Inc. (the “Company”) has adopted this Equinix, Inc. Executive Severance Plan (the “Plan”), for the purpose of providing a uniform standard for determining severance benefits for certain executives of the Company and its Subsidiaries who incur certain terminations of employment. An executive who receives severance payments or benefits under this Plan will not be entitled to participate in any other severance plan sponsored or maintained by the Company or any Subsidiary. The provisions of the Plan hereby replace and supersede any existing clause(s) providing for termination or severance payments or benefits in any separate agreement between the Company or any Subsidiary and an executive, except to the extent otherwise set forth in the executive’s Participation Agreement (as defined below). This Plan shall be effective as of February 6, 2026. This document constitutes both the Plan document and the summary plan description required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
2.    Definitions
Certain capitalized terms used in this Plan shall have the meanings given in this Section 2.
(a)    “Board” means the Board of Directors of the Company.
(b)    “Cause” means the Participant’s: (i) conviction of, or plea of guilty or no contest to, (A) a felony or (B) a crime involving moral turpitude, the nature and circumstances of which would materially adversely affect the Participant’s ability to carry out the Participant’s duties and responsibilities to the Company or any of its affiliates; (ii) unauthorized use or willful disclosure of the proprietary or other confidential information of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iii) any act of fraud, embezzlement, theft or willful misappropriation involving assets of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iv) insubordination (meaning the repeated refusal to carry out lawful and reasonable directives of the Board, other than during a period of the Participant’s incapacity due to physical or mental illness); (v) material breach of any material agreement with the Company or any of its affiliates or material violation of a material policy or the code of conduct of the Company or any of its affiliates, in each case, that have been provided or made available to the Executive in writing, including, without limitation, a material violation of the Company’s anti-harassment or anti-discrimination policies; (vi) gross negligence or willful misconduct in the performance of the Participant’s duties and responsibilities to the Company or any of its affiliates, or (vii) engaging in misconduct or offensive or inappropriate activity, in each case that causes actual or potential significant harm (including financial or reputational harm) to the Company or any of its affiliates; provided, that “Cause” pursuant to the foregoing clauses (ii), (v), and (vii) shall exist only if the Company has (x) provided the Participant with written notice of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 60 days of the Company learning of such Cause event, and (y) provided the Participant shall have a period of 30 days thereafter to cure such Cause event (if such Cause event is curable). Any act or failure to act based upon: (A) authority given pursuant to a resolution duly adopted by the Board or any other direction from the Board or (B) advice of counsel for the Company, shall be presumed to be done or omitted to be done by the Participant in good faith and in the best interests of the Company absent evidence of bad faith on the part of the Participant.
(c)    “Change in Control” has the meaning set forth in the Company’s 2020 Equity Incentive Plan, as amended or restated from time to time, or any similar defined term in any replacement or successor omnibus equity plan, as in effect from time to time.
(d)    “Company Group” means the Company together with each Subsidiary.
(e)    “Compensation Committee” means the Talent, Culture and Compensation Committee of the Board.



(f)    “Disability” means the Participant’s physical or mental incapacitation resulting in the Participant’s inability substantially to perform the Participant’s duties and obligations for the Company or a Subsidiary for a period of 180 consecutive days or for an aggregate of 270 days in any period of 12 consecutive months.
(g)    “Good Reason” means the occurrence of any of the following events or circumstances:
(i)    a material diminution in the Participant’s authority, duties or responsibilities relative to the Participant’s authority, duties or responsibilities in effect immediately prior to such reduction;
(ii)    a material reduction in the Participant’s target level of compensation (including base salary and target bonus), other than pursuant to a Company-wide reduction of compensation where the reduction affects similarly-situated employees and the Participant’s reduction is substantially equal, on a percentage basis, to the reduction of such similarly-situated employees which does not exceed ten percent (10%) of the Participant’s target level of compensation in the aggregate as in effect prior to the first such reduction; or
(iii)    a relocation of the Participant’s place of employment by more than 30 miles,
provided and only if such change, reduction or relocation is effected by the Company without the Participant’s consent.
For a resignation to be considered to be for “Good Reason,” all of the following requirements must be satisfied: (1) the Participant must provide notice to the Company or a Subsidiary of the Participant’s intent to resign for Good Reason within 120 days following the initial existence of one or more of the conditions set forth in subclauses (i) through (iii); (2) the Company or Subsidiary will have 30 days from its receipt of such notice to remedy the condition; and (3) if the Company has failed to remedy the relevant condition within such 30-day period, the Participant resigns his or her employment within 60 days following the end of such 30-day cure period. Should the Company remedy a condition constituting Good Reason that occurs following a Change in Control and then one or more of the conditions constituting Good Reason should arise again within twelve (12) months following the occurrence of a Change in Control, the Participant may assert Good Reason again subject to all of the conditions set forth herein.
(h)    “Plan Administrator” means the Compensation Committee of the Company, or such other individual as determined by the Compensation Committee from time to time.
(i)    “Qualifying Termination” means a Participant’s employment is terminated (i) by the Company or a Subsidiary without Cause or (ii) by the Participant for Good Reason.
(j)    “Qualifying Non-CIC Termination” means a Qualifying Termination that is not a Qualifying CIC Termination.
(k)    “Qualifying CIC Termination” means a Qualifying Termination that occurs within three months immediately prior to a Change in Control or within 12 months immediately following a Change in Control. To the extent that a Qualifying Termination occurs prior to a Change in Control, the Qualifying Termination initially will be deemed a Qualifying Non-CIC termination; provided that if a Change in Control occurs within three months following such Qualifying Termination, upon the occurrence of a Change in Control, the Qualifying Termination will retroactively be deemed a Qualifying CIC Termination.
(l)    “Severance Benefits” shall mean the severance payments and benefits provided under this Plan, and shall consist of either the CIC Severance Benefits or the Non-CIC Severance Benefits (each as defined below), as applicable.
(m)    “Severance Cap” means that certain limit on payment of certain cash severance benefits set forth in a consent adopted by the Compensation Committee of the Board on March 15, 2023.



(n)    “Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
(o)    “Termination Date” means the date on which the Participant’s employment with the Company or any Subsidiary is terminated.
(p)    “TSR Conditions” means any performance condition to which any equity award is subject that are based upon the Company’s share price, total shareholder return, relative total shareholder return, or any similar share-price related measure as determined by the Compensation Committee to be a TSR Condition.
3.    Eligibility
Executive employees will be eligible to receive severance benefits under this Plan (each such eligible executive, a “Participant”) if they are selected by the Company to participate in the Plan and have signed and delivered to the Company, within the time set by the Company, a participation agreement (the “Participation Agreement”) in substantially the form attached hereto as Exhibit A. A Participant will be eligible for Severance Benefits if the Participant experiences a Qualifying Termination. For the avoidance of doubt, a Participant will not experience a Qualifying Termination if the Participant incurs a termination of employment:
(a)    by the Company or a Subsidiary for Cause;
(b)    by the Company or a Subsidiary due to Disability;
(c)    due to the Participant’s death;
(d)    due to the Participant’s voluntary retirement or voluntary resignation without Good Reason;
(e)    upon or in connection with the Participant’s acceptance of employment with any Subsidiary or affiliate of the Company or a Subsidiary, other than the entity that currently employs the Participant; or
(f)    due to the sale of any member of the Company Group or any business unit, facility, division or subsidiary thereof, to the extent the Participant continues to be employed by or is offered substantially equivalent employment with the purchaser or any of its affiliates or successor to the business of the Company or any Subsidiary (except to the extent that any changes in the Participant’s terms of employment would constitute Good Reason).
If a Participant conveys to the Company or a Subsidiary intent to resign in writing under clause (d) and the Company or Subsidiary decides to accept the resignation at an earlier date, or to accelerate the Participant’s Termination Date, the Participant will not be entitled to severance payments and benefits under the Plan as a result of such acceptance or acceleration of the Participant’s resignation of employment.
Notwithstanding the eligibility requirements set forth above, ineligibility to participate in the Plan will not preclude any individual from receiving any termination benefits that may be provided in any equity award agreement or other agreement between the Company or any Subsidiary and the employee.
4.    Qualifying Non-CIC Termination Severance Payments and Benefits
Upon a Participant’s Qualifying Non-CIC Termination, subject to Section 6 below, the Participant will be entitled to receive the following severance payments and benefits (the “Non-CIC Severance Benefits”):



(a)    an amount equal to one time the sum of (i) the Participant’s then-current base salary, plus (ii) the Participant’s target bonus for the year in which the Termination Date occurs (disregarding any reductions of either base salary or target bonus which (x) occurred during the 12-month period prior to the Termination Date and (y) constituted Good Reason);
(b)    if the Participant is eligible for and properly elects health care continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall, at its sole discretion, either continue to provide coverage under the Company’s group health plans or pay the applicable COBRA premium payments for the Participant and the Participant’s eligible dependents (less the portion of any such premiums that the Participant would have been required to pay for the Participant and the Participant’s dependents had the Participant continued to be employed) under the Company’s (or any Subsidiary’s) group health plans until the earliest of (i) the date that is 12 months following the Participant’s Termination Date, (ii) the date that the Participant becomes eligible for substantially similar coverage from a subsequent employer, and (iii) the date that the Participant is no longer eligible to receive continuation coverage under COBRA; provided, however, that with respect to a Participant that resides outside the United States, the Company shall endeavor to provide a comparable payment relating to the cost of health care benefits during the 12-month period following the Participant’s Termination Date as it deems, in its sole discretion, to be appropriate and customary in light of the applicable benefit programs in the Participant’s residence jurisdiction and applicable law;
(c)    any earned but unpaid annual bonus in respect of the fiscal year ending prior to the year of the Participant’s termination, payable when the annual bonus would have normally been paid or, if later, within 10 days following the date that the Release (as defined below) becomes irrevocable;
(d)    for any equity award granted to the Participant that is outstanding as of the Termination Date (or, if earlier, the commencement of any notice period or transition period, as described in Section 7), such equity award will continue to vest according to its terms during the 12 months immediately following the Participant’s Termination Date (or the commencement of any notice period or transition period), and at the end of such 12-month period any portion of such equity award that has not vested, shall be forfeited and cancelled, unless the Participant would otherwise be entitled to greater benefits provided in the applicable award agreement; and
(e)    outplacement services having a value of up to $10,000 (or local currency equivalent if a Participant resides outside the United States), which shall be provided to the Participant through an outplacement service provider selected by the Company or a Subsidiary.
The amount in clause (a) shall be paid in substantially equal installments on the Company’s normal payroll dates during the 12-month period following the Termination Date. The benefits described in this Section 4 (including the effectiveness of the vesting described in clause (d)) shall not commence until the date following the date that the Release becomes irrevocable; provided, however, that if any portion of the Non-CIC Severance Benefits may be paid or commence in a different calendar year depending on when the Release is executed, then payment of the Non-CIC Severance Benefits will be delayed and paid or provided in the later calendar year.
Notwithstanding the foregoing provisions of this Section 4 and the following Section 5, to the extent that a Qualifying Termination occurs prior to a Change in Control, and the Participant is entitled to receive the Non-CIC Severance Benefits pursuant to Section 4, and a Change in Control occurs within three months after that Qualifying Termination such that it is deemed a Qualifying CIC Termination, the Participant shall become entitled to receive the CIC Severance Benefits (without duplication of any of the Non-CIC Severance Benefits), and the excess of the CIC Severance Benefits that would have been paid prior to the Change in Control over the Non-CIC Severance Benefits paid prior to the Change in Control shall be paid as soon as administratively possible following the Change in Control.
5. Qualifying CIC Termination Severance Payments and Benefits Upon a Participant’s Qualifying CIC Termination, subject to Section 6 below, the Participant will be entitled to receive the following severance payments and benefits (the “CIC Severance Benefits”):



