Form 8-K

8-K — DigitalOcean Holdings, Inc.

Accession: 0001628280-26-052135

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001582961

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — docn-20260804.htm (Primary)

EX-99.1 (a2026-q2dopressrelease.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: docn-20260804.htm · Sequence: 1

docn-20260804

0001582961false00015829612026-08-042026-08-04

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): August 4, 2026

DigitalOcean Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40252

45-5207470

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. 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 (see General Instruction A.2. below):

☐ 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 2.02 Results of Operations and Financial Condition.

On August 4, 2026, the Company issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This information is intended to be furnished under Item 2.02 and Item 9.01 of Form 8-K, “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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press release issued by DigitalOcean Holdings, Inc. dated August 4, 2026.

104 Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 4, 2026 DigitalOcean Holdings, Inc.

By: /s/ W. Matthew Steinfort

W. Matthew Steinfort, Chief Financial Officer

EX-99.1

Filename: a2026-q2dopressrelease.htm · Sequence: 2

Document

Exhibit 99.1

DigitalOcean Announces Second Quarter 2026 Financial Results

Raising 2026 revenue outlook

RPO increased to $894 million, up 12x from a year ago

Q2 2026 Revenue of $281 million grew 29% year-over-year

Million+ Dollar Customer ARR grew 214% year-over-year to $259 million

AI Customer ARR grew 212% year-over-year to $234 million

Record $93 million in incremental ARR

BROOMFIELD, Colo., August 4, 2026 – DigitalOcean Holdings, Inc. (NYSE: DOCN), the AI-Native Cloud purpose-built for inference and agentic workloads, today announced results for its second quarter ended June 30, 2026.

"Our growth rate is accelerating, as revenue grew 29% year-over-year, more than double our growth rate a year ago," said Paddy Srinivasan, CEO of DigitalOcean. "The acceleration is coming from our highest spending customers and sophisticated AI Natives, and we are now beginning to land nine-figure annual commitments. Early Inference Engine customers drove their total token consumption up approximately 30x in the last 60-days, and 85% of our AI customer ARR now comes from inference and core cloud rather than bare metal. Just as important is how we are growing: attractive margins, positive free cash flow, capacity delivered on or ahead of schedule, and a stronger balance sheet. Our customer momentum and early product traction give us confidence to raise our 2026 revenue outlook to approximately 30%, reaching 35% or more by Q4 2026, and strengthen our conviction in our ability to exceed 50% growth in 2027."

Second Quarter 2026 Financial Highlights(1):

•Revenue was $281 million, an increase of 29%.

•Annual Run-Rate Revenue (“ARR”) ended the quarter at $1,125 million, an increase of 29%. AI Customer ARR was $234 million, an increase of 212%.

•Record $93 million of incremental ARR added during the quarter, an increase of 191%.

•Net income attributable to common stockholders was $35 million, a decrease of 4%, and net income margin was 13%.

•Operating income was $29 million, a decrease of 18%, and operating income margin was 10%.

•Adjusted operating income was $67 million, an increase of 9%, and adjusted operating income margin was 24%.

•Adjusted EBITDA was $114 million, an increase of 27%, and adjusted EBITDA margin was 40%.

•Diluted net income per share was $0.29 and non-GAAP diluted net income per share was $0.45.

•Net cash from operating activities increased to $110 million at a 39% margin, from $92 million at a 42% margin in the second quarter of 2025.

•Adjusted free cash flow increased to $61 million at a 22% margin, from $57 million at a 26% margin in the second quarter of 2025.

•Cash and cash equivalents was $767 million as of June 30, 2026.

•Remaining Performance Obligation (“RPO”)(2) was $894 million, of which, $366 million is expected to be recognized over the next 12 months. RPO was $71 million in the second quarter of 2025.

Second Quarter 2026 Operational Highlights(1):

•Launched Inference Engine as part of AI-Native Cloud.

•Shipped more than 80 product releases since April.

•Signed first nine-figure annual customer commitments with leading AI-Natives, extending weighted average contract life from 1.6 years to over 3 years.

