Announces Closing of Repurchase of ~$472 Million Aggregate Principal Amount of its 0.00% Convertible Senior Notes Due 2030 and the Concurrent Registered Direct Offering of Common Stock

Creates Capacity to Support Data Center and Compute Expansion amid Accelerating AI Native Customer Demand

DigitalOcean Holdings, Inc. (NYSE:DOCN), the AI-Native Cloud, purpose-built for inference and agentic workloads, today announced the closing of a private repurchase (the "Repurchase") of approximately $472 million of its 0.00% convertible senior notes due 2030 (the "2030 Convertible Notes") and a registered direct offering of shares of common stock to holders of 2030 Convertible Notes participating in the Repurchase (the "Registered Direct Offering").

As a result of this Registered Direct Offering, DigitalOcean issued approximately 12.5 million shares of its common stock at a price of $117.54 per share. The Company used the net proceeds from the Registered Direct Offering to fund the Repurchase. Cash on hand was used to pay transaction related fees.

The price of $117.54 per share equaled the volume-weighted average price of DigitalOcean’s common stock on July 15, 2026
96% of the issued shares related to the retirement of the 2030 Convertible Notes
4% of the issued shares related to the premium paid to note holders. To offset the dilution from this premium, the Company intends to opportunistically repurchase approximately 500 thousand shares.
As a result of these transactions, there will be no share count dilution.

Approximately $153 million of the 2030 Convertible Notes remains outstanding after the Repurchase.

"Retiring a substantial portion of our 2030 Convertibles Notes strengthened our balance sheet and freed capacity to fund our expansion while maintaining reasonable leverage. In addition, we accomplished this with no dilution and minimal use of cash, which is further evidence of our disciplined execution," said Matt Steinfort, Chief Financial Officer of DigitalOcean. "Demand for our differentiated AI Native Cloud continues to exceed supply, and this transaction gives us added flexibility to invest to serve our customers' and potential customers’ rapidly growing demand for both inference and agentic workloads."

J. Wood Capital Advisors LLC acted as financial advisor for the Registered Direct Offering.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements include statements regarding the Company’s current expectations regarding the transactions described in this press release, including the effect of the Registered Direct Offering and the Repurchase on DigitalOcean’s common stock, and can be identified by the fact that they do not relate strictly to historical or current facts. These forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other factors that could cause the Company’s actual results to differ materially from management’s current expectations, including the timing of any future share repurchases. Further information on these and additional risks, uncertainties, assumptions and other factors is included under the caption "Risk Factors" and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings and reports the Company makes with the SEC. The forward-looking statements contained in this press release are made as of the date hereof, and the Company assumes no obligation to update such statements, except as required by law.

About DigitalOcean

DigitalOcean (NYSE:DOCN) is the AI-Native Cloud, purpose-built for inference and agentic workloads. Its five-layer integrated platform, spanning GPU and CPU infrastructure, core cloud, inference, data, and managed agent orchestration, is open throughout with no vendor lock-in, giving builders everything they need to start fast, scale production AI workloads, and improve unit economics. More than 650,000 customers and millions of developers globally trust DigitalOcean to build, ship, and scale their applications.

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