DigitalOcean Holdings, 8-K 제출: 중요 계약 체결, 중요 채무 또는 대차대조표 외 채무 발생, Regulation FD 공시

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.

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.

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.

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

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.