Form 8-K

8-K — DigitalOcean Holdings, Inc.

Accession: 0001104659-26-106704

Filed: 2026-09-10

Period: 2026-09-10

CIK: 0001582961

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2625205d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2625205d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

September 10, 2026

DigitalOcean Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40252

45-5207470

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

105 Edgeview Drive, Suite 425

Broomfield, Colorado

80021

(Address of principal executive offices)

(Zip Code)

(646) 827-4366

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former

address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.000025 per share

DOCN

The New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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.

Item 7.01

Regulation FD Disclosure.

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.

The information furnished under this Item 7.01 of this Current Report

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.

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 regarding the expected

availability and use of the Equipment Finance Facility, including with respect to the accordion feature thereof, and the expected accounting

treatment of the Equipment Leases. 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

discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31,

2025 and in its subsequent filings with the Securities and Exchange Commission. 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release dated September 10, 2026

104

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

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

Dated: September 10, 2026

DigitalOcean Holdings, Inc.

By:

/s/ W. Matthew Steinfort

W. Matthew Steinfort, Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625205d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

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

BROOMFIELD, Colo., September 10, 2026 –

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.

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 680,000 customers and millions of developers globally

trust DigitalOcean to build, ship, and scale their applications. Learn more at digitalocean.com.

Forward-Looking Statements

This release contains forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,

as amended. Forward-looking statements in this release include, but are not limited to, statements regarding our financial outlook, the

flexibility and strength of our balance sheet, growing customer demand and our ability to support it, the intended use of the Equipment

Finance Facility, and our plans with respect to the accordion feature thereunder. The forward-looking statements contained in this release

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. These risks, uncertainties,

assumptions, and other factors include, but are not limited to our ability to continue to attract new customers and retain existing customers,

our plans with respect to accelerating investments in data centers and GPU capacity and our ability to obtain additional commitments

under the accordion feature of the Equipment Finance Facility. Further information on these and additional risks, uncertainties, assumptions

and other factors that could cause actual results or outcomes to differ materially from those included in or contemplated by the forward-looking

statements contained in this release are included under the caption “Risk Factors” and elsewhere in our Annual Report on

Form 10-K for the year ended December 31, 2025 and subsequent filings and reports we make with the SEC.

Investor Relations

investors@digitalocean.com

Media Relations

press@digitalocean.com

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