•Secured an incremental 20 MW of committed data center capacity expected to come online in 2027 and 2028, bringing total committed capacity to approximately 155 MW, with additional capacity actively being pursued.

•Added to the Russell 1000 Index, recognition of a business that has scaled with discipline, pairing durable growth with consistent execution.

•The number of $100K+ Customers(3) grew 9%, while the revenue from these customers, which now represents 35% of total revenue, grew 98%.

•The number of $500K+ and $1M+ Customers grew 35% and 73%, respectively. Revenue from these customers, which now represents 26% and 23% of total revenue, grew 160% and 214%, respectively.

Recent Developments:

•Repurchased approximately $472 million of our 0.00% Convertible Senior Notes due 2030, funded by a concurrent registered direct offering, reducing leverage with minimal cash usage and minimal dilution, with issued shares offset by the retired notes and an intended repurchase of approximately 500,000 shares.

______________

(1)All growth rates are year-over-year unless otherwise specified.

(2)Beginning in the fourth quarter of 2025, the RPO amount represents all contracts regardless of the duration of their original expected term. Prior periods have been recast to conform to the current period presentation. Refer to our Annual Report on Form 10-K for the year ended December 31, 2025 for further details.

(3)Beginning in the fourth quarter of 2025, we redefined our total customer count and our customer category naming and disaggregation. Prior periods have been recast to conform to the current period presentation. Refer to our Annual Report on Form 10-K for the year ended December 31, 2025 for further details.

Financial Outlook:

DigitalOcean is initiating guidance for the third quarter ending September 30, 2026 as follows:

•Total revenue of $304 to $307 million, up 32% to 34% year-over-year.

•Adjusted EBITDA margin of 38% to 39%.

•Non-GAAP diluted net income per share of $0.28 to $0.30.

•Fully diluted weighted average shares outstanding of approximately 126 to 127 million shares.

For the full year 2026, we now expect:

•Total revenue of $1.170 to $1.180 billion, up 30% to 31% year-over-year.

•Adjusted EBITDA margin of 38.5% to 39.5%.

•Adjusted free cash flow margin in the range of 11% to 13% of revenue.

•Non-GAAP diluted net income per share of $1.35 to $1.40.

•Fully diluted weighted average shares outstanding of approximately 122 to 123 million shares.

A reconciliation of non-GAAP outlook measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, expenses that may be incurred in the future. For example, stock-based compensation expense-related charges are impacted by the timing of employee stock transactions, the future fair market value of our common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to constant change. Accordingly, a reconciliation is not available without unreasonable effort and we are unable to assess the probable significance of the unavailable information, although it is important to note that these factors could be material to our results computed in accordance with GAAP.

The financial guidance presented in this release are estimates based on information available to management as of the date of this release. There can be no assurance that our actual results will not differ from the financial guidance presented in this release.

Conference Call Information:

DigitalOcean will host a conference call today, August 4, 2026, at 8:00 a.m. ET to review its results. The conference call and presentation can be accessed by registering for the webcast at https://events.q4inc.com/attendee/684389800. A live webcast and replay of the conference call in addition to the presentation can be accessed from the DigitalOcean investor relations website at investors.digitalocean.com.

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, regarding our expected future performance, including but not limited to statements in the section titled “Financial Outlook” and the quotations of our CEO. The forward-looking statements contained in this release and the accompanying earnings call referenced 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: (1) fluctuations in our financial results make it difficult to project future results; (2) our ability to sustain profitability in the future; (3) our ability to expand usage of our platform by existing customers and/or attract new customers and/or retain existing customers; (4) the speed at which the market for our platform and solutions develops; (5) the success of the development and use of our

artificial intelligence and machine learning (“AI/ML”) product offerings or use of third-party AI/ML-based tools; (6) our ability to release updates and new features to our platform and adapt and respond effectively to rapidly changing technology or customer needs; (7) our ability to control costs, including our operating expenses, and the timing of payment for expenses; (8) the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments and other non-cash charges; (9) breaches in our security measures allowing unauthorized access to our platform, our data, or our customers’ data; (10) the competitive markets in which we participate; (11) our ability to effectively integrate and retain new members of our executive leadership team and senior management; (12) the effects of acquisitions and their integration; (13) general market, political, economic, and business conditions, including changes in trade policies, such as trade wars, tariffs and other restrictions or the threat of such actions; (14) the impact of new accounting pronouncements; (15) our ability to control fraudulent registrations and usage of our platform, reduce bad debt and lessen capacity constraints on our data centers, servers and equipment; (16) our customers’ ability to have continued and unimpeded access to our platform, including as a result of evolving laws and industry standards; and (17) our plans with respect to accelerating investments in data centers and GPU capacity.

