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424B5 1 tm269524-3_424b5.htm 424B5 tm269524-3_424b5 - none - 7.0156581s

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-294563

Subject to completion, dated March 24, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 24, 2026)

$700,000,000

DigitalOcean Holdings, Inc.

Common Stock

We are offering $700,000,000 of shares of our common stock, par value $0.000025 per share (“common stock”).

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “DOCN.” On March 23, 2026, the last reported sale price of our common stock was $86.02 per share.

We have granted the underwriters an option to purchase up to an additional $105,000,000 of shares of our common stock, for 30 days after the date of this prospectus supplement.

Per Share

Total

Price to the public

Underwriting discount and commissions(1)

Proceeds, before expenses, to us

(1)

See “Underwriting (Conflicts of Interest)” beginning on page S-13 for additional information regarding underwriter compensation.

Delivery of the shares of our common stock will be made on or about , 2026.

Investing in our common stock involves certain risks. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page S-6 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Book-Running Managers

J.P. MorganMorgan Stanley BofA Securities

, 2026

	Page
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
WHERE YOU CAN FIND MORE INFORMATION		S-iii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-iv
SUMMARY		S-1
THE OFFERING		S-3
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA		S-5
RISK FACTORS		S-6
USE OF PROCEEDS		S-9
DIVIDENDS		S-10
CAPITALIZATION		S-11
UNDERWRITING (CONFLICTS OF INTEREST)		S-13
U. S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		S-22
LEGAL MATTERS		S-24
EXPERTS		S-24

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION					1
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					3
	THE COMPANY					4
	RISK FACTORS					6
	USE OF PROCEEDS					7
	DESCRIPTION OF CAPITAL STOCK					8
	SELLING STOCKHOLDERS					11
	PLAN OF DISTRIBUTION					12
	LEGAL MATTERS					13
	EXPERTS					14

	Year Ended December 31,
	2025			2024			2023
	(in thousands, except per share data)
Revenue		$	901,427		$	780,615		$	692,884
Cost of revenue			361,835			314,672			295,387
Gross profit			539,592			465,943			397,497
Operating expenses:
Research and development			161,621			142,499			136,917
Sales and marketing			82,433			71,570			65,055
General and administrative			138,549			160,867			162,742
Restructuring and other charges			—			—			20,887
Total operating expenses			382,603			374,936			385,601
Income from operations			156,989			91,007			11,896
Interest expense			(17,940)			(9,113)			(8,945)
Gain on extinguishment of debt			48,104			—			—
Interest income and other income, net			19,509			15,805			23,825
Other income, net			49,673			6,692			14,880
Income before income taxes			206,662			97,699			26,776
Income tax benefit (expense)			52,600			(13,207)			(7,367)
Net income attributable to common stockholders		$	259,262		$	84,492		$	19,409
Net income per share attributable to common stockholders
Basic		$	2.83		$	0.92		$	0.22
Diluted		$	2.52		$	0.89		$	0.20
Weighted-average shares used to compute net income per share attributable to common stockholders
Basic			91,481			91,634			90,141
Diluted			105,343			94,503			96,415

	As of December 31,
	2025			2024
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents		$	254,475		$	428,446
Total assets			1,837,705			1,639,015
Total liabilities			1,866,395			1,841,970
Total stockholders’ deficit		$	(28,690)		$	(202,955)

	As of December 31, 2025
	Actual			As Adjusted
	(in thousands, except par value and share amounts)
Cash and cash equivalents(1)		$	254,475
Long term indebtedness:
Principal amount of 0% Convertible Senior Notes due 2026(2)			312,322
Principal amount of 0% Convertible Senior Notes due 2030(3)			625,000
Credit Agreement(1)(4)			380,000
Total long-term debt			1,317,322
Stockholders’ equity(5):
Preferred stock, par value $0.000025 per share; 10,000,000 shares authorized, no shares issued or outstanding			—
Common stock, par value $0.000025 per share: 750,000,000 shares authorized, actual and as adjusted; 91,947,614 shares issued and outstanding			2
Additional paid-in-capital			16,005
Accumulated other comprehensive loss			(960)
Accumulated deficit(1)			(43,737)
Total stockholders’ deficit(5)			(28,690)
Total capitalization(5)		$	1,288,632

Name			Number of Shares
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
BofA Securities, Inc.
Total

SEC Form 424B5 filed by DigitalOcean Holdings Inc.