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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
September 10, 2026
DigitalOcean Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-40252 |
45-5207470 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
|
|
105 Edgeview Drive, Suite 425
Broomfield, Colorado |
|
80021 |
| (Address of principal executive offices) |
|
(Zip Code) |
(646) 827-4366
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock, par value $0.000025 per share |
|
DOCN |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On September 10, 2026, DigitalOcean Holdings, Inc. (the “Company”)
and its wholly owned subsidiary DigitalOcean, LLC (the “Lessee”) entered into a Transaction Agreement with MUFG Americas Capital
Leasing & Finance, LLC, as lessor (the “Lessor”), MUFG Bank, Ltd., as administrative agent and collateral agent, and the
rent assignees party thereto, together with a related Master Lease Agreement between the Lessee and the Lessor and a Guaranty by the Company
and certain of its subsidiaries in favor of MUFG Bank, Ltd., as administrative agent (collectively, the “Equipment Finance Agreements”).
The Equipment Finance Agreements provide for up to $725 million of
committed financing to fund purchases of data center equipment (“Equipment”) as well as an accordion feature permitting the
Company to increase the committed financing thereunder by up to $300.0 million, to $1.025 billion in the aggregate, with any such increase
on the same terms as the existing commitments (the “Equipment Finance Facility”). The Company currently intends to exercise
the accordion feature of the Equipment Finance Facility in full, subject to obtaining commitments from new or existing lenders and other
conditions.
Under the Equipment Finance Facility, from time to time until September
10, 2027, the Lessee may request advances from the Lessor (“Advances”) funding up to 90% of the cost of Equipment, with the
Lessee funding the balance as prepaid rent, and the Lessor will acquire the Equipment with such funds and lease it to the Lessee under
lease supplements to the Master Lease Agreement (“Equipment Leases”). The Company expects to account for the Equipment Leases
as finance leases.
Rent under each Equipment Lease is payable monthly in arrears and amortizes
the applicable Advance in full by September 10, 2030. Each Advance bears interest at a fixed rate, determined at the time of the applicable
Advance, equal to a term SOFR swap rate plus 2.75% per annum. The Lessee paid customary arrangement, upfront and agency fees at closing
and will pay a commitment fee on undrawn commitments of 0.20% per annum, increasing to 0.40% per annum six months after closing. The Lessee
may prepay and purchase the Equipment, in whole or in part, subject to a prepayment premium of 5% in the first year and 3% in the second
year following the applicable Advance. Title to the Equipment will transfer to the Lessee for nominal consideration upon payment in full
of the amounts under the applicable Equipment Lease.
The Equipment Finance Facility is guaranteed by the Company and certain
of its subsidiaries and is secured by the Equipment and related collateral, and the Equipment Finance Agreements contain covenants, including
financial covenants, and events of default substantially consistent with those in the Company’s Credit Agreement dated as of May
5, 2025, as amended, together with additional covenants customary for an equipment lease financing.
The foregoing description of the Equipment Finance
Facility and the Equipment Finance Agreements does not purport to be complete and is qualified in its entirety by reference to the full
text of the Equipment Finance Agreements, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q
for the quarter ending September 30, 2026.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure. |
On September 10, 2026, the Company issued a press release announcing
the Equipment Finance Facility. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated by reference herein.