(a)    a lump sum payment in an amount equal to two times the sum of (i) the Participant’s then-current base salary, plus (ii) the Participant’s target bonus for the year in which the Termination Date occurs (disregarding any reductions of either base salary or target bonus which (x) occurred during the 12-month period prior to the Termination Date and (y) constituted Good Reason);
(b)    if the Participant is eligible for and properly elects health care continuation coverage pursuant to the COBRA, the Company shall, at its sole discretion, either continue to provide coverage under the Company’s group health plans or pay the applicable COBRA premium payments for the Participant and the Participant’s eligible dependents (less the portion of any such premiums that the Participant would have been required to pay for the Participant and the Participant’s dependents had the Participant continued to be employed) under the Company’s (or any Subsidiary’s) group health plans until the earliest of (i) the date that is 18 months following the Participant’s Termination Date, (ii) the date that the Participant becomes eligible for substantially similar coverage from a subsequent employer, and (iii) the date that the Participant is no longer eligible to receive continuation coverage under COBRA; provided, however, that with respect to a Participant that resides outside the United States, the Company shall endeavor to provide a comparable payment relating to the cost of health care benefits during the 18-month period following the Participant’s Termination Date as it deems, in its sole discretion, to be appropriate and customary in light of the applicable benefit programs in the Participant’s residence jurisdiction and applicable law;
(c)    any earned but unpaid annual bonus in respect of the fiscal year ending prior to the year of the Participant’s Termination Date, payable when the annual bonus would have normally been paid or, if later, within 10 days following the date that the Release (as defined below) becomes irrevocable;
(d)    accelerated vesting of 100% of each outstanding equity award that the Participant holds as of the Termination Date; provided, that (i) with respect to any equity award whose vesting is contingent upon the achievement of performance conditions other than TSR Conditions, such performance conditions shall be deemed to be satisfied at target levels, and (ii) any such equity award whose vesting is contingent upon the achievement of TSR Conditions will be measured based upon a truncated performance period ending on the date of the Change in Control, in the case of both (i) and (ii) as determined by the Compensation Committee, in each case unless the Participant would otherwise be entitled to greater benefits provided in the applicable award agreement; and
(e)    outplacement services having a value of up to $10,000 (or local currency equivalent if a Participant resides outside the United States), which shall be provided to the Participant through an outplacement service provider selected by the Company or a Subsidiary.
The benefits described in this Section 5 (including the effectiveness of the vesting described in clause (d)) shall not commence until the date following the date that the Release becomes irrevocable; provided, however, that if any portion of the CIC Severance Benefits may be paid in a different calendar year depending on when the Release is executed, then payment of the CIC Severance Benefits will be delayed and paid or provided in the later calendar year.
Notwithstanding anything herein to the contrary, the severance payments and benefits described in this Section 5 shall be reduced by the amount of severance payments and benefits received by the Participant pursuant to any agreement between the Company or a Subsidiary and the participant, in connection with a Qualifying CIC Termination.
6.    Requirement of Release and Compliance with Covenants



In order to be eligible to receive any Severance Benefits in connection with a Qualifying Termination or a Qualifying CIC Termination, a Participant must: (a) sign and deliver to the Company, within the time set by the Company, an effective general release and waiver of claims (a “Release”) in a form provided by the Participant’s employer, without alterations (and not revoke the release and waiver following delivery of the release and waiver to the Company, if revocation is permitted by applicable law); and (b) comply, and continue to comply, with the terms of the Release and, as applicable, of any non-competition, non-solicitation, non-disparagement, confidentiality, or other restrictive covenant obligation owed to the Company, for the applicable duration of each such covenant. For the avoidance of doubt, in the event of a Participant’s breach of the terms of any restrictive covenant obligation to any member of the Company Group, including under the Participant’s employment agreement, offer letter or other agreement with any member of the Company Group, the Participant shall not be entitled to any further payments or benefits under this Plan, and the Participant may (in the discretion of the Compensation Committee) be obligated to repay any Severance Benefits previously paid.
For the avoidance of doubt, any Severance Benefits are subject to the Company’s clawback policies, including the Equinix, Inc. Compensation Recoupment Policy, effective as of December 1, 2023.
7.    Transition Periods; Notice Periods.
The Plan shall not be construed to preclude or otherwise avoid any required notice period or garden leave or post-termination retirement or health plan coverage or other minimum benefits required to be provided by applicable law, and a Participant shall continue to receive all salary and benefits that are required to be provided during any required statutory notice period or garden leave. In the event that the applicable law of any jurisdiction, or the terms of any contract with a Participant, require a notice period or garden leave, or if the Company and the Participant otherwise agree to a transition period during which the Participant remains an active employee of the Company, then the Company or any Subsidiary may, in its discretion and to the extent permitted by applicable law, reduce the Severance Benefits specified in Section 4 or Section 5, as applicable, by the amount of compensation (whether salary, bonus, other incentive or other compensation) or other benefits that is paid to the Participant during the applicable required notice period or transition period. Any reduction in Severance Benefits in accordance with this Section 7 shall not be deemed a violation of the terms of this Plan. In the event that applicable law requires a notice period, then unless otherwise determined by the Company, for purposes of Section 4(a) or Section 5(a), as applicable, the Termination Date shall be deemed to occur in the year in which the notice period commences.
8.    Calculation of Severance Benefits; Tax Withholding
Calculation of a Participant’s Severance Benefits shall be determined based on the Participant’s salary and other compensation in effect as of the Participant’s Termination Date. The Company shall have the discretion, from time to time and on a case-by-case basis, to provide such additional severance payments or benefits, whether under this Plan or any other plan or arrangement, as it deems necessary or appropriate. In no event shall the provision of any such benefit for one Participant create a precedent or require that any other Participant be provided such benefit, either under this Plan or any other plan or arrangement. Consistent with a policy previously adopted by the Company, and notwithstanding anything to the contrary in the Plan, no Participant shall receive payments or benefits under the Plan or any other arrangement that exceed the Severance Cap unless approved by the Company’s shareholders consistent with such policy.
All Severance Benefits provided shall be subject to withholding of applicable federal, state and/or local taxes as required by applicable law.
9.    Section 409A
The Company intends that all Severance Benefits shall satisfy the requirements for a short-term deferral or an involuntary separation plan payment so as not to be treated as deferrals of compensation. Notwithstanding the foregoing, to the extent any payments or benefits under the Plan are subject to Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), the Plan shall be interpreted and administered to the maximum extent possible to comply with Section 409A. For purposes of any payments or benefits under the Plan subject to Section 409A:



(a)    The Participant shall not be considered to have terminated employment with the Company or a Subsidiary unless such termination constitutes a “separation from service” within the meaning of Section 409A.
(b)    Each separate payment to be made or benefit to be provided under the Plan shall be construed as a separate identified payment for purposes of Section 409A.
(c)    Any payments subject to execution of an effective release shall be paid within 60 days following the Participant’s separation from service; provided, however, if this 60-day period begins in one calendar year and ends in a later calendar year, the payment will be made in the second calendar year on a date determined by the Company.
(d)    If the Participant is a “specified employee” within the meaning of Section 409A at the time of the Participant’s separation from service, to the extent required under Section 409A to avoid accelerated taxation and tax penalties, any amounts payable during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s separation from service (or, if earlier, the Participant’s date of death).
The Company makes no representation that payments described in the Plan will be exempt from or comply with Section 409A.
10.    Section 280G
In the event that any Severance Benefits or other compensation contingent upon a Change in Control to be received by a Participant (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”) and (ii) but for this Section 10, be subject to the excise tax imposed by Section 4999 of the Code (or any successor provisions, or any comparable federal, state, local or foreign excise tax) (“Excise Tax”), then, subject to the provisions of this Section 10, such Payments shall be either be (A) provided in full pursuant to the terms of this Plan or any other applicable agreement, or (B) reduced to the minimum extent which would result in no portion of such Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, local or foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by the Participant, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Any determination required under this Section 10 shall be made by a nationally recognized accounting firm selected and retained by the Company (“Independent Tax Firm”), whose determination shall be conclusive and binding upon the Participant and the Company for all purposes. The Company shall bear all costs that Independent Tax Firm may reasonably incur in connection with any calculations contemplated by this Section 10. For purposes of making the calculations required under this Section 10, the Independent Tax Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Tax Firm shall assume that the Participant pays all taxes at the highest marginal rate.
11.    Accrued Amounts
Regardless of the reasons for the termination of any Participant’s employment, the Participant shall be entitled to receive (in addition to the Severance Benefits): (i) any base salary earned but not paid through the Participant’s Termination Date, to be paid on the next regularly scheduled payroll date following such termination or at any earlier time required by applicable law, (ii) any reasonable business expenses incurred during the course of the Participant’s employment which were not reimbursed prior to the Termination Date, and (iii) vested benefits under any retirement or health and welfare plan sponsored or maintained by the Company or any Subsidiary, determined in accordance with the terms and conditions of such plans.
12.    Plan Administration



The Plan Administrator shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan not otherwise reserved to the Company. Not in limitation, but in amplification of the powers and duties specified in this Plan, the Plan Administrator shall:
(a)    Have all powers to administer the Plan, within its sole discretion.
(b)    Have total and complete discretion to interpret the Plan and to determine all questions arising in the administration, interpretation and application of the Plan, including the power to construe and interpret the Plan; to decide all questions relating to an individual’s eligibility for benefits and the amounts thereof; to make such adjustments which it deems necessary or desirable to correct any mathematical or accounting errors; and to determine the amount, form and timing of any distribution to be made hereunder.
(c)    Correct any defect, supply any omission or reconcile any inconsistency in such manner and to such extent as the Plan Administrator shall deem necessary to carry out the purposes of this Plan.
(d)    Have fact finder discretionary authority to decide all facts relevant to the determination of eligibility for benefits or participation; have the discretion to make factual determinations as well as decisions and determinations relating to the amount and manner of allocations and distribution benefits; and in making such decisions, be entitled to, but need not rely upon, information supplied by a Participant or representative thereof.
(e)    Have total and complete discretion to adopt, publish, and enforce such rules as the Plan Administrator shall deem necessary and proper for the efficient administration of the Plan.
All determinations by the “Company” referred to in the Plan shall be made by the applicable entity in its capacity as the employer. All determinations by Equinix, Inc. referred to in the Plan shall be made by Equinix, Inc. in its capacity as settlor of the Plan.
13.    General Provisions
Except to the extent that federal law governs, this Plan will be construed, administered and enforced in accordance with the laws of the State of California. Participants may not assign or transfer the benefits provided under this Plan.
Any provision in the Plan that is prohibited or unenforceable by reason of applicable law in any jurisdiction shall be ineffective, but only in that jurisdiction and only to the extent of such prohibition or unenforceability, without invalidating or affecting the remaining provisions of this Plan.
Nothing in this Plan shall be construed as conferring any right upon a Participant to continued employment with any member of the Company Group, or interfere with the right of the Company or any Subsidiary to terminate, or change the terms of, a Participant’s employment at any time.
For the avoidance of doubt, no severance payment made under the Plan shall be considered as creditable “compensation” under any benefit plan maintained by the Company, unless specifically provided for under the applicable plan documents or required by applicable law.
If the Company is obligated by the Worker Adjustment and Retraining Notification Act, or any applicable local law equivalent for Participants outside the United States, (“WARN”) to provide any Participant compensation or benefits upon a plant closing or mass layoff, then any benefits provided under this Plan will be reduced or offset by the amount of the compensation and benefits Participants receive under WARN.
14.    Plan Information
Information required by ERISA



Plan Name
Equinix, Inc. Executive Severance Plan
Type of Welfare Plan
Severance Pay
Employer Identification Number
77-0487526
Plan Year Ends
December 31
Plan Number
Plan 503
Plan Sponsor
Equinix, Inc.
Agent for Service of Legal Process
Chief Legal Officer
LegalNotices@equinix.com
Plan Administrator
Compensation Committee

15.    Funding of the Plan
The Company will pay amounts owing under the Plan out of the general assets of the Company. This Plan is intended to be an unfunded “employee welfare benefit plan” as defined in Section 3(1) of ERISA and, accordingly, this Plan is governed by ERISA.
16.    Changing or Terminating the Plan
The Company reserves the right to amend, modify, suspend or terminate the Plan, in whole or in part, at any time, by action of the Board, or its delegate; provided, however, (i) that to the extent that any such action would be adverse to the Participants, the Company shall provide notice of such action at least six months prior to its effective date and (ii) that following a Change in Control, no amendment of the Plan shall apply to any individual that was selected to be a Participant in the Plan prior to the Change in Control if such amendment would be adverse to such Participant. A plan amendment, modification, suspension or termination may be made for any reason and at any time subject to the preceding sentence.
17.    ERISA Rights
Participants in the Plan have certain rights and protections under ERISA. ERISA provides that Participants are entitled to:
(a)    Examine, without charge, at the Plan Administrator’s office and at other specified locations, all documents governing the Plan; and
(b)    Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including a copy of the latest annual report (Form 5500) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration (“EBSA”). The Plan Administrator may make a reasonable charge for the copies.
18.    Prudent Actions by Plan Fiduciaries
In addition to creating rights for Participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called “fiduciaries,” have a duty to administer the Plan prudently and solely in the interest of the Participants and their beneficiaries. No one, including a Participant’s employer, or any other person, may fire a Participant or otherwise discriminate against any Participant in any way to prevent a Participant from obtaining a benefit or exercising a Participant’s rights under ERISA.
19.    Filing a Claim



If a Participant disagrees with the determination or payment of such Participant’s Severance Benefits, or if a Participant has any questions about receiving these Severance Benefits, such Participant should contact the Plan Administrator in writing within 60 days following becoming aware of any determination or the receipt of the payment, as applicable, that the Participant wishes to challenge.
20.    Time Frame for Claim Determinations; Adverse Benefit Determinations
The Plan Administrator will notify the Participant of an adverse benefit determination (i.e., any denial, reduction, or termination of a benefit, or a failure to provide or make a payment) within a reasonable period of time, but no later than 90 days after receiving such Participant’s written claim. This 90-day period may be extended for up to an additional 90 days if the Plan Administrator (i) determines that special circumstances require an extension of time for processing the claim, and (ii) notifies the Participant, before the initial 90-day period expires, of the special circumstances requiring the extension of time and the date by which the Plan expects to render a determination.

