DigitalOcean Announces Pricing of Upsized Public Offering of Common Stock

Key Terms

underwritten offering financial

An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.

term loan a financial

Term Loan A is a portion of a company’s syndicated bank loan that is paid down with regular principal installments over a set period, usually carries lower interest and a shorter maturity than other loan tranches. It matters to investors because its scheduled repayments and interest cost affect a company’s cash flow and borrowing needs; heavy near‑term payments can reduce cash available for dividends, investment or increase refinancing risk, much like a mortgage with larger monthly payments limits household flexibility.

shelf registration statement regulatory

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

form 4 regulatory

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

convertible senior notes financial

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

rule 10b5-1 trading plan regulatory

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

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BROOMFIELD, Colo.--(BUSINESS WIRE)-- DigitalOcean Holdings, Inc. (NYSE: DOCN), the Agentic Inference Cloud built for production AI, announced today the pricing of an upsized underwritten offering (the “Offering”) of 10,389,611 shares of its common stock for total gross proceeds of approximately $800 million. DigitalOcean has granted the underwriters a 30-day option to purchase up to an additional 1,558,441 shares of common stock at the public offering price, less the underwriting discounts and commissions. The size of the Offering was increased from the previously announced $700 million of shares of common stock. The Offering is expected to close on March 26, 2026, subject to customary closing conditions.

DigitalOcean intends to use the net proceeds from the Offering (i) to make investments in additional infrastructure capacity, beyond what it has previously communicated, to support customer demand for DigitalOcean’s cloud / AI platform, (ii) to strengthen its balance sheet by paying down its existing Term Loan A, and (iii) for general corporate purposes. DigitalOcean is in advanced discussions to secure this additional data center capacity to support its growth.

J.P. Morgan, Morgan Stanley and BofA Securities are acting as joint book-running managers for the Offering. Goldman Sachs & Co. LLC, Citizens Capital Markets and MUFG are acting as bookrunners for the Offering. KeyBanc Capital Markets is acting as a co-manager for the Offering.

The Offering is being made pursuant to DigitalOcean’s effective shelf registration statement on Form S-3, including a base prospectus, filed with the Securities and Exchange Commission (the “SEC”) and a prospectus supplement relating to the Offering. Copies of the preliminary prospectus supplement and accompanying base prospectus and, when available, copies of the final prospectus supplement and accompanying base prospectus, related to the Offering may be obtained, free of charge, at the SEC’s website at www.sec.gov or by contacting J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or email: prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com, Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255, Attention: Prospectus Department or by email at dg.prospectus_requests@bofa.com or by telephone at 1-800-294-1322.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About DigitalOcean

DigitalOcean is the Agentic Inference Cloud built for AI-native and Digital-native enterprises scaling production workloads. The platform combines production-ready GPU infrastructure with a full-stack cloud to deliver operational simplicity and predictable economics at scale. By integrating inference capabilities with core cloud services, DigitalOcean’s Agentic Inference Cloud enables customers to expand as they grow — driving durable, compounding usage over time. More than 640,000 customers trust DigitalOcean to power their cloud and AI infrastructure.

Forward-Looking Statements

This press release includes 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, including statements regarding, among other things, the expected closing date of the Offering, the intended use of proceeds from the Offering and DigitalOcean’s plans and expectations regarding securing additional data center capacity and its growth. Forward-looking statements represent DigitalOcean’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including the trading price and volatility of the common stock and risks relating to DigitalOcean’s business, including those described under the caption “Risk Factors” and elsewhere in DigitalOcean’s filings with the SEC, including in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 24, 2026, and the future quarterly and current reports that DigitalOcean files with the SEC. DigitalOcean may not consummate the Offering described in this press release and, if the Offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and DigitalOcean does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260325136610/en/

Media Contact
Meghan Grady: press@digitalocean.com

Investor Contact
Radu Patrichi: investors@digitalocean.com
Source: DigitalOcean

Source: DigitalOcean Holdings, Inc.