NYSE: DOCN DigitalOcean Holdings, Inc. 8-K

DigitalOcean repurchases $471.8M convertible notes for $1.47B, funded by 12.5M share sale

Filed July 24, 2026 · Period ending July 23, 2026 · ~1 min read

Key Changes

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Repurchased $471.8M principal of 0% convertible notes due 2030 for $1.47B cash, a 212% premium to par reflecting stock appreciation since issuance

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Funded repurchase by selling 12.5M shares at $117.54 in registered direct offering, raising ~$1.48B gross proceeds plus cash on hand

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Same noteholders who sold notes back purchased the new shares through privately negotiated agreements, maintaining equity exposure

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Summary

DigitalOcean executed a capital structure reconfiguration, repurchasing $471.8 million principal amount of its 0% convertible notes due 2030 for $1.47 billion cash—a 212% premium to par. The substantial premium reflects the notes' conversion value given the company's stock price appreciation since the notes were issued.

To fund the repurchase, DigitalOcean sold 12.5 million shares at $117.54 per share in a registered direct offering, raising approximately $1.48 billion in gross proceeds, supplemented by cash on hand.

The transaction effectively swaps debt for equity while managing dilution through a coordinated structure: the same noteholders who sold their convertible notes back to the company purchased the newly issued shares through privately negotiated agreements. This allowed the noteholders to monetize their position at a premium while maintaining equity exposure to DigitalOcean. For existing shareholders, the transaction eliminates $471.8 million in debt obligations and the associated conversion overhang, but increases the share count by 12.5 million shares. The net effect is a cleaner balance sheet with reduced leverage and no future conversion risk from these notes, at the cost of immediate equity dilution.