In the event an extension is necessary due to a Participant’s failure to submit necessary information, the Plan’s time frame for making a benefit determination on review is stopped from the date the Plan Administrator sends the Participant the extension notification until the date the Participant responds to the request for additional information.
The Plan Administrator’s notice of an adverse benefit determination will set forth:
(a)    The specific reason(s) for the adverse benefit determination;
(b)    Reference to the specific Plan provisions on which the benefit determination is based;
(c)    A description of any additional material or information necessary for the Participant to perfect the claim and an explanation of why that material or information is necessary; and
(d)    A description of the Plan’s appeal procedures and time limits applicable to such procedures, including a statement of the Participant’s right to bring a civil action under ERISA after an adverse determination on appeal to the Plan Administrator.
21.    Procedures for Appealing an Adverse Benefit Determination
A Participant, or a Participant’s authorized representative, has 60 days following the receipt of a notification of an adverse benefit determination under Section 20 within which to appeal the determination. A Participant has the right to:
(a)    Submit written comments, documents, records and other information relating to the claim for benefits;
(b)    Request reasonable access to, and copies of all documents, records and other information relevant to the Participant’s claim for benefits. Note that a reasonable charge will be made for copies of the Plan document. For this purpose, a document, record, or other information is treated as “relevant” to a claim if it:
(i)    was relied upon in making the benefit determination;
(ii)    was submitted, considered, or generated in the course of making the benefit determination, regardless of whether such document, record or other information was relied upon in making the benefit determination; or
(iii)    demonstrates compliance with the administrative processes and safeguards required in making the benefit determination; and



(c)    A review that takes into account all comments, documents, records, and other information submitted by the Participant relating to the claim, regardless of whether such information was submitted or considered in the initial benefit determination.
The Plan Administrator will notify the Participant of the Plan’s benefit determination on appeal within a reasonable period of time, but not later than 60 days after receipt of the Participant’s written appeal. This 60-day period may be extended for up to an additional 60 days if the Plan Administrator (i) determines that special circumstances require an extension of time for processing the appeal of the claim, and (ii) notifies the Participant, before the initial 60-day period expires, of the special circumstances requiring the extension of time and the date by which the Plan expects to render a determination on review.
In the event that an extension is necessary due to the Participant’s failure to submit necessary information, the Plan’s time frame for making a benefit determination on appeal is stopped from the date the Plan Administrator sends the Participant the extension notification until the date such Participant responds to the request for additional information.
The Plan Administrator’s notice of an adverse benefit determination on appeal will contain all of the following information:
(a)    the specific reason(s) for the adverse benefit determination;
(b)    reference to the specific Plan provisions on which the benefit determination is based;
(c)    a statement that the Participant is entitled to receive, upon request, reasonable access to, and copies of, all documents, records, and other information relevant to the Participant’s claim. Note that a reasonable charge may be imposed for copies of the Plan document; and
(d)    a statement describing the Participant’s right to obtain the information about such procedures, and a statement of the Participant’s right to bring an action under ERISA.
The Participant must exhaust this Plan’s administrative claims and appeals procedure before bringing a suit in either state or federal court. Similarly, failure to follow the Plan’s prescribed procedures in a timely manner will also cause the Participant to lose the Participant’s right to sue regarding an adverse benefit determination.
22.    Assistance with Questions
If a Participant has any questions about the Plan, the Participant should contact the Plan Administrator. If a Participant has any questions about this statement or about the Participant’s rights under ERISA, or if the Participant needs assistance in obtaining documents from the Plan Administrator, the Participant should contact: Employee Benefits Security Administration U.S. Department of Labor, 200 Constitution Avenue, NW, Washington, DC 20210. A Participant may also obtain certain publications about the Participant’s rights and responsibilities under ERISA by contacting EBSA.
* * * * * Equinix, Inc. Executive Severance Plan



Exhibit A
Participation Agreement
[Date]
[Executive Full Name]
[Email]
Re: Participation in Executive Severance Plan
Dear [Executive First Name],
    As a member of the executive leadership team of Equinix, Inc. (“Equinix”), you have been selected as eligible to participate in the Equinix, Inc. Executive Severance Plan (the “Plan”). The purpose of the Plan is to provide a uniform standard for determining severance benefits for members of Equinix’s executive leadership team. As a participant in the Plan, you would become eligible to receive severance benefits provided under the Plan in the event that Equinix or one of its subsidiaries terminates your employment without “Cause” or if you resign from your employment for “Good Reason” (each as defined in the Plan).
    You will only be eligible to participate in the Plan if you sign and return this Participation Agreement to Equinix. By agreeing to become a participant in the Plan, you hereby acknowledge and agree that you will not be eligible to participate in any other severance plan or program sponsored or maintained by Equinix or any of its affiliates. [You agree that upon becoming a participant in the Plan, the severance provisions in any employment agreement or offer letter and the Change in Control Severance Agreement or other severance agreement between you and Equinix dated [Date], will be void and of no further force or effect and that you will, instead, be eligible for severance benefits provided under the Plan].
    By signing this Participation Agreement, you acknowledge and agree that you have received and read a copy of the Plan and that you understand and agree to be bound by its terms. Thank you for your continued dedication to Equinix.
Sincerely,

_____________________________
Chief People Officer
Acknowledged and agreed:
Signed: _________________________________
Print Name: _____________________________
Date: ___________________________________

EX-10.9 10 eqix-q126xexhibit109.htm EX-10.9 Document
Exhibit 10.9
AMENDED AND RESTATED SEVERANCE AGREEMENT
This Amended and Restated Severance Agreement (this “Agreement”) is entered into as of February 6, 2026 by and between Adaire Fox-Martin (the “Executive”) and EQUINIX, INC., a Delaware corporation (the “Company”), and amends and restates that certain Severance Agreement by and between the parties, dated June 3, 2024 (the “Original Effective Date”).
1.    Term of Agreement.
This Agreement shall terminate upon the date the Executive’s employment with the Company terminates for a reason other than a Termination (as defined below) or a Qualifying Termination (as defined below).
2.    Severance Payment.
(a)    Severance Benefit in Event of a Termination. If the Executive is subject to a Termination, then the Company shall pay the Executive, or cause to be paid to Executive: (1) the Accrued Benefits (as defined below); (2) 100% of the sum of the Executive’s (a) annual base salary and (b) target bonus (disregarding any reductions of either base salary or target bonus which (x) occurred during the 12-month period prior to the Termination and (y) constituted Good Reason); (3) a prorated portion of the Executive’s annual bonus for the year in which the Termination occurs based on the number of days elapsed in the fiscal year as of the date of Termination divided by 365, which will be calculated based upon actual Company performance and paid at the same time bonuses for such year are paid to other senior executives of the Company; and (4) other than with respect to the Sign-On Equity Award (as defined in the offer letter by and between you and the Company, dated as of March 7, 2024), or if greater benefits would be provided pursuant to the applicable award agreement, for any equity award granted to Executive that is outstanding as of the Termination, such equity award will continue to vest according to its terms during the 12 months immediately following the Termination, and at the end of such 12-month period any portion of such equity award that has not vested shall be forfeited and cancelled; provided, however, that any such awards vesting within such 12 month period that are subject to performance conditions will be earned based on the Company’s actual achievement of the applicable performance conditions determined as of the end of the applicable performance period. The Executive will receive her severance payment in a cash lump-sum which will be made within ten business days of the latest of the following dates:
(i)    the date of Executive’s Termination;
(ii)    the date of the Company’s receipt of the Executive’s executed Release; and
(iii)    the expiration of any rescission period applicable to the Executive’s executed Release (the “Recission Period”).



(b)    Severance Benefit in Event of a Qualifying Termination. If the Executive is subject to a Qualifying Termination, then the Company shall pay the Executive, or cause to be paid to Executive: (1) the Accrued Benefits; (2) 200% of the sum of the Executive’s (a) annual base salary and (b) target bonus (disregarding any reductions of either base salary or target bonus which (x) occurred during the 12-month period prior to the Qualifying Termination and (y) constituted Good Reason); (3) a prorated portion of the Executive’s annual bonus for the year in which the Qualifying Termination occurs based on the number of days elapsed in the fiscal year as of the date of the Qualifying Termination divided by 365, which will be calculated based upon actual Company performance and paid at the same time bonuses for such year are paid to other senior executives of the Company; and (4) unless otherwise expressly provided in the applicable award agreement, accelerated vesting of 100% of each outstanding equity award that the Executive holds as of the Termination Date; provided, that (i) with respect to any equity award whose vesting is contingent upon the achievement of performance conditions other than total shareholder return, such performance conditions shall be deemed to be satisfied at target levels, and (ii) any such equity award whose vesting is contingent upon the achievement of total shareholder return will be measured based upon a truncated performance period ending on the date of the Change in Control, in the case of both (i) and (ii) as determined  by the Talent, Culture and Compensation Committee of the Company’s Board of Directors (the “Board”), in each case, unless the Executive would otherwise be entitled to greater benefits provided in the applicable award agreement or unless the award agreement expressly provides that this section of the Agreement will not apply. Notwithstanding the foregoing, regarding any outstanding equity award whose vesting is contingent on the achievement of performance conditions other than total shareholder return, to the extent that the performance period is complete but the level of achievement has not been certified as of the closing of a Change in Control, such level of achievement will be deemed to have been the greater of actual achievement or target achievement. The Executive will receive her severance payment in a cash lump-sum which will be made within ten business days of the latest of the following dates:
(i)    the date of the Executive’s Qualifying Termination;
(ii)    the date of the Company’s receipt of the Executive’s executed Release; and
(iii)    the expiration of the Recission Period.
(c)    Health Care Benefit in Event of a Termination. If the Executive is subject to a Termination or a Qualifying Termination, and if the Executive elects to continue her health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the Termination or a Qualifying Termination, then the Company shall pay the Executive’s monthly premium under COBRA until the earliest of (i) the close of the 18-month period following cessation of her employment or (ii) the expiration of the Executive’s continuation coverage under COBRA.
(d)    Accrued Benefits. Upon any Separation under any circumstances, the Executive shall be entitled to receive (i) the base salary that has accrued and to which the Executive is entitled as of the effective date of such Separation and to the extent consistent with general Company policy, to be paid in accordance with the Company’s established payroll procedure and applicable law but no later than the next regularly scheduled pay period, (ii) unreimbursed business expenses for which expenses the Executive has timely submitted appropriate documentation in accordance with applicable Company policy, (iii) for any termination of employment other than for Cause, any annual bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year, and (iv) any amounts or benefits to which the Executive is then entitled under the terms of the benefit plans then-sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (the payments described in this sentence, the “Accrued Benefits”).