The information furnished under this Item 7.01 of this Current Report
on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference
in any previous or subsequent filing by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or
the Exchange Act, regardless of the general incorporation language in such filings, except as expressly incorporated by specific reference
in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the expected
availability and use of the Equipment Finance Facility, including with respect to the accordion feature thereof, and the expected accounting
treatment of the Equipment Leases. These forward-looking statements are based on the current expectations of the Company’s management
and are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or outcomes to
be materially different from any future results or outcomes expressed or implied by the forward-looking statements, including those factors
discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31,
2025 and in its subsequent filings with the Securities and Exchange Commission. It is not possible for the Company to predict all risks
and uncertainties that could have an impact on the forward-looking statements contained in this Current Report on Form 8-K. The results,
events and circumstances reflected in the forward-looking statements may not be achieved or occur. The forward-looking statements made
in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. The Company assumes no obligation
to, and does not currently intend to, update any such forward-looking statements after the date of this Current Report on Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
| 99.1 |
Press Release dated September 10, 2026 |
| 104 |
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: September 10, 2026
| |
DigitalOcean Holdings, Inc. |
| |
|
| |
By: |
/s/ W. Matthew Steinfort |
| |
|
W. Matthew Steinfort, Chief Financial Officer |
Exhibit 99.1
DigitalOcean Secures $725 Million in Equipment Financing Facility
to Fund Capacity Expansion
Proactive financing transaction creates capacity to meet accelerating
demand for the Company’s AI-Native Cloud platform in 2027 and 2028
BROOMFIELD, Colo., September 10, 2026 –
DigitalOcean Holdings, Inc. (NYSE: DOCN), the AI-Native Cloud purpose-built for inference and agentic workloads, today announced that
it has entered into a new $725 million equipment finance facility (the "Equipment Finance Facility") to fund the expansion
of capacity to meet its growing customer demand. The Equipment Finance Facility, maturing on September 10, 2030, also includes an accordion
option of up to $300 million, that the Company intends to exercise, subject to obtaining commitments from new or existing lenders, among
other conditions.
The Company secured the Equipment Finance
Facility to more closely align cash outflows with revenue at an attractive cost of capital. The Company intends to use the Equipment
Finance Facility to acquire GPU, CPU, and other required equipment to meet customer demand for its AI-Native Cloud platform. MUFG
Bank, Ltd. served as sole Administrative Agent and Collateral Agent. MUFG Bank, Ltd., Axos Bank, BMO Bank N.A. and Wells Fargo Bank,
N.A. acted as Joint Lead Arrangers and Joint Bookrunners, with PNC Bank, N.A. serving as Document Agent. Additional details
regarding the Equipment Finance Facility are available in the Company's Current Report on Form 8-K, filed on September 10, 2026 with
the U.S. Securities and Exchange Commission (“SEC”).
"We continue to manage our balance sheet
from a position of strength, with low leverage and healthy adjusted free cash flow margins. Securing incremental funding at an attractive
cost of capital supports our ability to cost effectively add additional capacity to fuel growth in 2027, 2028 and beyond to meet the
accelerating demand for our AI Native Cloud. We remain highly confident in our guidance for Q3 and the full year 2026 as well as in our
outlook for 2027," said Matt Steinfort, Chief Financial Officer of DigitalOcean.
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 680,000 customers and millions of developers globally
trust DigitalOcean to build, ship, and scale their applications. Learn more at digitalocean.com.
Forward-Looking Statements
This release 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. Forward-looking statements in this release include, but are not limited to, statements regarding our financial outlook, the
flexibility and strength of our balance sheet, growing customer demand and our ability to support it, the intended use of the Equipment
Finance Facility, and our plans with respect to the accordion feature thereunder. The forward-looking statements contained in this release
are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results or outcomes to be
materially different from any future results or outcomes expressed or implied by the forward-looking statements. These risks, uncertainties,
assumptions, and other factors include, but are not limited to our ability to continue to attract new customers and retain existing customers,
our plans with respect to accelerating investments in data centers and GPU capacity and our ability to obtain additional commitments
under the accordion feature of the Equipment Finance Facility. Further information on these and additional risks, uncertainties, assumptions
and other factors that could cause actual results or outcomes to differ materially from those included in or contemplated by the forward-looking
statements contained in this release are included under the caption “Risk Factors” and elsewhere in our Annual Report on
Form 10-K for the year ended December 31, 2025 and subsequent filings and reports we make with the SEC.
Investor Relations
investors@digitalocean.com
Media Relations
press@digitalocean.com
