Material Event (Form 8-K)

Item 8.01 Other Events.

On July 23, 2026, DigitalOcean Holdings, Inc.‎ (the "Company") completed the repurchase of $471,828,000 principal amount of its outstanding 0.00% Convertible Senior Notes due 2030 (the "Existing Notes") in separate, privately negotiated repurchase transactions with a limited number of holders of the Existing Notes (the "Holders") for an aggregate repurchase price in cash of approximately $1.474 billion.

The repurchase was funded, together with cash on hand, with the net proceeds from the Company's previously announced concurrent registered direct offering of 12,543,915 shares of its common stock ("Common Stock") at a price of $117.54 per share (the "Equity Offering"). In connection with the Equity Offering, the Company entered into separate, privately negotiated share purchase agreements with the Holders.

The Equity Offering was made pursuant to a preliminary prospectus supplement, dated July 14, 2026, and filed with the Securities and Exchange Commission (the "SEC") on July 15, 2026, a pricing term sheet, dated July 15, 2026, and filed with the SEC as a free writing prospectus on July 16, 2026, a final prospectus supplement, dated July 15, 2026, and filed with the SEC on July 17, 2026, and the base prospectus, dated March 24, 2026, filed as part of the Company's automatic shelf registration statement (File No. 333-294563) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on March 24, 2026‎.