(e)    Outplacement. If the Executive is subject to a Termination or a Qualifying Termination, Executive is entitled to outplacement services having a value of up to $10,000 (or local currency equivalent if Executive resides outside the United States), which shall be provided to the Executive through an outplacement service provider selected by the Company or a Subsidiary.
(f)    Disability. Upon your Separation due to Disability, your outstanding equity awards will be treated in the same manner as provided under the applicable award agreement (including any award agreement in respect of the Sign-On Equity Award) in the event of your Separation due to death.
(g)    General Release. Any other provision of this Agreement notwithstanding, Subsections (a) through (c) and (e) and (f) above shall not apply unless the Executive (i) has executed a general release of all known and unknown claims that she may then have against the Company or certain persons affiliated with the Company, solely in their official capacities, as provided by the Company within ten (10) days after the date of your Separation and in substantially in the form attached hereto as Exhibit A (the “Release”), and (ii) has agreed not to prosecute any legal action or other proceeding based upon any of such claims. The Executive must execute and return the release within 21 days following the Executive’s receipt of the Release from the Company (or if determined by the Company and communicated by the Company at such time, within 45 days following the Executive’s receipt of the Release from the Company). Notwithstanding anything set forth in this Agreement to the contrary, if the Release delivery and review period and Recission Period collectively spans two taxable years, such payments or benefits shall be paid (or commence) on the later of (i) the first business day of such second taxable year or (ii) the day after the last day of the Recission Period, with the first payment including any amounts that would otherwise be due prior thereto.
(h)    Section 409A. For purposes of Section 409A of the Code, if the Company determines that the Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code at the time of a Separation, then (i) the severance benefits under Sections 2(a) and 2(b), to the extent that they are subject to Section 409A of the Code, will commence during the first day of the seventh month after the Executive’s Separation and (ii) any amounts that otherwise would have been paid during the first six months after a Separation will be paid in a lump sum on the earliest practicable date permitted by Section 409A(a)(2) of the Code. If a severance payment is considered deferred compensation under Code Section 409A, then the Executive will receive her severance payment in a cash lump-sum which will be made on the 60th day following the Executive’s Separation (or, if such day is not a business day, on the first business day thereafter).
3.    Covenants.
(a)    Non-Solicitation. During the Executive’s employment with the Company and during the twelve-month period following her Separation, the Executive shall not directly or indirectly, personally or through others, solicit or attempt to solicit the employment of any employee or consultant of the Company or any of the Company’s affiliates, whether on the Executive’s own behalf or on behalf of any other person or entity. The Executive and the Company agree that this provision is reasonably enforced as to any geographic area in which the Company conducts its business.
(b)    Non-Competition. The Executive agrees that, during her employment with the Company, she shall not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company.



(c)    Cooperation and Non-Disparagement. The Executive agrees to make herself reasonably available, upon reasonable advance notice (and taking into consideration her then-current professional and personal commitments), during the twelve-month period following her Separation, to provide reasonable cooperation with the transition of the Executive’s duties to her successor, and Equinix agrees to indemnify the Executive and hold the Executive harmless to the maximum extent permitted by law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from the Executive’s good-faith performance of such cooperation services. The Company shall reimburse the Executive for any reasonable, out-of-pocket expenses, including travel, hotels and meals, incurred in connection with, any such cooperation hereunder. The Executive further agrees that, during this twelve-month period, she shall not in any way or by any means disparage the Company, the members of the Company’s Board or the Company’s executive officers. The Company (including its affiliates) agrees that, unless the Executive is terminated by the Company for Cause, during this twelve-month period, it will instruct its directors and officers to not in any way or by any means disparage the Executive. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall prohibit either party (or either party’s attorney(s)) from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that such party has reason to believe is unlawful.
4.    Definitions.
(a)    Definition of “Cause.” For all purposes under this Agreement, “Cause” means the Executive’s: (i) conviction of, or guilty/no contest plea to, (A) a felony or (B) a crime involving moral turpitude, the nature and circumstances of which would materially adversely affect the Executive’s ability to carry out her duties and responsibilities to the Company; (ii) unauthorized use or willful disclosure of the proprietary or other confidential information of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iii) any act of fraud, embezzlement, theft or willful misappropriation of assets of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iv) insubordination (meaning the repeated refusal to carry out lawful and reasonable directives of the Board, other than during a period of the Executive’s incapacity due to physical or mental illness); (v) material breach of any material agreement with the Company or material violation of a material Company policy or a material provision of the Company’s code of conduct, in each case, that have been provided or made available to the Executive in writing, including, without limitation, a material violation of the Company’s anti-harassment or anti-discrimination policies; (vi) gross negligence or willful misconduct in the performance of her duties and responsibilities to the Company or (vii) engaging in misconduct or offensive or inappropriate activity, in each case that causes actual or potential significant harm (including financial or reputational harm) to the Company or any of its affiliates; provided, that “Cause” pursuant to the foregoing clauses (ii), (v), and (vii) shall exist only if the Company has (x) provided the Executive with written notice of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 60 days of the Company learning of such Cause event, and (y) provided the Executive a period of 30 days thereafter to cure such Cause event (if such Cause event is curable). Any act or failure to act based upon: (A) authority given pursuant to a resolution duly adopted by the Board or any other direction from the Board or (B) advice of counsel for the Company, shall be presumed to be done or omitted to be done by the Executive in good faith and in the best interests of the Company absent evidence of bad faith on the part of the Executive.
(b)    Definition of “Change in Control.” For all purposes under this Agreement, “Change in Control” shall mean a change in ownership or control of the Company effected through any of the following transactions or series of transactions:



(i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (x) the continuing or surviving entity and (y) any direct or indirect parent corporation of such continuing or surviving entity;
(ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets;
(iii) a change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who either (x) had been directors on the date 24 months prior to the date of the event that may constitute a Change in Control (the “Original Directors”) or (y) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of (1) the aggregate of the Original Directors who were still in office at the time of the election or nomination and (2) the directors whose election or nomination was previously so approved (but not including any director designated by a person who shall have entered into an agreement with the Company to effect a transaction that otherwise constitutes a Change in Control hereunder); or
(iv) any transaction as a result of which any person or related group of persons becomes the “beneficial owner” (as defined in Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”)), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this paragraph (d), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a parent or Subsidiary and (y) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.
Notwithstanding the foregoing, a transaction shall not constitute a Change in Control if its sole purpose is to change the jurisdiction of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. Further, if a Change in Control constitutes a payment event hereunder that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (i), (ii), (iii) or (iv) with respect to such Award (or portion thereof) shall constitute a Change in Control for purposes of the payment timing (but not vesting) only if such transaction also constitutes a “change-in-control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).



(c)    Definition of “Good Reason.” For all purposes under this Agreement, “Good Reason” shall mean (i) a material diminution in the Executive’s authority, duties, position, or responsibilities; (ii) a reduction in the Executive’s base salary or target bonus other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and the Executive’s reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers, provided that such reduction, or series of such reductions, does not exceed ten percent (10%) of the Executive’s level of compensation in the aggregate as in effect prior to the first such reduction; or (iii) a relocation of the Executive’s place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without the Executive’s written consent. For the Executive to receive the benefits under this Agreement as a result of a resignation under this subsection (c), all of the following requirements must be satisfied: (1) the Executive must provide notice to the Company of her intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii); (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, the Executive may withdraw her resignation or may resign other than with Good Reason; and (3) any termination of employment under this provision must occur within eighteen (18) months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again, the Executive may assert Good Reason again subject to all of the conditions set forth herein.
(d)    Definition of “Termination.” For all purposes under this Agreement, “Termination” shall mean a Separation resulting from:
(i)    The Executive’s voluntary resignation of her employment for Good Reason; or
(ii)    The Company’s termination of the Executive’s employment for any reason other than Cause;
Provided, however, that a Termination that does not occur within the time periods described for a Qualifying Termination shall not qualify as a Qualifying Termination. For the avoidance of doubt, the Executive’s termination of employment that qualifies as a Qualifying Termination shall not qualify as a Termination.
(e)    Definition of “Qualifying Termination.” For all purposes under this Agreement, “Qualifying Termination” shall mean a Termination within three (3) months prior to or twelve (12) months after a Change in Control.
(f)    Definition of “Separation.” For all purposes under this Agreement, “Separation” shall mean a “separation from service,” as defined in the regulations under Section 409A of the Code.
(g)    Definition of “Disability.” For all purposes under this Agreement, “Disability” shall mean the Executive’s physical or mental incapacitation resulting in the Executive’s inability to perform the Executive’s duties and obligations arising from employment with the Company for a period of 180 consecutive days or for an aggregate of 270 days in any period of 12 consecutive months, and if there is any disagreement between the Company and the Executive as to Executive’s Disability or as to the date any such Disability began or ended, such disagreement will be determined by a physician mutually acceptable to the Company and the Executive whose determination will be conclusive evidence of any such Disability and of the date any such Disability began or ended.
5.    Successors.



(a)    Company’s Successors. The Company shall require any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets, by an agreement in substance and form satisfactory to the Executive, to assume this Agreement and to agree expressly to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets or which becomes bound by this Agreement by operation of law.
(b)    Executive’s Successors. This Agreement and all rights of the Executive hereunder shall inure to the benefit of, and be enforceable by, the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. Notwithstanding the foregoing, in the event of the Executive’s death or termination due to disability, the Company shall provide the Executive’s estate (or beneficiaries) or the Executive’s legal representative (as applicable) with any payments due to the Executive under this Agreement.
6.    Golden Parachute Taxes
(a)    Best After-Tax Result. In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this subsection (a), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of Section 6(b) hereof, such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by the Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section shall be made by a nationally recognized accounting firm or employee benefits consulting firm retained by the Company and reasonably acceptable to the Executive (“Independent Tax Firm”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Section, Independent Tax Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Tax Firm shall assume that Executive pays all taxes at the highest marginal rate. The Company and the Executive shall furnish to Independent Tax Firm such information and documents as Independent Tax Firm may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Tax Firm may reasonably incur in connection with any calculations contemplated by this Section. The Independent Tax Firm will provide its calculations, together with detailed supporting documentation, to the Company and Executive within thirty (30) days before the consummation of a Change in Control and at such other time(s) as may be requested by the Company. In the event that Section 6(a)(ii)(B) above applies, then based on the information provided to the Company by Independent Tax Firm, the Company shall reduce or eliminate the Payments in the following order, until the amounts payable or distributable to the Executive equals the Reduced Amount: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of equity awards other than stock options; (iii) cancellation of accelerated vesting of stock options; and (iv) reduction of other benefits paid to the Executive. In the event that acceleration of vesting is reduced, such acceleration of vesting shall be cancelled in the reverse order of date of grant of the Executive’s equity awards. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with payments or benefits which are to be paid the farthest in time from the date of Independent Tax Firm’s determination under this Section. If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Excise Tax, then Section 6(b) hereof shall apply, and the enforcement of Section 6(b) shall be the exclusive remedy to the Company.



(b)    Adjustments. If, notwithstanding any reduction described in Section 6(a) hereof (or in the absence of any such reduction), the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of one or more Payments, then the Executive shall be obligated to surrender or pay back to the Company, within 120 days after a final IRS determination, an amount of such Payments equal to the “Repayment Amount.” The Repayment Amount with respect to such Payments shall be the smallest such amount, if any, as shall be required to be surrendered or paid to the Company so that Executive’s net proceeds with respect to such Payments (after taking into account the payment of the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by the Executive from the Payments. If the Excise Tax is not eliminated pursuant to this Section 6(b), the Executive shall pay the Excise Tax.
7.    Miscellaneous Provisions.
(a)    Other Severance Arrangements. This Agreement supersedes any and all cash severance arrangements under any prior separation, severance and salary continuation arrangements, programs and plans which were previously offered by the Company to the Executive, including severance or change in control severance arrangements pursuant to an employment agreement or offer letter. In no event shall the Executive receive cash severance benefits under both this Agreement and any other severance pay or salary continuation program, plan or other arrangement with the Company.
(b)    Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or deposited with Federal Express Corporation, with shipping charges prepaid. In the case of the Executive, mailed notices shall be addressed to her at the home address which she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.
(c)    Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
(d)    Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law.
(e)    Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
(f)    No Retention Rights. Nothing in this Agreement shall confer upon the Executive any right to continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any subsidiary of the Company or of the Executive, which rights are hereby expressly reserved by each, to terminate her service at any time and for any reason, with or without Cause.



(g)    Choice of Law; Venue. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California (other than their choice-of-law provisions). Any disputes dispute arising from this letter shall be decided only in a state or federal court sitting in California, which the parties expressly agree shall be the exclusive venue for any such action.IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, effective as of the day and year first above written.

/s/ Adaire Fox-Martin    
Adaire Fox-Martin

EQUINIX, INC.
/s/ Brandi G. Morandi
By: Brandi Galvin Morandi
Title: Chief People Officer



EX-10.10 11 eqix-q126xexhibit1010.htm EX-10.10 Document
Exhibit 10.10
February 17, 2026


Dear Olivier:
Equinix LLC ("Equinix" or the "Company") is pleased to offer you employment on the following terms. This offer is contingent upon approval of the Board of Directors of Equinix, Inc. and its Talent, Culture and Compensation Committee (the "Committee"), completion of a satisfactory background check, and your ability to provide or obtain valid work authorization in the United States. Subject to these conditions, your anticipated start date will be March 16, 2026 (the "Effective Date").