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.

We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this release. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur. The forward-looking statements made in this release relate only to events as of the date on which the statements are made. We assume no obligation to, and do not currently intend to, update any such forward-looking statements after the date of this release, except as required by law.

About Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States, or GAAP, we provide investors with non-GAAP financial measures including: (i) adjusted operating income and adjusted operating income margin, (ii) adjusted EBITDA and adjusted EBITDA margin and (iii) non-GAAP net income and non-GAAP diluted net income per share. These measures are presented for supplemental informational purposes only, have limitations as analytical tools and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.

We believe that adjusted operating income margin and adjusted EBITDA, when taken together with our GAAP financial results, provide meaningful supplemental information regarding our operating performance (including our long-term performance in the case of adjusted operating income) and facilitate internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of adjusted operating income and adjusted EBITDA is helpful to our investors as they are measures used by management in assessing the health of our business, evaluating our operating performance, and for internal planning and forecasting purposes.

We believe non-GAAP net income and non-GAAP diluted net income per share provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this metric generally eliminates the effects of unusual or non-recurring items from period to period for reasons unrelated to overall operating performance.

Our calculations of each of these measures may differ from the calculations of measures with the same or similar titles by other companies and therefore comparability may be limited. Because of these limitations, when evaluating our performance, you should consider each of these non-GAAP financial measures alongside other financial performance measures, including the most directly comparable financial measure calculated in accordance with GAAP and our other GAAP results. A reconciliation of each of our non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP is set forth in the tables in the section “Reconciliation of GAAP to Non-GAAP Data.”

Adjusted Operating Income and Adjusted Operating Income Margin

We define adjusted operating income as operating income, adjusted to exclude stock-based compensation, amortization of acquired intangible assets, acquisition related compensation, acquisition and integration related costs, restructuring and

other charges, restructuring related charges, impairment of certain long-lived assets and other charges. We define adjusted operating income margin as adjusted operating income as a percentage of revenue.

Adjusted EBITDA and Adjusted EBITDA Margin

We define adjusted EBITDA as net income attributable to common stockholders, adjusted to exclude depreciation and amortization, stock-based compensation, interest expense, acquisition related compensation, acquisition and integration related costs, income tax expense (benefit), restructuring and other charges, restructuring related charges, impairment of certain long-lived assets, interest income and other income, net, (gain) loss on extinguishment of debt, net, and other charges. We define adjusted EBITDA margin as adjusted EBITDA as a percentage of revenue.

Non-GAAP Net Income and Non-GAAP Diluted Net Income Per Share

We define non-GAAP net income as net income attributable to common stockholders, excluding stock-based compensation, acquisition related compensation, amortization of acquired intangibles, acquisition and integration related costs, restructuring and other charges, restructuring related charges, impairment of certain long-lived assets, (gain) loss on extinguishment of debt, net, and other charges. In addition to these exclusions, we subtract an assumed non-GAAP provision for income taxes to calculate non-GAAP net income that excludes the current period income tax benefit (expense). We utilize a fixed long-term projected tax rate in our computation of the non-GAAP income tax provision in order to provide better consistency across reporting periods. We define non-GAAP diluted net income per share as non-GAAP net income divided by the weighted-average diluted shares outstanding, which includes the potentially dilutive effect of our stock options, RSUs, PRSUs, and Convertible Notes and, beginning in the first quarter of 2026, excludes the in-the-money portion of our 2030 Convertible Notes as they are covered by our capped call transactions, which are expected to mitigate the dilutive effect of our 2030 Convertible Notes.

Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin

Adjusted free cash flow is a non-GAAP financial measure that we define as net cash provided by operating activities less purchases of property and equipment, capitalized internal-use software costs, purchase of intangible assets, and excluding cash paid for restructuring and other charges, acquisition related compensation, restructuring related charges, and acquisition and integration related costs. Adjusted free cash flow margin is calculated as adjusted free cash flow divided by total revenue.

We believe that adjusted free cash flow and adjusted free cash flow margin are useful indicators of liquidity that provide information to management and investors about the amount of cash generated from our core operations that can be used for strategic initiatives, including investing in our business and selectively pursuing acquisitions and strategic investments. We further believe that historical and future trends in adjusted free cash flow and adjusted free cash flow margin, even if negative, provide useful information about the amount of net cash provided by operating activities that is available (or not available) to be used for strategic initiatives. Adjusted free cash flow and adjusted free cash flow margin exclude acquisitions of equipment under financing arrangements, finance leases, and our future contractual commitments. Additionally, adjusted free cash flow does not represent the residual cash flow available for discretionary expenses given our debt obligations and the total increase or decrease in our cash balance for a given period.

Unlevered Adjusted Free Cash Flow and Unlevered Adjusted Free Cash Flow Margin

Unlevered adjusted free cash flow is a non-GAAP financial measure that we define as adjusted free cash flow excluding cash paid for interest and interest income. Unlevered adjusted free cash flow margin is calculated as unlevered adjusted free cash flow divided by total revenue.

We believe that unlevered adjusted free cash flow and unlevered adjusted free cash flow margin provide additional information to adjusted free cash flow about our liquidity and, measured over time, enable management and investors to monitor the underlying business’ growth pattern and ability to generate cash. We further believe that unlevered adjusted free cash flow is an important metric, as it provides a clear view of our cash generation before the impact of financing decisions and many investors and analysts use unlevered adjusted free cash flow as the basis of their enterprise value calculations as they assess the value of our business. Unlevered adjusted free cash flow and unlevered adjusted free cash flow margin exclude certain charges that will be settled in cash, such as interest paid to service our debt and equipment financing obligations. Additionally, unlevered adjusted free cash flow does not represent the residual cash flow available for discretionary expenses given our debt obligations and the total increase or decrease in our cash balance for a given period.

Key Business Metrics:

We utilize the key metrics set forth below to help us evaluate our business and growth, identify trends, formulate financial projections and make strategic decisions.

Customers

We calculate customer count as the average number of customers as of the last day of the month for each month in the most recent quarter. Customers are classified in the following categories based on the amount of their spend in a given month and individual customers may fall within different categories within a reporting period (customer spend in a month in whole dollars):

•Digital Native Enterprise Customers: users that spend more than $500 in a month.

•$100K+ Customers: users that spend more than $8,333 in a month.

•$500K+ Customers: users that spend more than $41,667 in a month.

•$1M+ Customers: users that spend more than $83,333 in a month.

ARR

We calculate ARR by multiplying total revenue for the most recent quarter by four.

AI Customer ARR

We calculate AI Customer ARR by multiplying total AI Customer Revenue for the most recent quarter by four. AI Customer Revenue is defined as the total revenue generated from customers who utilize one or more of our AI/ML offerings, inclusive of their revenue from our IaaS and PaaS/SaaS offerings during the period.

Other Metrics:

Remaining Performance Obligation

Remaining performance obligation (“RPO”) represents commitments in customer contracts for future services that have not yet been recognized in the condensed consolidated financial statements. RPO is not necessarily indicative of future revenue growth because it does not account for the timing of customers’ consumption or their usage beyond their contracted capacity. Additionally, RPO may increase when customers transition from usage-based to commitment-based agreements, which does not always reflect incremental revenue growth. RPO is influenced by a number of factors, including the timing and size of renewals, the timing and size of purchases of additional capacity and average contract term. Due to these factors, it is important to review RPO in conjunction with revenue and other financial metrics contained in this release 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 Contact

investors@digitalocean.com

Media Contact

press@digitalocean.com

DIGITALOCEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

(unaudited)

June 30, 2026 December 31, 2025

Current assets:

Cash and cash equivalents $ 767,026 $ 254,475

Accounts receivable, less allowance for credit losses of $6,812 and $6,374, respectively

115,000 90,908

Prepaid expenses and other current assets 135,584 81,598

Total current assets 1,017,610 426,981

Property and equipment, net 1,049,332 589,094

Restricted cash 156 158

Goodwill 350,651 348,674

Intangible assets, net 93,373 99,504

Operating lease right-of-use assets, net 505,697 270,854

Deferred tax assets 93,991 90,310

Other assets 12,243 12,130

Total assets $ 3,123,053 $ 1,837,705

Current liabilities:

Accounts payable $ 10,387 $ 38,836

Accrued other expenses 70,883 42,679

Deferred revenue 53,039 5,882

Debt, current

311,654 325,109

Operating lease liabilities, current 126,233 108,037

Finance lease liabilities and equipment financing obligations, current 129,777 31,411

Other current liabilities 74,139 67,510

Total current liabilities 776,112 619,464

Deferred tax liabilities 3,952 4,092

Debt, long-term

609,399 970,653

Operating lease liabilities, long-term 352,854 166,895

Finance lease liabilities and equipment financing obligations, long-term 447,943 99,103

Other non-current liabilities 2,062 6,188

Total liabilities 2,192,322 1,866,395

Commitments and contingencies (Note 9)

Preferred stock ($0.000025 par value per share; 10,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025)

— —

Common stock ($0.000025 par value per share; 750,000,000 shares authorized; 105,002,427 and 91,947,614 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)

2 2

Additional paid-in capital 925,014 16,005

Accumulated other comprehensive loss (1,756) (960)

Retained earnings (Accumulated deficit) 7,471 (43,737)

Total stockholders’ equity (deficit) 930,731 (28,690)

Total liabilities and stockholders’ equity $ 3,123,053 $ 1,837,705

DIGITALOCEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Revenue $ 281,184 $ 218,700 $ 539,089 $ 429,403

Cost of revenue 126,522 87,755 239,717 169,014

Gross profit 154,662 130,945 299,372 260,389

Operating expenses:

Research and development 57,515 39,644 106,345 79,238

Sales and marketing 22,568 19,288 44,237 38,689

General and administrative 45,208 36,394 82,848 69,201

Total operating expenses 125,291 95,326 233,430 187,128

Operating income 29,371 35,619 65,942 73,261

Other (expense) income:

Interest expense (7,463) (2,239) (18,016) (4,447)

Loss on extinguishment of debt, net — (269) (2,700) (269)

Interest income and other income, net 5,234 9,337 6,412 15,283

Other (expense) income, net (2,229) 6,829 (14,304) 10,567

Income before income taxes 27,142 42,448 51,638 83,828

Income tax benefit (expense) 8,295 (5,421) (430) (8,597)

Net income attributable to common stockholders $ 35,437 $ 37,027 $ 51,208 $ 75,231

Net income per share attributable to common stockholders

Basic $ 0.34 $ 0.41 $ 0.52 $ 0.82

Diluted $ 0.29 $ 0.39 $ 0.45 $ 0.77

Weighted-average shares used to compute net income per share attributable to common stockholders

Basic 104,611 91,097 98,856 91,538

Diluted 126,548 100,617 118,708 101,521

DIGITALOCEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Six Months Ended June 30,

2026 2025

Operating activities

Net income attributable to common stockholders $ 51,208 $ 75,231

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 96,629 61,975

Stock-based compensation 55,231 40,513

Provision for expected credit losses 8,078 8,607

Loss on extinguishment of debt 2,700 269

Operating lease right-of-use assets and liabilities, net (30,810) (13,816)

Non-cash interest expense 2,960 4,005

Other 3,476 (7,853)

Changes in operating assets and liabilities:

Accounts receivable (32,230) (17,064)

Prepaid expenses and other current assets (53,906) 1,201

Accounts payable and accrued expenses 6,536 (3,029)

Deferred revenue 47,157 5,867

Other assets and liabilities (140) 631

Net cash provided by operating activities 156,889 156,537

Investing activities

Capital expenditures - property and equipment (81,576) (95,160)

