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NYSE: DOCN DigitalOcean Holdings, Inc. 424B5

DigitalOcean sells 12.5M shares at $117.54 to raise $1.5B net, immediately repurchasing $472M principal of convertible notes for $1.47B

Filed July 17, 2026 · ~2 min read

Offering filing cluster

Same offering
  1. 424B5 Mar 24, 2026 No report yet EDGAR →
  2. 424B5 Mar 26, 2026 No report yet EDGAR →
  3. 424B5 Jul 15, 2026 DigitalOcean sells shares at VWAP to repurchase up to $500M of 2030 Convertible Notes; no net proceeds to company EDGAR →
  4. 424B5 Jul 17, 2026 This filing EDGAR →

Key Changes

  • high

    DigitalOcean is selling 12,543,915 shares at $117.54/share in a registered direct offering to raise approximately $1.5 billion in net proceeds (after underwriting discount and expenses).

    The Offering verify on EDGAR →
  • high

    The entire $1.5B net proceeds will immediately repurchase $471.8M principal amount of the company's 2030 Convertible Notes for approximately $1.47B (a 3.12x premium to par), leaving no net cash to the company.

    Use of Proceeds verify on EDGAR →
  • high

    The equity offering and convertible note repurchase are cross-conditional: if one transaction does not close, neither will proceed.

    Use of Proceeds verify on EDGAR →

3 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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Source-verified from EDGAR · Narrative written by AI · Jul 20, 2026 · How we verify