1.    Position. You will serve in a full-time capacity as Chief Financial Officer, based out of Redwood City, California, and will report to Adaire Fox-Martin, Chief Executive Officer and President. By signing this letter agreement, you represent and warrant to Equinix that you are under no contractual commitments inconsistent with your obligations to Equinix.
2.    Salary. You will be paid a salary at the annual rate of $700,000 USD, which will be paid on a bi-weekly basis in accordance with Equinix's standard payroll practices for salaried employees. This salary may be subject to increase pursuant to Equinix's employee compensation policies in effect from time to time, but no decrease, other than pursuant to a Company-wide reduction of compensation where the reduction affects similarly situated employees and your reduction is substantially equal, on a percentage basis, to the reduction of such similarly situated employees. Additionally, provided that your start date is prior to October 1 of this calendar year, you will be eligible to participate in Equinix's annual merit increase and salary review process (which will occur at the beginning of next calendar year for the prior year). Merit increases are based on a variety of factors, including Company and your individual performance, market value of the role, and Company budget, and are effective on a date determined by our annual salary review timelines.
3.    Company Wide Bonus. You will be eligible to participate in Equinix's 2026 Global Annual Incentive Plan, provided that your start date is prior to October 1. Under the plan, you will be eligible to earn annual incentive compensation with a target amount equal to 100% of your annual base salary, based upon Equinix's financial performance and your individual performance. The annual incentive bonus will be pro-rated based on your start date and will be paid in cash and/or fully-vested RSUs (defined below), as determined by the Committee, and as generally applicable to all senior executives of the Company. Detailed information on this plan will be provided to you after you start.
4.    Equity Awards.

(a)    2026 Equity Awards. For fiscal 2026, you will receive equity awards representing a target grant date value of $10,000,000 (the "2026 Equity Awards") under the Equinix, Inc. 2020 Equity Incentive Plan, as amended from time to time in accordance with its terms (the “Equity Plan”). The 2026 Equity Awards will be granted in the same form and in the same mix as was provided to other executive officers of the Company for their 2026 long-term incentive awards, which consists of the following grants: (i) approximately 47% of the 2026 Equity Awards will be in the form of a grant of performance-based restricted stock units ("PSUs") that are subject to financial performance metrics and vesting over three years, (ii) approximately 20% of the 2026 Equity Awards will be in the form of a grant of PSUs that are subject to total shareholder return ("TSR") performance metrics and vesting after three years, and (iii) approximately 33% of the 2026 Equity Awards will be in the form of a grant of restricted stock units subject to time vesting over three years ("RSUs"). These 2026 Equity Awards will be subject to terms and conditions consistent with the 2026 long-term incentive awards granted to the Company's executive officers. For the avoidance of doubt, these 2026 Equity Awards will constitute your 2026 annual long-term incentive award and will not be pro-rated. Starting in 2027, subject to your continued employment, you will participate in the Company's long-term incentive program for its executive officers, in accordance with the terms as determined by the Committee from time to time.




(b)    One-Time Equity Award. As soon as practicable following the commencement of employment, you will receive an award of RSUs valued at $5,000,000 on the date of grant (the “One-Time Equity Award”). This award will be subject to the terms and conditions of the Equity Plan and the Company’s standard award agreement thereunder for RSUs; provided that it will vest over no more than 36 months from your start date, vesting in equal annual installments until fully vested.

(c)    The number of shares of Company common stock subject to the 2026 Equity Awards and the One-Time Equity Award will be calculated in accordance with the Company's normal equity grant policies. All grants are made under and subject to the terms and conditions of the applicable equity award plan, in place from time to time, and your award agreement, which you must sign to accept and receive any grant. Each RSU represents an unfunded right to receive one share of Equinix, Inc. common stock upon vesting, provided you remain in actual employment through the vesting date and meet all other eligibility requirements of the equity award plan and your award agreement. All unvested RSUs shall be forfeited if you cease to be in active service to the Company.

5.    Severance. You will be entitled to participate in the Company's Executive Severance Plan, as in effect from time to time (the "Severance Plan"), which was adopted by the Committee on February 6, 2026, a copy of which has been provided to you. The Severance Plan specifies the severance payments, accelerated equity vesting, and benefits you may become entitled to receive in connection with certain terminations of employment. Notwithstanding anything in the foregoing to the contrary, if your employment with the Company terminates after you have completed five (5) years of active service for any reason other than by the Company for Cause (as defined in the Severance Plan), including due to your voluntary retirement, you shall be entitled to the Non-CIC Severance Benefits as set forth in the Severance Plan as though your employment had been terminated by the Company without Cause, which Non-CIC Severance Benefits will otherwise be subject to the terms and conditions of the Severance Plan. Nothing in the preceding sentence shall be construed as limiting benefits otherwise entitled to you under the Severance Plan in the event of a Qualifying Non-CIC Termination or a Qualifying CIC Termination as such terms are defined in the Severance Plan.

6.    Sign-On Bonus. You will receive a cash sign-on bonus of $200,000, less applicable taxes, deductions and withholdings, with your first paycheck (the "Sign-On Bonus"). To the extent that your employment is terminated due to (i) your termination by the Company for Cause or (ii) your resignation without Good Reason (as each such term is defined in the Severance Plan), in each case on or prior to the first anniversary of the Effective Date, at the request of the Company, you will be required to repay to the Company the net after-tax amount of the Sign-On Bonus that you received.

7.    Relocation. The Company understands that you will be relocating in connection with your hire. It is expected that you will relocate to Redwood City, CA, on or before the six month anniversary of the Effective Date, prior to which time, the Company will reimburse you for (or provide you with) reasonable temporary housing and travel expenses in connection with your travel to Company headquarters in accordance with the Company's relocation assistance program. In addition, the Company will provide you with our standard relocation assistance benefits, subject to the terms and conditions of the applicable policies. More details regarding these benefits will be provided to you separately. To the extent that your employment is terminated due to (i) your termination by the Company for Cause or (ii) your resignation without Good Reason (as each such term is defined in the Severance Plan), in each case on or prior to the first anniversary of the Effective Date, at the request of the Company, you will be required to repay to the Company the net after-tax amount of the relocation benefits provided to you.
8.    401(k) Savings Plan and Company Match. You will be automatically enrolled in and begin contributing to the 401(k) plan at the rate of 6% of your compensation approximately 30 days following your start date. You may elect to increase or decrease this rate of contribution at any time or opt out entirely. Information about the 401(k) plan will be mailed to your home address from our 401(k) provider, Fidelity Investments, following your start date. Each payroll, Equinix will contribute 50 cents on every dollar up to the first 6% of your compensation that you defer into your 401(k) account. You will vest in 25% of the company match after your first year as an Equinix employee, and 25% each year thereafter.




9.    Health Benefits. The Company agrees to pay a portion of premiums for health insurance coverage in accordance with the current Company benefits plan. The Company reserves the right to amend these benefits, and to change the plan carriers at any time.
10.    Paid Time Off. You will be entitled to Paid Time Off ("PTO") that accrues on a bi-weekly basis. Full-time employees working 40 hours per week will accrue 4.616 hours per pay period. See the U.S. Equinix Employee Handbook for more information.
11.    Proprietary Information and Inventions Agreement. Like all Equinix employees, you will be required, as a condition to your employment with Equinix, to sign Equinix's standard Proprietary Information and Inventions Agreement ("PIIA"), a copy of which is attached hereto as Exhibit A.
12.    Period of Employment. Your employment with Equinix will be "at will," meaning that either you or Equinix will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and Equinix on this term. Although your job duties, title, compensation and benefits, as well as the Equinix's personnel policies and procedures, may change from time to time, the "at will" nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of Equinix.
13.    Outside Activities. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. While you render services to Equinix, you also will not assist any person or organization in competing with Equinix, in preparing to compete with Equinix or in hiring any employees of Equinix.
14.    Withholding Taxes. All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and payroll taxes.
15.    Other Terms. As required by law, your employment with the Company is also contingent upon your providing legal proof of your identity and authorization to work in the United States.
16.    Legal Fee Reimbursement. The Company will pay or reimburse you for your reasonable and documented legal fees up to $10,000, incurred in connection with the negotiation and documentation of this letter agreement and related agreements (including, without limitation, equity incentive, indemnification, severance, change in control and restrictive covenant agreements), and the terms and conditions of your hire.
17.    Entire Agreement. This letter and the Exhibit A attached hereto contain all of the terms of your employment with Equinix and supersede any prior understandings or agreements, whether oral or written, between you and Equinix.
18.    Amendment and Governing Law. This letter agreement may not be amended or modified except by an express written agreement signed by you and a duly authorized officer of Equinix. The terms of this letter agreement and the resolution of any disputes will be governed by California law.


[Remainder of Page Intentionally Left Blank]



We look forward to your joining Equinix. You may indicate your agreement to these terms and accept this offer by signing and dating both this letter and the PIIA. Please return the signed offer letter and PIIA to us. Upon your request, a fully executed copy of the PIIA will be provided to you after receiving a company representative’s signature.

Sincerely,
/s/ Adaire Fox-Martin            

Adaire Fox-Martin
Chief Executive Officer and President

    
I have read and accept this employment offer:

/s/ Olivier Leonetti            

Olivier Leonetti

02/18/2026        

Date Accepted


Attachments:
Exhibit A: Proprietary Information and Inventions Agreement

EX-10.11 12 eqix-q126xexhibit1011.htm EX-10.11 Document
Exhibit 10.11

February 16, 2026

Re: Transition Agreement

Dear Mike,

As we have discussed, you have advised the Company that you will retire from Equinix, Inc. (the “Company”), and your employment with the Company will end, on March 5, 2027 (except as otherwise provided in Sections I or III below) (the “Separation Date”), unless extended by mutual agreement between the parties. To ensure an efficient and smooth transition of your duties, you and the Company have agreed that the Company will retain your services through the Separation Date (or such earlier date as provided in Section III below) (the “Transition Period”) on the terms set forth in this letter agreement (the “Agreement”).
I.    Services
The Transition Period shall consist of an Initial Service Period and a Subsequent Service Period, as follows:
(a)    Initial Service Period. You and the Company agree that you shall continue to be employed on a full-time basis and to serve in the role of Chief Sales Officer from the date of this Agreement until March 31, 2026 (such period, the “Initial Service Period”).
(b)    Subsequent Service Period. For the portion of the Transition Period following the Initial Service Period and until the Separation Date (the “Subsequent Service Period”), you will be employed in a part-time advisory capacity and will have the title of “Special Advisor.” During the Subsequent Service Period, you will continue to be employed by the Company and will perform such duties as reasonably directed by the Chief Customer and Revenue Officer (the “Services”), which may include (without limitation) those duties listed on, and subject to the limitations contained in, Attachment A.
You agree that you will not be employed by or provide services to any other person or entity during the Transition Period, except as specifically permitted by this Agreement, recognizing that such activity not permitted by this Agreement shall terminate the Transition Period as set forth below. During the Transition Period you may (i) serve on the board of directors or similar governing body of other business entities and (ii) engage in other outside activities; provided, however, that any board service or activities that (A) create a possible conflict with the Company, (B) are related in any way to the Company’s business, or (C) are part-time services for compensation (other than board service in the case of this clause (C)) must be approved in writing by the Company’s Chief Legal Officer, which approval shall not be unreasonably withheld, conditioned or delayed. In addition, any employment or full-time services for compensation with any other person or entity during the Transition Period shall be prohibited, and the Transition Period shall automatically terminate upon your commencement of such employment or other full-time service. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, you may continue to engage in the current board of directors and similar activities set forth on Attachment B during the Transition Period, and during the Subsequent Service Period, you may engage, without Company approval, in services as a director of any person or entity (whether or not for compensation) provided such service neither creates a possible conflict nor relates to the Company’s business.
Following the Initial Service Period, you will no longer be considered an officer of the Company. However, during the Transition Period, you shall remain subject to the Company's Securities Trading Policy, including as it relates to transactions involving Company securities, trading windows for transactions involving Company securities and transactions involving the securities of companies with whom the Company has a business relationship.
II.    Compensation during the Transition Period



