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BlackRock, Inc. filed an amended Schedule 13G reporting its passive ownership in DigitalOcean Holdings, Inc. common stock. BlackRock reports beneficial ownership of 7,961,652 shares, representing 7.6% of the outstanding common stock.
BlackRock has sole voting power over 7,738,870 shares and sole dispositive power over all 7,961,652 shares, with no shared voting or dispositive power. Various persons have rights to dividends or sale proceeds in these shares, but no single person has an interest in more than five percent of DigitalOcean’s outstanding common shares.
JPMorgan Chase & Co. filed Amendment No. 1 to a Schedule 13G reporting its beneficial ownership of common stock of DigitalOcean Holdings, Inc. As of June 30, 2026, JPMorgan Chase & Co. beneficially owned 13,652,240 shares of DigitalOcean common stock, representing 13.0% of the class. The firm reported 13,223,276 shares with sole voting power and 152 shares with shared voting power, and 13,642,381 shares with sole dispositive power and 8,520 shares with shared dispositive power. Several subsidiaries, including J.P. Morgan Trust Company of Delaware and J.P. Morgan Securities LLC, are identified as entities through which the securities are held.
DigitalOcean Holdings, Inc. completed the repurchase of $471,828,000 principal amount of its 0.00% Convertible Senior Notes due 2030 on July 23, 2026 in separate, privately negotiated transactions with a limited number of noteholders.
The company paid an aggregate repurchase price in cash of approximately $1.474 billion. This repurchase was funded, together with cash on hand, using the net proceeds from a previously announced registered direct equity offering of 12,543,915 shares of common stock at $117.54 per share, conducted under an automatic shelf registration statement.
DigitalOcean Holdings, Inc. filed a Form 8-K to provide a legal opinion from Freshfields US LLP regarding the legality of the issuance and sale of shares of its common stock. The shares are offered pursuant to DigitalOcean’s prospectus supplement dated July 15, 2026.
The Freshfields US LLP opinion is included as Exhibit 5.1, with its consent included as Exhibit 23.1. An Inline XBRL cover page data file is identified as Exhibit 104.
DigitalOcean Holdings, Inc. is conducting a primary registered direct offering of 12,543,915 shares of common stock at $117.54 per share, for a stated aggregate offering price of $1,474,411,769.10. Net proceeds are estimated at approximately $1.470 billion after expenses, with total common shares expected to be 116,866,609 outstanding immediately after the offering.
DigitalOcean has entered into concurrent privately negotiated agreements to use the net proceeds, together with cash on hand, to repurchase $471,828,000 principal amount of its 0.00% Convertible Senior Notes due 2030 for an aggregate repurchase price of approximately $1.474 billion. On a net basis, the company states it will not receive proceeds from these transactions and does not expect a material impact on its cash position, though the principal amount of 2030 notes will be reduced.
The offering is cross-conditional with the notes repurchase and will settle on a T+5 basis around July 23, 2026. DigitalOcean highlights potential trading volatility as noteholders may buy or sell DOCN shares or use derivatives in connection with hedging or unwinding their 2030 and 2026 convertible note positions. Existing capped call transactions on the 2030 notes, with an initial strike price of $39.17 and an initial cap price of $66.51 per share, will remain outstanding.
DigitalOcean Holdings, Inc. plans a registered direct primary offering of common stock to a limited number of purchasers. The per-share price will equal the volume-weighted average NYSE trading price on the first disruption-free trading day after the prospectus date.
The company expects to use the net proceeds, together with cash on hand, to repurchase for cash up to $500 million principal amount of its 0.00% Convertible Senior Notes due 2030 in privately negotiated, cross-conditional transactions with the same purchasers. On a net basis, DigitalOcean does not expect a material impact on its cash position after fees.
As of March 31, 2026, 104,322,694 shares of common stock were outstanding; this is a baseline figure, not the amount being offered. Previously, the company entered into capped call transactions costing approximately $83.9 million, with an initial strike price of $39.17 and an initial cap price of $66.51 per share, which will remain outstanding. The company highlights risks of dilution from future equity or equity-linked issuances, potential volatility from noteholder hedging or unwinding activity, and states it does not expect to pay cash dividends in the foreseeable future.
DigitalOcean Holdings, Inc. expects record preliminary Q2 2026 results, highlighting rapid growth in long-term customer commitments for its AI-Native Cloud platform. Remaining performance obligations are projected to exceed $800 million, more than 10x higher than in Q2 2025 and up over $550 million during the quarter, driven by multiple nine-figure annual agreements for inference and cloud services. Revenue growth is expected to accelerate to about 29% year over year, compared with 14% in the same quarter of 2025, with aEBITDA margin and non-GAAP net income per share at or above the high end of prior guidance. The company also anticipates a higher exit 2026 revenue growth rate and has secured an additional 20 MW of data center capacity for late 2027 and early 2028, bringing total committed capacity to roughly 155 MW to support growing AI demand.
SCHNEIDER HILARY reported acquisition or exercise transactions in this Form 4 filing.
DigitalOcean Holdings director Hilary Schneider received a grant of 112 fully vested restricted stock units of common stock, valued at $166.90 per share. The grant was made under the non-employee director compensation policy in lieu of quarterly cash retainer fees, bringing her direct holdings to 25,658 shares.
Adelman Warren J reported acquisition or exercise transactions in this Form 4 filing.
DigitalOcean Holdings director Warren J. Adelman received a stock-based compensation grant. He was awarded 142 fully vested restricted stock units, each representing one share of common stock valued at $166.90 per share. The grant was issued under the company’s non-employee director compensation policy instead of quarterly cash retainer fees. After this award, Adelman directly holds 71,633 shares of DigitalOcean common stock, making this a routine, small increase in his ownership position.
Keffer Pueo reported acquisition or exercise transactions in this Form 4 filing.
DigitalOcean Holdings, Inc. director Keffer Pueo received a grant of 93 shares of common stock on 2026-06-30. The award is structured as fully vested restricted stock units, with each unit representing one share of common stock. These RSUs were granted under the company’s non-employee director compensation policy in lieu of quarterly cash retainer fees. Following this grant, Pueo directly holds 40,658 shares of DigitalOcean common stock.