DigitalOcean Announces Repurchase of Up to $500.0 Million Aggregate Principal Amount of 2030 Convertible Senior Notes. The Transaction Will Be Funded by a Concurrent Registered Direct Offering of Common Stock.

BROOMFIELD, Colo.--(BUSINESS WIRE)--DigitalOcean Holdings, Inc. (NYSE: DOCN), the AI-Native Cloud, purpose-built for inference and agentic workloads, today announced a cash repurchase (the “Repurchase”) of a majority of its 0.00% convertible senior notes due 2030 (the “2030 Convertible Notes”) and its intention to offer, subject to market and other conditions, shares of its common stock to holders of 2030 Convertible Notes participating in the Repurchase in a direct placement registered under the Securities Act of 1933, as amended (the “Registered Direct Offering”).

Key Elements of the Transactions

• DigitalOcean intends to repurchase up to $500.0 million of the 2030 Convertible Notes in privately negotiated transactions.
• The repurchases will be funded by the Registered Direct Offering of DigitalOcean’s common stock.
• The transaction is expected to reduce net leverage with minimal change in cash or shares outstanding.
• Repurchased notes will be retired, and shares issued in the Registered Direct Offering are expected to be largely offset by shares underlying the repurchased notes.
• The Company intends to use its existing share repurchase authorization to repurchase any incremental shares issued as part of this transaction to eliminate any dilution.
• The transaction creates capacity to support expansion of DigitalOcean’s AI-Native Cloud.

Repurchase of 2030 Convertible Notes

DigitalOcean intends to use the net proceeds from the Registered Direct Offering to enter into one or more separate, privately negotiated transactions with a limited number of holders of the 2030 Convertible Notes to repurchase up to $500.0 million principal amount of the 2030 Convertible Notes for cash. The Company will use cash on hand to pay expenses related to the transactions. The repurchase price will be determined based on a volume-weighted average price of DigitalOcean’s common stock following the signing of the applicable note purchase agreement with each participating noteholder measured over the next trading day, which is expected to be July 15, 2026. The Repurchase will be subject to closing conditions that may not be satisfied. No assurance can be given as to how many, if any, of the 2030 Convertible Notes will be repurchased or the terms on which they will be repurchased. The transactions are expected to close on July 23, 2026, subject to customary closing conditions.

In connection with the Repurchase, certain holders of the 2030 Convertible Notes that participate in the Repurchase may purchase or sell shares of DigitalOcean’s common stock in the open market or enter into or unwind various derivative transactions with respect to DigitalOcean’s common stock to unwind any hedge positions they may have with respect to the 2030 Convertible Notes or to hedge or unwind their exposure in connection with the Repurchase.

The amount of DigitalOcean’s common stock to be sold or purchased by such holders or the notional number of shares of DigitalOcean’s common stock underlying such derivative transactions may be substantial in relation to the historical average daily trading volume of DigitalOcean’s common stock. These activities may adversely affect the trading price of DigitalOcean’s common stock. DigitalOcean cannot predict the magnitude of such market activities or the overall effect they will have on the price of its common stock.

Registered Direct Offering

DigitalOcean intends to offer, subject to market and other conditions, shares of its common stock in the Registered Direct Offering. The number of shares to be sold, and the price per share, will be determined at the pricing of the Registered Direct Offering. DigitalOcean intends to use the net proceeds, together with cash on hand, from the Registered Direct Offering to repurchase up to $500.0 million principal amount of the 2030 Convertible Notes for cash in the Repurchase described above.

The Registered Direct Offering is being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). The Registered Direct Offering will be made only by means of a prospectus supplement and an accompanying prospectus. An electronic copy of the preliminary prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement, together with the accompanying prospectus, can be obtained by contacting: DigitalOcean Holdings, Inc., 105 Edgeview Drive, Suite 425, Broomfield, Colorado 80021, Attention: Legal Department, Telephone: [phone].

J. Wood Capital Advisors LLC is acting as financial advisor for the placement.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of DigitalOcean’s common stock, nor will there be any sale of any of DigitalOcean’s securities in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. This press release does not constitute an offer to buy, or a solicitation of any offer to sell, any 2030 Convertible Notes.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements include statements regarding the Company’s current expectations regarding the transactions described in this press release, including the timing and completion of the Registered Direct Offering and the Repurchase, the effect of these transactions on DigitalOcean’s common stock and potential future share repurchases, and can be identified by the fact that they do not relate strictly to historical or current facts. These forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other factors that could cause the Company’s actual results to differ materially from management’s current expectations, including whether the conditions to closing of the Registered Direct Offering or the Repurchase will be satisfied and whether the transactions will be completed on the expected terms or at all. Further information on these and additional risks, uncertainties, assumptions and other factors is included under the caption “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings and reports the Company makes with the SEC. The forward-looking statements contained in this press release are made as of the date hereof, and the Company assumes no obligation to update such statements, except as required by law.

About DigitalOcean

DigitalOcean (NYSE: DOCN) is the AI-Native Cloud, purpose-built for inference and agentic workloads. Its five-layer integrated platform, spanning GPU and CPU infrastructure, core cloud, inference, data, and managed agent orchestration, is open throughout with no vendor lock-in, giving builders everything they need to start fast, scale production AI workloads, and improve unit economics. More than 650,000 customers and millions of developers globally trust DigitalOcean to build, ship, and scale their applications.