(a)    Salary. During the Transition Period, you shall continue to receive a base salary, in accordance with the Company’s payroll procedures (the “Base Salary”). Your Base Salary during the Transition Period shall be calculated as follows: (i) during the Initial Service Period, your Base Salary will be equal to your salary as in effect immediately prior to the date hereof (i.e., rate of $530,000 per year) and (ii) during the Subsequent Service Period, your Base Salary shall be paid at the rate of $150,000 per annum. Your Base Salary shall be payable in installments in accordance with the regular payroll practices of the Company.
(b)    Equity Awards. You will continue to vest in your currently outstanding equity awards of the Company during the Transition Period, subject to the terms of the Company’s 2020 Equity Incentive Plan (the “Plan”) and your equity award agreements. For the avoidance of doubt, your provision of Services and agreed-upon continued employment with the Company under this Agreement are sufficient to meet any and all employment, service provider or similar criteria in the Plan and equity award agreements. Any equity awards that have not vested as of the end of the Transition Period shall be permanently forfeited. In all other respects, the terms of your outstanding equity awards shall continue to be governed by the terms and conditions of the Plan, your equity award agreements and that certain Side Letter Agreement between you and the Company, dated October 3, 2019 (“Side Letter Agreement”), including provisions related to the treatment of your equity awards in the event of a Qualifying Termination following a Change in Control of the Company, as such terms are defined in the Plan, your equity award agreements, and the Side Letter Agreement. The Company agrees that to the extent you were granted an equity award without such provisions (e.g. any equity granted to you after 2024), the terms of the Side Letter Agreement shall apply to such award. The Company further agrees that in the event of a Change in Control of the Company on or before the Separation Date, a Qualifying Termination prior to the Separation Date, or your departure on the Separation Date, shall in either case entitle you to the vesting acceleration contemplated in your equity award agreements and the Side Letter Agreement. The Company does not intend to grant you any new equity awards after December 31, 2025.
(c)    Benefit Plans. During the Initial Service Period and the Subsequent Service Period, through the end of the Transition Period, you will continue to be eligible to participate in the Company’s employee benefit plans, on the same terms and at the same level as of the date hereof, to the extent permitted by applicable plan terms and Company policy. Following the end of the Transition Period, you will be eligible to elect “COBRA” health continuation coverage. If you timely elect COBRA coverage and subject to your execution and non-revocation of the Supplemental Release attached as Attachment C, the Company will pay your monthly premium under COBRA for a period of three months, or, if earlier, the expiration of your continuation coverage under COBRA. Thereafter, you will be solely responsible for timely payment of all remaining COBRA premiums for the duration of COBRA coverage (if any).
(d)    Bonus. Subject to your compliance with the terms hereof, you shall be eligible to receive a pro-rated payment of your fiscal year 2026 sales incentive plan bonus, based on your service during the Initial Service Period, and otherwise in accordance with the terms of the Equinix Global Sales Incentive Plan (the “SIP Bonus”), and in addition to the SIP Bonus, any SPIFF programs you are eligible for during the quarter ending March 31, 2026 . You will not be eligible to receive any cash bonus, whether pursuant to the Company’s Sales Incentive Plan, Global Annual Incentive Plan, or otherwise, in respect of any period after March 31, 2026.
(e)    Severance. During the Initial Service Period, you will remain eligible to receive the severance and other benefits set forth in your Change in Control Severance Agreement with the Company dated October 3, 2019 (the “Severance Agreement”), or any successor agreement or severance plan, subject to the satisfaction of the terms and conditions set forth therein. After the Initial Service Period, during the Subsequent Service Period, you will no longer be eligible for any severance or other benefits provided under the Severance Agreement or in any other severance plan sponsored or maintained by the Company or any subsidiary.
(f)    Certain Company Devices. At the end of the Transition Period, you shall be entitled to retain ownership of any Company-issued computer, tablet, and mobile phone. You may also retain your existing mobile phone number, subject to any applicable transfer procedures and carrier requirements. Prior to transfer of ownership, the Company shall perform a complete data wipe of all Company confidential information and proprietary software from the devices. You agree to cooperate with the Company to facilitate the data wipe and transfer process.



(g)    Business Expense Reimbursement. The Company will reimburse you for any approved travel or other necessary business expenses incurred by you in the performance of your duties during the Transition Period, in accordance with the Company’s expense reimbursement policies as in effect from time to time; provided, however, that such expenses must be paid no later than the last day of the calendar year following the calendar year in which such expenses were incurred, and further provided that in no event will the amount of expenses so reimbursed in one taxable year affect the amount of expenses eligible for reimbursement in any other taxable year.
III.    Early Termination of Transition Period
The Transition Period shall terminate prior to the Separation Date in the following circumstances:

A.    Termination by the Company
The Company may terminate the Transition Period prior to the Separation Date only for Cause, as defined below, and not, for the avoidance of doubt, for any other reason. In the event the Company terminates the Transition Period for Cause, your equity awards shall stop vesting upon such termination and shall be forfeited to the extent unvested, and you shall only receive the accrued but unpaid Base Salary through the date of termination and any accrued and unused vacation entitlement. In such event, you also will not receive your SIP Bonus or any other bonus under any Company incentive plan, to the extent any such bonus was not previously paid.
For purposes of this Agreement, “Cause” means any one of the following: (i) your conviction of, or plea of guilty or no contest to, (A) a felony or (B) a crime involving moral turpitude, the nature and circumstances of which would materially adversely affect your ability to carry out your duties and responsibilities to the Company or any of its affiliates; (ii) your unauthorized use or willful disclosure of the proprietary or other confidential information of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iii) any act of fraud, embezzlement, theft or willful misappropriation involving assets of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (v) your material breach of any material agreement with the Company or any of its affiliates or material violation of a material policy or the code of conduct of the Company or any of its affiliates, in each case, that have been provided or made available to you in writing, including, without limitation, a material violation of the Company’s anti-harassment or anti-discrimination policies; (vi) gross negligence or willful misconduct in the performance of your duties and responsibilities to the Company or any of its affiliates, or (vii) engaging in misconduct or offensive activity, in each case that causes actual or potential significant harm (including financial or reputational harm) to the Company or any of its affiliates; provided, that “Cause” pursuant to the foregoing clauses (ii), (v), and (vii) shall exist only if the Company has (x) provided you with written notice of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 60 days of the Company learning of such Cause event, and (y) provided you shall have a period of 30 days thereafter to cure such Cause event (if such Cause event is curable). Any act or failure to act based upon: (A) authority given pursuant to a resolution duly adopted by the Board of Directors of the Company or any other direction from the Board of Directors of the Company or (B) advice of counsel for the Company, shall be presumed to be done or omitted to be done by you in good faith and in the best interests of the Company absent evidence of bad faith on the part of you.
B.    Termination by You
You may terminate the Transition Period for any reason prior to the Separation Date upon ten (10) days’ written notice. In addition, the Transition Period shall automatically terminate upon your commencement of any employment or other full-time service for compensation with any other person or entity (and you shall notify the Company in writing promptly following accepting any such employment or service) unless such employment or service has been previously authorized by the Company as provided in Section I. Upon any such termination by you for any reason, your equity awards shall stop vesting, all unvested equity awards shall be forfeited, and you shall only receive the accrued but unpaid Base Salary through the date of termination, your fiscal year 2025 annual incentive plan bonus under the Equinix, Inc. Global Annual Incentive Plan, if unpaid (subject to the provisions of Section II), and any accrued and unused vacation entitlement which has not been previously paid out.
C.    Resignation from Officer Positions



Effective on the date that the Transition Period and your employment with the Company ends for any reason, you hereby resign from any and all positions you hold with the Company and any of its subsidiaries. You agree to take any additional actions and to execute any additional documentation reasonably required in order to effectuate the resignations described in the immediately preceding sentence.

IV.    Proprietary Rights Agreement
By signing this Agreement, you reaffirm and agree to observe, abide by and be bound by the terms of the Proprietary Information and Inventions Agreement, that you signed with the Company (the “Confidentiality Agreement”). You also agree that no later than promptly following your last day of employment hereunder, you will make a reasonable and good faith effort to search for and return all documents and other items provided to you by the Company, developed or obtained by you in connection with your service with the Company, or otherwise belonging to the Company (other than de minimis items). Notwithstanding the foregoing, you shall be permitted to retain your personal correspondence and all information reasonably necessary for you to prepare your personal tax returns. Notwithstanding any other provision herein or in any other agreement, you shall not be held liable under this Agreement, any other agreement, or any federal or state trade secret law for making a confidential disclosure of a Company trade secret or other confidential information to a government official or an attorney for the purpose of reporting or investigating a suspected violation of law or regulation, or in a court filing under seal.
V.    Non-Disparagement
You agree that you shall not in any way or by any means disparage the Company, the members of the Company’s Board of Directors or the Company’s officers and employees. Nothing in this Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.
VI.    Non-Solicitation
You agree that during your employment with the Company and during the 12-month period following the Separation Date, you shall not directly or indirectly, personally or through others, solicit or attempt to solicit the employment of any employee or consultant of the Company or any of the Company’s affiliates, whether on your own behalf or on behalf of any other person or entity.
VII.    Release
By signing this Agreement, you, on your own behalf and on behalf of your heirs, family members, executors, agents, and assigns, hereby and forever release the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”) from, and agree not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that you may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date of your signing of this Agreement relating to or arising from your employment relationship with the Company and the termination of that relationship, including, without limitation:

a.    any and all claims relating to, or arising from, your right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. For the avoidance of doubt, this does not affect your right to continued vesting under Section II(b) above;



b.    any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
c.    any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the Age Discrimination in Employment Act; and the Older Workers Benefit Protection Act;
d.    any and all claims for violation of the federal or any state constitution;
e.    any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
f.    any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by you as a result of this Agreement; and
g.    any and all claims for attorneys’ fees and costs.
You agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released, subject to the limitations set forth in this Section. Notwithstanding any term in this Agreement, this release does not extend to any obligations or rights incurred under this Agreement. Notwithstanding any term in this Agreement, this release does not release claims or rights that cannot be released as a matter of law, including, but not limited to, your right to file a charge with, participate in an investigation by, provide information to, or otherwise assist the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give you the right to recover any monetary damages from the Company; your release of claims herein bars you from recovering such monetary relief from the Company), or claims under the California Fair Employment and Housing Act. Notwithstanding any other term in this Agreement, this release does not release claims or your right: to receive benefits required to be provided in accordance with applicable law, including without limitation, continued health coverage under COBRA; in and to your Company equity, including, without limitation, your right to vest during the term of your employment, receive delivery of, exercise, hold and sell your Company equity (subject to the terms of the documents and plans governing such equity); arising after the date you execute this Agreement. In addition, nothing herein shall waive your right to receive any whistleblower award.
You acknowledge that you have been advised to consult with legal counsel and are familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
You, being aware of said code section, agree to expressly waive any rights you may have thereunder, as well as under any other statute or common law principles of similar effect.



You further represent that you have no lawsuits, claims, or actions pending in your name, or made on your behalf by any other person or entity, against the Company or any of the other Releasees, relating to claims which would otherwise be released under this Agreement.
You understand that this Agreement shall be null and void if not executed and returned to the Company on the date hereof or within twenty-one (21) days thereafter. This Agreement will become effective on the eighth (8th) day after its execution (the “Effective Date”) by you, provided that you have not revoked your acceptance by notifying Kurt Pletcher at Equinix, Inc., One Lagoon Drive, Redwood City, California 94065 in writing or by email at kpletcher@equinix.com on or before the seventh (7th) day after its execution by you.

You acknowledge that you are waiving and releasing any rights you may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”), and that this waiver and release is knowing and voluntary. You agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA and OWBPA after the date of your execution of this Agreement. You acknowledge that the consideration given for this waiver and release is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing that: (a) you should consult with an attorney prior to executing this Agreement; (b) you have twenty-one (21) days within which to consider this Agreement; (c) you have seven (7) days following your execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so. In the event you sign this Agreement and return it to the Company in less than the 21-day period identified above, you hereby acknowledge that you have freely and voluntarily chosen to waive the time period allotted for considering this Agreement.
VIII.    No Admission of Liability
You and the Company understand and acknowledge that the release contained in Section VII constitutes a compromise and settlement of any and all actual or potential disputed claims by you and the Company. No action taken by the Company or you hereto, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company or you of any fault or liability whatsoever to you, the Company or to any third party.
IX.    Costs
The parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the preparation of this Agreement.

X.    Authority
The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. You represent and warrant that you have the capacity to act on your own behalf and on behalf of all who might claim through you to bind you to the terms and conditions of this Agreement. Each party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.

XI.    No Representations
You represent that you have had an opportunity to consult with an attorney, and have carefully read and understand the scope and effect of the provisions of this Agreement. You have not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.
XII.    Status; Tax Withholdings
During the Transition Period, you will be considered an employee of the Company for purposes of applicable law. All payments pursuant to this Agreement are subject to all applicable tax withholdings.