Capital expenditures - internal-use software

(11,785) (3,412)

Acquisition of equipment under financing arrangements (51,544) —

Purchase of intangible assets (754) (1,835)

Cash paid for acquisition of businesses, net of cash acquired (4,042) —

Net cash used in investing activities (149,701) (100,407)

Financing activities

Proceeds from follow-on public offering, net of underwriting discounts and issuance costs 887,888 —

Principal repayment of Term Loan Facility

(500,000) —

Proceeds from drawdown of Term Loan Facility

120,000 —

Payment of debt issuance costs — (4,081)

Proceeds related to issuance of common stock under equity incentive plan 3,558 2,771

Proceeds from issuance of common stock under employee stock purchase plan 2,494 2,660

Employee payroll taxes paid related to net settlement of equity awards (38,406) (16,294)

Proceeds from financing arrangements 51,544 —

Principal repayments of finance leases and financing arrangements (21,651) (2,733)

Repurchase and retirement of common stock including related costs — (79,199)

Net cash provided by (used in) financing activities 505,427 (96,876)

DIGITALOCEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Six Months Ended June 30,

2026 2025

Effect of exchange rate changes on cash, cash equivalents, and restricted cash (66) 45

Increase (decrease) in cash, cash equivalents and restricted cash 512,549 (40,701)

Cash, cash equivalents and restricted cash - beginning of period 254,633 430,193

Cash, cash equivalents and restricted cash - end of period $ 767,182 $ 389,492

DIGITALOCEAN HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP DATA

(unaudited)

Adjusted Operating Income and Operating Income Margin

Three Months Ended Six Months Ended

June 30, June 30,

(In thousands) 2026 2025 2026 2025

Operating income $ 29,371 $ 35,619 $ 65,942 $ 73,261

Adjustments:

Stock-based compensation 32,724 21,081 55,231 40,513

Amortization of acquired intangible assets 5,070 5,031 10,008 10,228

Impairment of certain long-lived assets 311 — 311 —

Adjusted operating income $ 67,476 $ 61,731 $ 131,492 $ 124,002

As a percentage of revenue:

Operating income margin 10 % 16 % 12 % 17 %

Adjusted operating income margin 24 % 28 % 24 % 29 %

Adjusted EBITDA and Adjusted EBITDA Margin

Three Months Ended Six Months Ended

June 30, June 30,

(In thousands) 2026 2025 2026 2025

GAAP Net income attributable to common stockholders $ 35,437 $ 37,027 $ 51,208 $ 75,231

Adjustments:

Depreciation and amortization 51,154 32,765 96,629 61,975

Stock-based compensation 32,724 21,081 55,231 40,513

Interest expense 7,463 2,239 18,016 4,447

Income tax (benefit) expense (8,295) 5,421 430 8,597

Loss on extinguishment of debt — 269 2,700 269

Impairment of certain long-lived assets 311 — 311 —

Interest income and other income, net(1)

(5,234) (9,337) (6,412) (15,283)

Adjusted EBITDA $ 113,560 $ 89,465 $ 218,113 $ 175,749

As a percentage of revenue:

Net income margin 13 % 17 % 9 % 18 %

Adjusted EBITDA margin 40 % 41 % 40 % 41 %

___________________

(1)For the three and six months ended June 30, 2026 and 2025, primarily consists of interest income from our cash and cash equivalents.

Non-GAAP Net Income and Non-GAAP Diluted Net Income Per Share

Three Months Ended Six Months Ended

June 30, June 30,

(In thousands, except per share amounts) 2026 2025 2026 2025

GAAP Net income attributable to common stockholders $ 35,437 $ 37,027 $ 51,208 $ 75,231

Stock-based compensation 32,724 21,081 55,231 40,513

Amortization of acquired intangible assets 5,070 5,031 10,008 10,228

Loss on extinguishment of debt(1)

— 269 2,700 269

Impairment of certain long-lived assets 311 — 311 —

Non-GAAP income tax adjustment(2)

(18,735) (5,593) (18,752) (12,977)

Non-GAAP Net income $ 54,807 $ 57,815 $ 100,706 $ 113,264

Non-cash charges related to convertible notes(3)

