DigitalOcean has announced the closing of a private repurchase of approximately $472 million of its 0.00% convertible senior notes due 2030 and a concurrent registered direct offering of common stock. As a result, there will be no share count dilution, and minimal cash was used, creating additional capacity to fuel growth amid accelerating AI-native customer demand.
DigitalOcean repurchased approximately $472 million of its 0.00% convertible senior notes due 2030.
Issued approximately 12.5 million shares of common stock at $117.54 per share in a registered direct offering.
96% of issued shares related to retirement of the notes; 4% related to premium paid to note holders.
The company intends to repurchase approximately 500 thousand shares to offset dilution from the premium.
Approximately $153 million of the 2030 convertible notes remain outstanding.
J. Wood Capital Advisors LLC acted as financial advisor for the offering.
DigitalOcean Holdings, Inc., the AI-Native Cloud, purpose-built for inference and agentic workloads, today announced the closing of a private repurchase (the "Repurchase") of approximately $472 million of its 0.00% convertible senior notes due 2030 (the "2030 Convertible Notes") and a registered direct offering of shares of common stock to holders of 2030 Convertible Notes participating in the Repurchase (the "Registered Direct Offering").
As a result of this Registered Direct Offering, DigitalOcean issued approximately 12.5 million shares of its common stock at a price of $117.54 per share. The Company used the net proceeds from the Registered Direct Offering to fund the Repurchase. Cash on hand was used to pay transaction related fees.
The price of $117.54 per share equaled the volume-weighted average price of DigitalOcean's common stock on July 15, 2026.
96% of the issued shares related to the retirement of the 2030 Convertible Notes.
4% of the issued shares related to the premium paid to note holders. To offset the dilution from this premium, the Company intends to opportunistically repurchase approximately 500 thousand shares.
As a result of these transactions, there will be no share count dilution.
Approximately $153 million of the 2030 Convertible Notes remains outstanding after the Repurchase.
"Retiring a substantial portion of our 2030 Convertibles Notes strengthened our balance sheet and freed capacity to fund our expansion while maintaining reasonable leverage. In addition, we accomplished this with no dilution and minimal use of cash, which is further evidence of our disciplined execution," said Matt Steinfort, Chief Financial Officer of DigitalOcean. "Demand for our differentiated AI Native Cloud continues to exceed supply, and this transaction gives us added flexibility to invest to serve our customers' and potential customers' rapidly growing demand for both inference and agentic workloads."
About DigitalOcean
DigitalOcean is the AI-Native Cloud, purpose-built for inference and agentic workloads. Its five-layer integrated platform, spanning GPU and CPU infrastructure, core cloud, inference, data, and managed agent orchestration, is open throughout with no vendor lock-in, giving builders everything they need to start fast, scale production AI workloads, and improve unit economics. More than 650,000 customers and millions of developers globally trust DigitalOcean to build, ship, and scale their applications.