XIII.    Severability
In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.
XIV.    Entire Agreement
This Agreement and attachments represent the entire agreement and understanding between the Company and you concerning the subject matter of this Agreement and your employment with and separation from the Company, and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and your relationship with the Company, with the exception of the agreements referenced in this Agreement, including but not limited to, the Confidentiality Agreement and any applicable Company equity plan or equity award agreement. In addition, for the avoidance of doubt, except as otherwise set forth in this Agreement, you acknowledge that you are not entitled to any severance or other termination benefits in connection with the changes to your terms and conditions of employment and the termination of your employment as contemplated by this Agreement.
XV.    No Oral Modifications
This Agreement may only be amended in a writing signed by you and the Company.
XVI.    Section 409A
It is intended that this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the final regulations and official guidance thereunder (“Section 409A”) and any ambiguities herein will be interpreted to so comply and/or be exempt from Section 409A. Each payment and benefit to be paid or provided under this Agreement is intended to constitute a series of separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.
The Company and you will work together in good faith to consider either (i) amendments to this Agreement, or (ii) revisions to this Agreement with respect to the payment of any awards, which are necessary or appropriate to avoid imposition of any additional tax or income recognition prior to the actual payment to you under Section 409A, provided that in making such amendments or revisions the Company and you shall reasonably attempt to maintain the original economic intent of the applicable provision without contravening the provisions of Section 409A of the Code to the maximum extent practicable.
XVII.    Governing Law
This Agreement shall be governed by the laws of the State of California, without regard to choice-of-law provisions. You consent to personal and exclusive jurisdiction and venue in the State of California.
XVIII.    Counterparts
This Agreement may be executed in counterparts and by facsimile, and each counterpart and facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.
XIX.    Voluntary Execution of Agreement
You understand and agree that you executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of your claims against the Company and any of the other Releasees.
XX.    No Guaranteed Employment



Nothing in this Agreement shall be construed as conferring any right upon you to continued employment with the Company, or interfere with the right of the Company to terminate, or change the terms of, your employment at any time.
XXI.    No Duty to Mitigate
You shall have no duty to mitigate any breach of this Agreement by the Company and, except as expressly provided herein, any amounts due under this Agreement shall not be reduced by compensation received from subsequent employment.


IN WITNESS WHEREOF, the parties have executed this Agreement on the respective dates set forth below.
Mike Campbell, an individual
Dated: 2/16/26
By:     /s/ Mike Campbell            


Equinix, Inc.

Dated: 2/16/26

By:     /s/ Brandi G. Morandi            
Name: Brandi Galvin Morandi
Title: Chief People Officer


























[Signature Page to Transition Agreement]




ATTACHMENT A
SERVICES AND
RESTRICTIONS
During the Subsequent Service Period, the Services as reasonably directed by the Chief Customer and Revenue Officer may include, without limitation, assisting in the transition of your duties and providing ongoing strategic advice and support to the Chief Customer and Revenue Officer.

During the Subsequent Service Period, you shall continue to have Workday access for your own personal information only, access to The Hub, and email and calendar access on the Company’s system, and no access to any of the Company’s other systems. For the avoidance of doubt, you agree to use your Company email only for Company-related purposes during the Subsequent Service Period.


























































ATTACHMENT B

CURRENT OUTSIDE
ACTIVITIES


N/A




















































ATTACHMENT C
SUPPLEMENTAL RELEASE OF
CLAIMS
This Supplemental Release of Claims (“Supplemental Release”) is made by and between Mike Campbell (“Employee”) and Equinix, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
In consideration for the mutual promises and consideration provided both herein and in the Letter Agreement between the Employee and the Company dated as of February 16, 2026 (the “Letter Agreement”), Employee hereby extends the waiver and release of the Releasees in Section VII of the Letter Agreement to any claims that may have arisen on or prior to the date of Employee’s signing of this Supplemental Release.
The undersigned parties further acknowledge that the terms of the Letter Agreement shall apply to this Supplemental Release and are incorporated herein.
Employee understands that this Supplemental Release shall be null and void if not executed and returned to the Company on Employee’s date of termination of employment or within twenty-one (21) days thereafter. This Supplemental Release will become effective on the eighth (8th) day after its execution (the “Supplemental Release Effective Date”) by the Employee, provided that Employee has not revoked Employee’s acceptance by notifying Kurt Pletcher at Equinix, Inc., One Lagoon Drive, Redwood City, California 94065 in writing or by email at kpletcher@equinix.com on or before the seventh (7th) day after its execution by Employee. Following the Supplemental Release Effective Date, the Company will provide Employee the benefits described in, and subject to the terms of, Section II of the Letter Agreement.
Employee acknowledges, in addition to extending the waiver and release of all of the claims set forth in the Letter Agreement, he is again waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”) and is also waiving and releasing any claims he may have under the California Fair Employment and Housing Act, and that this waiver and release is knowing and voluntary. Employee agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA and OWBPA after the date of Employee’s execution of this Supplemental Release. Employee acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled.
Employee acknowledges that Employee has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Employee, being aware of said code section, agrees to expressly waive any rights Employee may have thereunder, as well as under any other statute or common law principles of similar effect.
Employee reaffirms that he has no lawsuits, claims, or actions pending in his name, or made on his behalf by any other person or entity, against the Company or any of the other Releasees, relating to claims which would otherwise be released under this Supplemental Release.



Employee further acknowledges that he has been advised by this writing that: (a) he should consult with an attorney prior to executing this Supplemental Release; (b) he has twenty-one (21) days within which to consider this Supplemental Release; (c) he has seven (7) days following Employee’s execution of this Supplemental Release to revoke this Supplemental Release; (d) this Supplemental Release shall not be effective until after the revocation period has expired; and (e) nothing in this Supplemental Release prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so. In the event Employee signs this Agreement and returns it to the Company in less than the 21-day period identified above, Employee hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Supplemental Release
IN WITNESS WHEREOF, the Parties have executed this Supplemental Release on the respective dates set forth below.

Mike Campbell, an individual
Dated:
By:                 


Equinix, Inc.

Dated:

By:                 
Name: Brandi Galvin Morandi
Title: Chief People Officer


EX-21.1 13 eqix-q126xexhibit211.htm EX-21.1 Document
Exhibit 21.1
Subsidiaries of Equinix, Inc.


Entity Jurisdiction
APAC 1 Hyperscale LP Singapore
APAC Hyperscale 2 LP Singapore
APAC Hyperscale 3 Private Limited Singapore
CHI 3 Procurement, LLC Illinois
CHI 3, LLC Delaware
CHI 8, LLC Delaware
CHx, LLC Delaware
Consorcio Equinix Brasil Brazil
Contrato de Fideicomiso Irrevocable de Administración de Bienes Inmuebles número FID/3714 Mexico
Contrato de Fideicomiso Irrevocable de Administración Número FID/3933 Mexico
DA12, LLC Delaware
EMEA Hyperscale 1 C.V. Netherlands
EMEA Hyperscale 2 C.V. Netherlands
Equinix (Africa) Acquisition Holdings B.V. Netherlands
Equinix (AM14) B.V. Netherlands
Equinix (APAC) Hyperscale Services Pte. Ltd. Singapore
Equinix (APAC) Services Pte. Ltd. Singapore
Equinix (Australia) Enterprises Pty Limited Australia
Equinix (Bulgaria) Data Centers EOOD Bulgaria
Equinix (Canada) Enterprises Ltd. Ontario
Equinix (Canada) Services Ltd. Ontario
Equinix (China) Investment Holding Co., Ltd. (亿利互连(中国)投资有限公司) China
Equinix (DB1) Limited Ireland
Equinix (EMEA) Acquisition Enterprises B.V. Netherlands
Equinix (EMEA) B.V. Netherlands
Equinix (EMEA) Hyperscale Services B.V. Netherlands
Equinix (EMEA) Management, Inc. Delaware
Equinix (Finland) Enterprises Oy Finland
Equinix (Finland) Oy Finland
Equinix (France) Enterprises SAS France
Equinix (Germany) Enterprises GmbH Germany
Equinix (Germany) GmbH Germany
Equinix (Hong Kong) Enterprises Limited Hong Kong
Equinix (India) Enterprises Private Limited India
Equinix (Ireland) Enterprises Limited Ireland
Equinix (Ireland) Limited Ireland
Equinix (Italia) Enterprises S.r.l. Italy
Equinix (Japan) Enterprises K.K. Japan
Equinix (Japan) Technology Services K.K. Japan
Equinix (JH3) Holding Pte. Ltd. Singapore



Entity Jurisdiction
EQUINIX (JH3) SDN. BHD. Malaysia
Equinix (LD-A) Limited Jersey
Equinix (LD-B) Limited Jersey
Equinix (MA5) Limited England
Equinix (MLx) S.r.l. Italy
Equinix (Netherlands) B.V. Netherlands
Equinix (Netherlands) Enterprises B.V. Netherlands
Equinix (Netherlands) Holdings B.V. Netherlands
Equinix (Philippines) Inc Philippines
Equinix (Philippines) Services Inc. Philippines
Equinix (Poland) Enterprises sp. z o.o. Poland
Equinix (Poland) Services sp. z o.o. Poland
Equinix (Poland) sp. z o.o. Poland
Equinix (Poland) Technology Services sp. z o.o. Poland
Equinix (Portugal) Data Centers, S.A. Portugal
Equinix (Real Estate) GmbH Germany
Equinix (Real Estate) Holdings SC France
Equinix (Real Estate) SCI France
Equinix (Services) Limited England
Equinix (Singapore) Enterprises Pte. Ltd. Singapore
Equinix (SK3) Handelsbolag Sweden
Equinix (SK4) AB Sweden
Equinix (South Africa) (Pty) Ltd South Africa
Equinix (South Africa) Enterprises (Pty) Ltd South Africa
Equinix (Spain) Enterprises, S.L.U. Spain
Equinix (Spain), S.A.U. Spain
Equinix (Sweden) AB Sweden
Equinix (Sweden) Enterprises AB Sweden
Equinix (Switzerland) Enterprises GmbH Switzerland
Equinix (Switzerland) GmbH Switzerland
Equinix (Thailand) Limited Thailand
Equinix (UK) Enterprises Limited England
Equinix (UK) Limited England
Equinix (US) Enterprises, Inc. Delaware
Equinix (West Africa) Acquisition Enterprises B.V. Netherlands
Equinix (West-Africa) Services B.V. Netherlands
Equinix Africa Investment LLC Delaware
Equinix AMER Hyperscale 2 (GP) LLC Delaware
Equinix AMER Hyperscale 2 (LP) LLC Delaware
Equinix AMER Hyperscale 2 LP Delaware
Equinix AMER Hyperscale 3 (GP) LLC Delaware
Equinix AMER Hyperscale 3 (LP) LLC Delaware
Equinix AMER Hyperscale 3 LP Delaware
Equinix AMER Hyperscale 3 REIT LLC Delaware



Entity Jurisdiction
Equinix APAC 1 Hyperscale Holdings 1 Pte. Ltd. Singapore
Equinix APAC 1 Hyperscale Holdings 2 Pte. Ltd. Singapore
Equinix APAC 1 Hyperscale Holdings Pte. Ltd. Singapore
Equinix APAC Holdings Pte. Ltd. Singapore
Equinix APAC Hyperscale 1 (LP) LLC Delaware
Equinix APAC Hyperscale 2 (GP) Pte. Ltd. Singapore
Equinix APAC Hyperscale 2 (LP) LLC Delaware
Equinix APAC Hyperscale 2 Holdings 1 Pte. Ltd. Singapore
Equinix APAC Hyperscale 2 Holdings 2 Pte. Ltd. Singapore
Equinix APAC Hyperscale 3 (GP) Pte. Ltd. Singapore
Equinix APAC Hyperscale 3 LP Singapore
Equinix Asia Financing Corporation Pte. Ltd. Singapore
Equinix Asia Pacific Holdings Pte. Ltd. Singapore
Equinix Asia Pacific Pte. Ltd. Singapore
Equinix Australia National Pty Ltd Australia
Equinix Australia Pty Limited Australia
Equinix Australia Real Estate Pty Ltd Australia
EQUINIX BEE SPV (Pty) Ltd South Africa
Equinix Canada Financing Ltd. Ontario
Equinix Canada Holdings Limited British Columbia
Equinix Canada Ltd Ontario
Equinix Chile Enterprises SpA Chile
Equinix Chile SpA Chile
Equinix Colombia (BG3) S.A.S Colombia
Equinix Colombia, Inc. Pte. Ltd. Singapore
Equinix Cote d'Ivoire SA Côte d'Ivoire
Equinix DataCenter (Ghana) Ltd Ghana
Equinix DataCenter (Nigeria) Limited Nigeria
Equinix Datacenter Connect Network Nigeria Ltd Nigeria
Equinix do Brasil Soluções de Tecnologia em Informática Ltda. Brazil
Equinix do Brasil Telecomunicações Ltda. Brazil
Equinix Europe 1 Financing Corporation LLC Delaware
Equinix Europe 2 Financing Corporation LLC Delaware
Equinix France SAS France
Equinix Government Solutions LLC Delaware
Equinix Hong Kong Limited Hong Kong
Equinix Hyperscale (GP) LLC Delaware
Equinix Hyperscale (GP) Pte. Ltd. Singapore
Equinix Hyperscale (LP) LLC Delaware
Equinix Hyperscale 1 (DB5) Enterprises Limited Ireland
Equinix Hyperscale 1 (DB5) Limited Ireland
Equinix Hyperscale 1 (FR11) Enterprises GmbH Germany
Equinix Hyperscale 1 (FR11) GmbH Germany
Equinix Hyperscale 1 (FR9) Enterprises GmbH Germany



