DigitalOcean sells shares at VWAP to repurchase up to $500M of 2030 Convertible Notes; no net proceeds to company

Filed July 15, 2026 · ~2 min read

Key Changes

• high

  Registered direct offering at volume-weighted average price (VWAP) to limited purchasers; all net proceeds ($500M) used to repurchase 2030 Convertible Notes from the same buyers. Company receives zero net cash after fees.

  The Offering verify on EDGAR →
• high

  Offering and note repurchase are cross-conditional. Structure converts debt to equity without adding cash to balance sheet; company retains $83.9M of capped call hedges (strike $39.17, cap $66.51) despite repurchasing the notes.

  The Offering verify on EDGAR →
• medium

  Noteholders may engage in substantial stock or derivative trading to unwind hedges, potentially large relative to normal daily volume. Company warns this activity may adversely affect stock price but cannot predict magnitude.

  Risk Factors verify on EDGAR →