$ 1,118 $ 1,596 $ 2,190 $ 3,191

Non-GAAP Net income used to compute net income per share, diluted $ 55,925 $ 59,411 $ 102,896 $ 116,455

GAAP Net income per share attributable to common stockholders, diluted(6)

$ 0.29 $ 0.39 $ 0.45 $ 0.77

Stock-based compensation 0.27 0.21 0.48 0.40

Amortization of acquired intangible assets 0.04 0.05 0.09 0.10

Loss on extinguishment of debt(1)

— — 0.02 —

Impairment of certain long-lived assets — — — —

Non-cash charges related to convertible notes(3)

0.01 0.02 0.02 0.03

Non-GAAP income tax adjustment(2)

(0.16) (0.08) (0.17) (0.15)

Non-GAAP Net income per share, diluted(4)

$ 0.45 $ 0.59 $ 0.89 $ 1.15

GAAP Weighted-average shares used to compute net income per share, diluted 126,548 100,617 118,708 101,521

Add: Weighted-average dilutive effect of potentially dilutive securities — — 1,750 —

Less: Anti-dilutive impact of capped call transaction(5)

(3,227) — (4,388) —

Non-GAAP Weighted-average shares used to compute net income per share, diluted(6)

123,321 100,617 116,070 101,521

______________

(1)For the three and six months ended June 30, 2026, excludes tax impact which is presented in Non-GAAP income tax adjustment.

(2)For the periods in fiscal year 2026 and 2025, we used a tax rate of 16%, which we believe is a reasonable estimate of our long-term effective tax rate applicable to non-GAAP pre-tax income for each respective year.

(3)Consists of non-cash interest expense for amortization of debt issuance costs related to our Convertible Notes.

(4)May not foot due to rounding.

(5)Excludes the in-the-money portion of our 2030 Convertible Notes for non-GAAP weighted-average diluted shares as they are covered by our capped call transactions. Our outstanding capped call transactions are antidilutive under GAAP, but are expected to mitigate the dilutive effect of our 2030 Convertible Notes, and therefore are included in the calculation of non-GAAP diluted shares outstanding. The capped calls have an antidilutive impact when the average stock price of our common stock in a given period is higher than their exercise price.

(6)Includes 1,750 and 15,957 of potentially dilutive securities related to our 2026 and 2030 Convertible Notes, respectively, as if the entire principal amount outstanding were converted into shares for the three and six months ended June 30, 2026. Includes 8,403 of potentially dilutive securities related to our 2026 Convertible Notes as if

the entire principal amount outstanding were converted into shares for the three and six months ended June 30, 2025. The Company has the election of settling any conversion in cash, shares of our common stock, or a combination of both. Refer to our Quarterly Report on Form 10-Q for the three months ended June 30, 2026 for further details.

Adjusted Free Cash Flow, Unlevered Adjusted Free Cash Flow, Adjusted Free Cash Flow Margin and Unlevered Adjusted Free Cash Flow Margin

Three Months Ended Six Months Ended

June 30, June 30,

(In thousands) 2026 2025 2026 2025

GAAP Net cash provided by operating activities $ 109,968 $ 92,447 $ 156,889 $ 156,537

Adjustments:

Capital expenditures - property and equipment (41,584) (33,197) (81,576) (95,160)

Capital expenditures - internal-use software development (7,045) (1,383) (11,785) (3,412)

Purchase of intangible assets (754) (852) (754) (1,835)

Restructuring and other charges — — — 64

Adjusted free cash flow $ 60,585 $ 57,015 $ 62,774 $ 56,194

Plus: Cash paid for interest

4,820 54 14,349 249

Less: Interest income

(6,390) (3,202) (9,267) (6,859)

Unlevered adjusted free cash flow

$ 59,015 $ 53,867 $ 67,856 $ 49,584

As a percentage of revenue:

GAAP Net cash provided by operating activities 39 % 42 % 29 % 36 %

Adjusted free cash flow margin 22 % 26 % 12 % 13 %

Unlevered adjusted free cash flow margin 21 % 25 % 13 % 12 %

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