Entity Jurisdiction
Equinix Hyperscale 1 (FR9) GmbH Germany
Equinix Hyperscale 1 (France) Holdings SAS France
Equinix Hyperscale 1 (Japan) TMK Japan
Equinix Hyperscale 1 (LD11) Enterprises Limited England
Equinix Hyperscale 1 (LD11) Limited England
Equinix Hyperscale 1 (LD13) Limited England
Equinix Hyperscale 1 (OS2) Enterprises GK Japan
Equinix Hyperscale 1 (OS2) GK Japan
Equinix Hyperscale 1 (PA8) SAS France
Equinix Hyperscale 1 (PA9) SAS France
Equinix Hyperscale 1 (TY12) Enterprises GK Japan
Equinix Hyperscale 1 (TY12) GK Japan
Equinix Hyperscale 1 (TY14) GK Japan
Equinix Hyperscale 1 (UK) Financing Limited England
Equinix Hyperscale 1 Finco B.V. Netherlands
Equinix Hyperscale 1 GK Japan
Equinix Hyperscale 1 Holdings B.V. Netherlands
Equinix Hyperscale 2 (AM12) B.V. Netherlands
Equinix Hyperscale 2 (Australia) Enterprises 1 Pty Limited Australia
Equinix Hyperscale 2 (Australia) Enterprises 2 Pty Limited Australia
Equinix Hyperscale 2 (FR10) Enterprises GmbH Germany
Equinix Hyperscale 2 (FR10) GmbH Germany
Equinix Hyperscale 2 (FR12) GmbH Germany
Equinix Hyperscale 2 (FR16) Enterprises GmbH Germany
Equinix Hyperscale 2 (FR16) GmbH Germany
Equinix Hyperscale 2 (France) Holdings B.V. Netherlands
Equinix Hyperscale 2 (GP) LLC Delaware
Equinix Hyperscale 2 (HE10) Enterprises Oy Finland
Equinix Hyperscale 2 (HE10) Oy Finland
Equinix Hyperscale 2 (LDx) Limited England
Equinix Hyperscale 2 (LP) LLC Delaware
Equinix Hyperscale 2 (MD3) Enterprises, S.L. Spain
Equinix Hyperscale 2 (MD3), S.L. Spain
Equinix Hyperscale 2 (ML10) S.r.l. Italy
Equinix Hyperscale 2 (ML7) Enterprises S.r.l. Italy
Equinix Hyperscale 2 (ML7) S.r.l. Italy
Equinix Hyperscale 2 (ML9) S.r.l Italy
Equinix Hyperscale 2 (PA12) Enterprises SAS France
Equinix Hyperscale 2 (PA12) SAS France
Equinix Hyperscale 2 (PA13) Enterprises SAS France
Equinix Hyperscale 2 (PA13) SAS France
Equinix Hyperscale 2 (PA15) SAS France
Equinix Hyperscale 2 (SP5) Enterprises Ltda Brazil
Equinix Hyperscale 2 (SP5) Ltda. Brazil



Entity Jurisdiction
Equinix Hyperscale 2 (SP7) Ltda. Brazil
Equinix Hyperscale 2 (SV12) Enterprises, Inc. Delaware
Equinix Hyperscale 2 (SV12) LLC Delaware
Equinix Hyperscale 2 (SY10) Pty Limited Australia
Equinix Hyperscale 2 (SY9) Pty Limited Australia
Equinix Hyperscale 2 (WA4) Enterprises sp. z o.o. Poland
Equinix Hyperscale 2 (WA4) sp. z o.o. Poland
Equinix Hyperscale 2 Finco A B.V. Netherlands
Equinix Hyperscale 2 Finco B B.V. Netherlands Equinix Hyperscale 2 Finco B B.V.
Equinix Hyperscale 2 Finco B B.V. Netherlands
Equinix Hyperscale 2 Holdings 2 B.V. Netherlands
Equinix Hyperscale 2 Holdings A B.V. Netherlands
Equinix Hyperscale 2 Holdings B B.V. Netherlands
Equinix Hyperscale 2 Holdings B.V. Netherlands
Equinix Hyperscale 2 Holdings C B.V. Netherlands
Equinix Hyperscale 2 Holdings D B.V. Netherlands
Equinix Hyperscale 2 Holdings E B.V. Netherlands
Equinix Hyperscale 2 IL5 Data Merkezi Üretim İnșaat Sanayi Ve Ticaret Limited Şirketi Turkey
Equinix Hyperscale 3 (AT10) LLC Delaware
Equinix Hyperscale 3 (AT10) Partnership LLC Delaware
Equinix Hyperscale 3 (AT10) REIT LLC Delaware
Equinix Hyperscale 3 (AT11) LLC Delaware
Equinix Hyperscale 3 (AT11) Partnership LLC Delaware
Equinix Hyperscale 3 (AT11) REIT LLC Delaware
Equinix Hyperscale 3 (AT12) LLC Delaware
Equinix Hyperscale 3 (AT12) Partnership LLC Delaware
Equinix Hyperscale 3 (AT12) REIT LLC Delaware
Equinix Hyperscale 3 (AT13) LLC Delaware
Equinix Hyperscale 3 (AT13) Partnership LLC Delaware
Equinix Hyperscale 3 (AT13) REIT LLC Delaware
Equinix Hyperscale 3 (Atlanta) Association, Inc. Georgia
Equinix Hyperscale 3 (Atlanta) Holdings LLC Delaware
Equinix Hyperscale 3 (Atlanta) LLC Delaware
Equinix Hyperscale 3 (CH10) LLC Delaware
Equinix Hyperscale 3 (CH10) Partnership LLC Delaware
Equinix Hyperscale 3 (CH10) REIT LLC Delaware
Equinix Hyperscale 3 (CH11) LLC Delaware
Equinix Hyperscale 3 (CH11) Partnership LLC Delaware
Equinix Hyperscale 3 (CH11) REIT LLC Delaware
EQUINIX HYPERSCALE 3 (CH8) LLC Delaware
Equinix Hyperscale 3 (CH8) Partnership LLC Delaware
Equinix Hyperscale 3 (CH8) REIT LLC Delaware
Equinix Hyperscale 3 (CH9) LLC Delaware



Entity Jurisdiction
Equinix Hyperscale 3 (CH9) Partnership LLC Delaware
Equinix Hyperscale 3 (CH9) REIT LLC Delaware
Equinix Hyperscale 3 (Chicago) Association, Inc. Illinois
Equinix Hyperscale 3 (Chicago) Holdings LLC Delaware
Equinix Hyperscale 3 (Chicago) LLC Delaware
Equinix Hyperscale 3 (SL2) LLC Korea (the Republic of)
Equinix Hyperscale 3 (SL3) LLC Korea (the Republic of)
Equinix Hyperscale 3 Procurement Holdings LLC Delaware
Equinix Hyperscale 3 Procurement LLC Delaware
Equinix II (Portugal) Enterprises Data Centers, Unipessoal Lda Portugal
Equinix India Private Limited India
Equinix India Professional Services Private Limited India
Equinix India Services Private Limited India
Equinix Information Technology (Shanghai) Co., Ltd.
(亿利互连信息技术(上海)有限公司)
China
Equinix Italia S.r.l. Italy
Equinix Japan K.K. Japan
Equinix Korea Holdings LLC Korea (the Republic of)
Equinix Korea LLC Korea (the Republic of)
Equinix Leasing, S. de R.L. de C.V. Mexico
Equinix LLC Delaware
Equinix Malaysia Enterprises Sdn. Bhd. Malaysia
Equinix Malaysia Sdn. Bhd. Malaysia
Equinix Mexico Holdings, S. de R.L. de C.V. Mexico
Equinix Middle East FZ-LLC United Arab Emirates
Equinix Middle East Services LLC Oman
Equinix Muscat LLC Oman
Equinix MX Services, S.A. de C.V. Mexico
Equinix Northern Europe Holdings LLC Delaware
Equinix Pacific LLC Delaware
Equinix Peru S.R.L. Peru
Equinix Procurement (2024) LLC Delaware
Equinix Professional Services, Inc. Delaware
Equinix Querétaro, S. de R.L. de C.V. Mexico
Equinix RP II LLC Delaware
Equinix Saudi for Information Technology LLC Saudi Arabia
Equinix Security (CU1) LLC Delaware
Equinix Security LLC Delaware
Equinix Services Colombia S.A.S. Colombia
Equinix Services, Inc. Delaware
Equinix Singapore Holdings Pte. Ltd. Singapore



Entity Jurisdiction
Equinix Singapore Pte. Ltd. Singapore
Equinix South America Holdings, LLC Delaware
Equinix Southeast Asia Pte. Ltd. Singapore
Equinix Turkey Data Merkezi Üretim Inşaat Sanayi ve Ticaret Anonim Şirketi Turkey
Equinix Turkey Enterprises Data Merkezi Üretim Inşaat Sanayi ve Ticaret Anonim Şirketi Turkey
Equinix WGQ Information Technology (Shanghai) Co., Ltd.
(亿利互连(上海)通讯科技有限公司)
China
Equinix YP Information Technology (Shanghai) Co., Ltd.
(亿利互连数据系统(上海)有限公司)
China
FiberAccess Nigeria Limited Nigeria
Gaohong Equinix (Shanghai) Information Technology Co., Ltd
(高鸿亿利(上海)信息技术有限公司)
China
Harbour Exchange Management Company Limited England
Harbour Exchange Propco Limited England
Infomart Dallas GP, LLC Delaware
Infomart Dallas, LP Delaware
Infraco Nigeria Limited Nigeria
Interconnecting Collective (RF) NPC South Africa
Main One Cable Company Ltd Mauritius
Main One Cable Company Nigeria LFZ Enterprise Nigeria
Main One Cable Company Nigeria Limited Nigeria
Main One Cable Company Portugal, S.A. Portugal
MainOne Cable Company (Ghana) Limited Ghana
MainOne Cote d'Ivoire SA Côte d'Ivoire
MAINONE DATACENTER NIGERIA LTD Nigeria
Maintecknosoft Ltd Ghana
McLaren Pty Limited Australia
McLaren Unit Trust Australia
Metronode (Act) Pty Limited Australia
Metronode (NSW) Pty Ltd Australia
Metronode C1 Pty Limited Australia
Metronode Group Pty Limited Australia
Metronode Investments Pty Limited Australia
Metronode M2 Pty Ltd Australia
Metronode P2 Pty Limited Australia
Metronode S2 Pty Ltd Australia
MGH Bidco Pty Limited Australia
MGH Finco Pty Limited Australia
MGH Holdco Pty Ltd Australia
MGH Pegasus Pty Ltd Australia
NY2 Hartz Way, LLC Delaware
Odyssey Solutions SARL Côte d'Ivoire
PT Equinix Indonesia Hldgs Indonesia
PT Equinix Indonesia JKT Indonesia



Entity Jurisdiction
SV1, LLC Delaware
SV20, LLC Delaware
Switch & Data WA One LLC Delaware
Switch And Data NJ Two LLC Delaware
Tussenlanen B.V. Netherlands
Upminster GmbH Germany
VDC I, LLC Delaware
VDC V, LLC Delaware
Virtu Secure Webservices B.V. Netherlands

EX-31.1 14 eqix-q126xexhibit311.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Adaire Fox-Martin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Equinix, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Adaire Fox-Martin
Adaire Fox-Martin
Chief Executive Officer and President
Dated: April 29, 2026


EX-31.2 15 eqix-q126xexhibit312.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Olivier Leonetti, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Equinix, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Olivier Leonetti
Olivier Leonetti
Chief Financial Officer
Dated: April 29, 2026


EX-32.1 16 eqix-q126xexhibit321.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Equinix, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Adaire Fox-Martin, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Adaire Fox-Martin
Adaire Fox-Martin
Chief Executive Officer and President
April 29, 2026

EX-32.2 17 eqix-q126xexhibit322.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Equinix, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Olivier Leonetti, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Olivier Leonetti
Olivier Leonetti
Chief Financial Officer
April 29, 2026