DigitalOcean Holdings files 424B5: prospectus (424B)

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY

DigitalOcean Holdings, Inc.

Common Stock We are offering shares of our common stock, par value $0.000025 per share (“common stock”), in a registered direct offering to a limited number of purchasers pursuant to this prospectus supplement and the accompanying prospectus at a price of $ per share.

Our common stock is listed on the New York Stock

Exchange (“NYSE”) under the symbol “DOCN.” On July 13, 2026, the last reported sale price of our common stock was $123.32 per share.

Investing in our common stock involves certain risks. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page S-9 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus

Per Share Total Registered direct offering price $ $

Proceeds, before expenses, to us $ $

We expect to deliver the shares of our common stock to purchasers on or about , 2026, which will be the trading day following the initial trade date for the shares of common stock offered hereby (this settlement cycle being referred to as “T+ ”).

Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade shares prior to the business day preceding the settlement date will be required, by virtue of the fact that the shares initially will settle T+ , to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the shares who wish to trade the shares prior to the business day preceding the settlement date should consult their own advisors.

Financial Advisor to DigitalOcean Holdings, Inc.

S- 7 As such, the Capped Calls will remain outstanding at the time of the Convertible Notes Repurchase. However, in our discretion, we may in the future undertake to terminate or unwind all or a portion of the Capped Calls, whether in proportion to the amount of 2030 Convertible Notes repurchased by us in the Convertible Notes Repurchase, in proportion to the amount of any future repurchases of 2030 Convertible Notes by us or otherwise. For a discussion of the potential impact of hedging and other activities that may be associated with the Capped Calls, see “Risk Factors—Repurchases of the 2030 Convertible Notes or the 2026 Convertible Notes may affect the value of our common stock.”

Risk Factors There are risks associated with participating in this offering. For a discussion of some of the risks you should consider before deciding whether to participate in this offering, you are urged to carefully review and consider the information in the section entitled “Risk Factors” in this prospectus supplement and in the accompanying prospectus, including the risk factors incorporated by reference herein and therein from our filings with the SEC.

Market for common stock Our common stock is currently traded on NYSE under the symbol “DOCN.”

Unless we specifically state otherwise or the context otherwise requires, the number of shares of common stock to be outstanding after this offering is based on 104,322,694 shares issued and outstanding as of March 31, 2026 and excludes as of that date:

· 872,548 shares of our common stock issuable upon the exercise of options to purchase our common stock under (i) our 2013 Stock Plan and (ii) our 2021 Equity Incentive Plan, at a weighted-average exercise price of $13.57 per share;

· 4,918,885 shares of our common stock issuable upon the settlement of restricted stock unit awards issued under our 2021 Equity Incentive Plan;

· 943,704 shares of our common stock issuable upon the settlement of performance-based restricted stock unit awards issued under our 2021 Equity Incentive Plan that will vest based on the maximum achievement of each award’s established performance targets;

· 289,767 shares of our common stock issuable upon the settlement of market-based restricted stock unit awards issued under our 2021 Equity Incentive Plan that will vest based on the maximum achievement of stock price goals;

· 30,054,726 shares of our common stock available for future issuance under our 2021 Equity Incentive Plan;

· 6,040,104 shares of our common stock available for future issuance under our 2021 Employee Stock Purchase Plan; and

· 2,624,316 shares of our common stock reserved for conversions of our 0.00% Convertible Senior Notes due 2026 (the “2026 Convertible Notes”) and 21,143,375 shares of our common stock reserved for conversions of our 2030 Convertible Notes, prior to giving effect to the Convertible Notes Repurchase (and shares of our common stock reserved for conversions of our 2030 Convertible Notes, after giving effect to the Convertible Notes Repurchase).

S- 8 RISK FACTORS Investing in our common stock involves a high degree of risk. In addition to the other information included and incorporated by reference in this prospectus supplement or the accompanying prospectus, including the information provided under the caption “Risk Factors” in Part I - Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 , you should carefully consider the risks described or referred to below before deciding to purchase our common stock. The occurrence of any of these risks may materially harm our business, results of operations and financial condition. As a result, the trading price of our common stock may decline, and you might lose part or all of your investment. As used in this section, “we,” “our” and “us” refer to DigitalOcean Holdings, Inc.

and not to its subsidiaries.

Risks Related to this Offering

Future issuances of our common stock or equity-linked securities in the public market could significantly dilute your ownership and lower the market price for our common stock.

In the future, we may issue and sell additional shares of our common stock or equity-linked securities, such as our 2026 Convertible Notes or 2030 Convertible Notes, to raise capital.