DigitalOcean Holdings files 8-K: results of operations, other material event

Item 2.02 Results of Operations and Financial Condition.

On November 3, 2026 , DigitalOcean Holdings, Inc. (the "Company") issued a press release announcing its financial results for the fiscal quarter ended September 30, 2026. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On November 2, 2026, the Company entered into an equity distribution agreement (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 managers (each, a “Manager” and collectively, the “Managers”), to sell shares of common stock, par value $0.000025 per share, of the Company (the “Common Stock”) having an aggregate offering price of up to $1.0 billion (the “Shares”), from time to time, through an “at-the-market” offering program (the “ATM Offering”).

Upon submission of an order and subject to the terms and conditions of the Equity Distribution Agreement, the designated Manager will use its commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange to sell the Shares from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company. Under the Equity Distribution Agreement, the Managers may sell the Shares in ordinary brokers’ transactions, to or through a market maker, on or through the New York Stock Exchange or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act or through any other method permitted by law. The Managers’ obligations to sell the Shares under the Equity Distribution Agreement are subject to satisfaction of certain conditions, including customary closing conditions.

The Equity Distribution Agreement provides that the Managers will be entitled to compensation for their services in the form of a commission of up to 2.0% of the aggregate gross proceeds from each sale of the Shares, and the Company has agreed to reimburse the Managers for certain specified expenses. The Company has also agreed to provide the Managers with customary indemnification and contribution rights. The Company is not obligated to sell any Shares under the Equity Distribution Agreement and may at any time suspend solicitation and offers under the Equity Distribution Agreement. The Equity Distribution Agreement may be terminated by the Company at any time by giving written notice to the Managers for any reason, or by each Manager at any time, with respect to such Manager only, by giving written notice to the Company for any reason, including but not limited to the occurrence of a material adverse change in the Company. The ATM Offering will terminate upon the termination of the Equity Distribution Agreement by the Company or the Managers.

The sales and issuances of the Shares under the Equity Distribution Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-294563) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2026. The Company will file a prospectus supplement with the SEC on November 3, 2026 in connection with the offer and sale of the Shares pursuant to the Equity Distribution Agreement.

The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the ATM Offering, a copy of the opinion of Freshfields US LLP relating to the legality of the shares of Common Stock to be sold under the Equity Distribution Agreement is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities under the Equity Distribution Agreement, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Million+ Dollar Customer ARR grew 273% year-over-year to $386 million

AI Customer ARR grew 288% year-over-year to $376 million

Record $160 million in incremental ARR

BROOMFIELD, Colo., November 3, 2026 – DigitalOcean Holdings, Inc. (NYSE: DOCN), the AI-Native Cloud purpose-built for inference and agentic workloads, today announced results for its third quarter ended September 30, 2026.

“Revenue growth accelerated year-over-year to 40%, our fifth consecutive quarter of acceleration, and we added a record $160 million of ARR,” said Paddy Srinivasan, CEO of DigitalOcean. “The center of gravity in AI has shifted from people chatting with models to agents doing work, and agents need a different kind of cloud: one where inference, agent runtime, data, and learning operate as a single loop to enable agents to recursively self improve. We built that cloud, and the most sophisticated AI natives are building on it. Customers spending over $100,000 a year now represent 41% of our revenue, and they are not renting capacity; they are adopting the platform. Inference Engine token volume grew roughly 10x quarter-over-quarter and we launched Managed Agents, Agent Learning Services, and Agent Data Services to complete the loop. We are different by design with a unique platform, durable and profitable growth, a diverse customer base, 2026 capacity delivered on or ahead of schedule and 20 incremental megawatts secured for 2028, and a flexible balance sheet. We continue to accelerate and are raising our outlook again: we now expect Q4 2026 revenue growth of 44-45% and to deliver 60%+ revenue growth for full year 2027.”

Third Quarter 2026 Financial Highlights (1) :

• Revenue was $321 million, an increase of 40%.

• Annual Run-Rate Revenue (“ARR”) ended the quarter at $1,285 million, an increase of 40%. AI Customer ARR was $376 million, an increase of 288%.

• Record $160 million of ARR added during the quarter, an increase of 266%.

• Net loss attributable to common stockholders was $43 million, a decrease of 127%, and net loss margin was 13%. Net loss included an induced conversion expense of $57 million related to the partial repurchase of our 2030 Convertible Notes in the third quarter of 2026.

• Operating income was $33 million, a decrease of 27%, and operating income margin was 10%.

• Adjusted operating income was $74 million, an increase of 6%, and adjusted operating income margin was 23%.

• Adjusted EBITDA was $144 million, an increase of 45%, and adjusted EBITDA margin was 45%.

• Diluted net loss per share was $0.37 and non-GAAP diluted net income per share was $0.45, which excludes a $0.46 decrease related to the induced conversion expense from the partial repurchase of our 2030 Convertible Notes in the third quarter of 2026.

• Net cash from operating activities increased to $161 million at a 50% margin, from $96 million at a 42% margin in the third quarter of 2025.

• Adjusted free cash flow increased to $130 million at a 41% margin, from $85 million at a 37% margin in the third quarter of 2025.

• Cash and cash equivalents was $666 million as of September 30, 2026.

• Repurchased approximately $472 million of our 2030 Convertible Notes, funded by a concurrent registered direct offering, reducing leverage with minimal cash usage and minimal dilution, with issued shares mostly offset by the retired notes.

• Remaining Performance Obligation (“RPO”) (2) was $800 million, of which, $345 million is expected to be recognized over the next 12 months. RPO was $61 million in the third quarter of 2025.

Third Quarter 2026 Operational Highlights (1) :

• Launched Managed Agents, unifying all agentic tooling on one platform and enriched our AI-Native Cloud with Agent Droplets, Agent Learning Services and Agent Data Services, all announced at our inaugural Open Intelligence Summit on October 13.

• Launched our Memphis data center ahead of schedule, delivering all three 2026 data centers on time or early.

• Secured an incremental 20 megawatts (“MW”) of committed data center capacity expected to come online in 2028, bringing total committed capacity to approximately 180 MW, with additional capacity actively being pursued.

• Shipped over 70 releases in 65 business days in Q3: 21 new models added to our catalog, a new data center and 49 product and platform releases.