DigitalOcean Holdings, Inc. filed a Form 8-K on November 3, 2026, disclosing a new at-the-market equity offering program of up to $1.0 billion in common stock and announcing financial results for the fiscal quarter ended September 30, 2026.

Key Highlights

  • ATM program size: The company entered into an equity distribution agreement to sell shares with an aggregate offering price of up to $1.0 billion.
  • Agreement date: The equity distribution agreement was dated as of November 2, 2026.
  • Eight managers named: Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., MUFG Securities Americas Inc., Citizens JMP Securities, LLC, Wells Fargo Securities, LLC, and BMO Capital Markets Corp. are named as managers.
  • Manager commission: The managers are entitled to compensation of up to 2.0% of the aggregate gross proceeds from each sale of shares.
  • Shelf registration: Sales will be made pursuant to a shelf registration statement on Form S-3 (File No. 333-294563) filed with the SEC on March 24, 2026.
  • No sale obligation: According to the filing, the company "is not obligated to sell any Shares under the Equity Distribution Agreement and may at any time suspend solicitation and offers."
  • Quarterly results announced: A press release reporting financial results for the fiscal quarter ended September 30, 2026 was issued on November 3, 2026 and attached as Exhibit 99.1.

DigitalOcean's $1.0 Billion At-the-Market Offering: Key Terms and Structure

According to the filing, DigitalOcean Holdings, Inc. (NYSE:DOCN) entered into an equity distribution agreement on November 2, 2026 with eight financial institutions acting as managers, establishing an at-the-market offering program through which the company may sell shares of its common stock, par value $0.000025 per share, with an aggregate offering price of up to $1.0 billion. The company disclosed that it filed the Form 8-K on November 3, 2026.

The filing states that under the agreement, managers may sell shares "in ordinary brokers' transactions, to or through a market maker, on or through the New York Stock Exchange or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions," or through other permitted methods. Sales will be made based on the company's instructions, including any price, time, or size limits it specifies. The managers are entitled to a commission of up to 2.0% of aggregate gross proceeds per sale, and the company has agreed to reimburse certain specified expenses and provide customary indemnification.

The company disclosed that it is not required to sell any shares and retains the right to suspend solicitation and offers at any time. Either the company or any individual manager may terminate the agreement by written notice. The filing also noted that a prospectus supplement in connection with the offering was to be filed with the SEC on November 3, 2026. Separately, under Item 2.02, the company announced it issued a press release on November 3, 2026 reporting financial results for the fiscal quarter ended September 30, 2026, with the full text attached as Exhibit 99.1. The filing contains forward-looking statements, which the company states "are subject to known and unknown risks, uncertainties, assumptions and other factors" as described in its regulatory filings.

What Was Disclosed

DigitalOcean disclosed an at-the-market equity offering program of up to $1.0 billion in common stock entered into on November 2, 2026, with eight named manager banks, and separately announced the availability of its fiscal Q3 2026 financial results via an attached press release.