DigitalOcean Holdings enters equity distribution agreement

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 99.1¹ and is incorporated herein by reference.

This information is intended to be furnished under Item 2.02 and Item 9.01 of Form 8-K², "Results of Operations and Financial Condition" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On November 2, 2026, the Company entered into an equity distribution agreement (the "Equity Distribution Agreement") with Goldman Sachs & Co. LLC, J.P.^{3 3}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 managers³ (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 aggre

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

1.1 Equity Distribution Agreement, dated as of November 2 , 2026, by and among DigitalOcean Holdings, Inc., 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.

5.1 Opinion of Freshfields US LLP.

23.1 Consent of Freshfields US LLP (included in Exhibit 5.1).

99.1 Press release issued by DigitalOcean Holdings, Inc. dated November 3 , 2026.

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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 pertaining to the ATM Offering. 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 contained in the "Risk Factors" section of the Company's SEC filings. 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.

SIGNATURES

Purs