DigitalOcean Holdings files 424B5: prospectus (424B)

PROSPECTUS SUPPLEMENT (To Prospectus dated March 24, 2026)

DigitalOcean Holdings, Inc.

We have entered into an equity distribution agreement, dated November 2 , 2026 (the “equity distribution agreement”), with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley &

Co. LLC, BofA Securities, Inc., MUFG Securities Americas Inc., Citizens JMP Securities, LLC, Wells Fargo Securities, LLC and

BMO Capital Markets Corp., as our sales agents, relating to shares of our common stock, par value $0.000025 per share (“common stock”), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the equity distribution agreement, we may offer and sell up to $ 1,000,000,000 of shares of our common stock from time to time through the sales agents.

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “DOCN.” On November 2, 2026, the last reported sale price of our common stock was $ 89.79 per share.

Sales of shares of our common stock under this prospectus supplement, if any, may be made in ordinary brokers’ transactions, to or through a market maker, on or through

NYSE or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, in block trades, in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), through any other method permitted by law and at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, or through a combination of any such methods of sale. Each of the sales agents will make all sales using its commercially reasonable efforts consistent with its normal trading and sales practices on mutually agreed terms between the sales agents and us, but the sales agents are not required to sell any specific number or dollar amount of shares of our common stock.

The sales agents will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the shares of common stock sold through them under the equity distribution agreement, as further described herein under the caption “Plan of Distribution.” In connection with the sale of shares of common stock on our behalf, the sales agents may be deemed to be “underwriters” within the meaning of the Securities Act, and the compensation of the sales agents may be deemed to be underwriting commissions or discounts.

Please see the section under the caption “Plan of Distribution” for further information relating to the compensation arrangements for the sales agents.

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-4 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.

Goldman Sachs & Co. LLC J.P. Morgan Morgan Stanley

BofA Securities MUFG Citizens Capital Markets

Wells Fargo Securities BMO Capital Markets

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 117,920,731 shares issued and outstanding as of September 30, 2026 and excludes as of that date:

· 624,535 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 $ 14.57 per share;

· 3,732,762 shares of our common stock issuable upon the settlement of restricted stock unit awards issued under our 2021 Equity Incentive Plan;

· 905,405 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;

· 29,402,187 shares of our common stock available for future issuance under our 2021 Equity Incentive Plan;

· 5,918,387 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 and 5,181,716 shares of our common stock reserved for conversions of our 0.00% Convertible Senior Notes due 2030 , in each case at the maximum conversion rate applicable to such notes.

S- 3 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

We have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment.

Our management will have broad discretion in the application of the net proceeds from this offering. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. Our management might not apply the net proceeds or our existing cash in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering or our existing cash in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline. Pending their use, we may invest the net proceeds from this offering in short-term U.S. Treasury securities with insignificant rates of return. These investments may not yield a favorable return to our stockholders.

The issuance or sale of additional shares of our common stock, or rights to acquire shares of our common stock, could depress the trading price of our common stock.