DigitalOcean Holdings Inc美股招股说明书(2026-03-24版)

$700,000,000 DigitalOcean Holdings, Inc. Common Stock We are offering $700,000,000 of shares of our common stock, par value $0.000025 per share(“common stock”). Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “DOCN.”On March23, 2026, the last reported sale price of our common stock was $86.02 per share. We have granted the underwriters an option to purchase up to an additional $105,000,000 of shares ofour common stock, for 30days after the date of this prospectus supplement. Per ShareTotalPrice to the public$$Underwriting discount and commissions$$Proceeds, before expenses, to us$$(1) (1)See “Underwriting (Conflicts of Interest)” beginning on pageS-13for additional information regardingunderwriter compensation. Delivery of the shares of our common stock will be made on or about, 2026. Investing in our common stock involves certain risks. You should review carefully the risks anduncertainties described under the heading “Risk Factors” beginning on pageS-6of this prospectus supplementand in the documents incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. J.P. Morgan BofA Securities TABLE OF CONTENTS PageProspectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-iiWHERE YOU CAN FIND MORE INFORMATIONS-iiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivSUMMARYS-1THE OFFERINGS-3SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATAS-5RISK FACTORSS-6USE OF PROCEEDSS-9DIVIDENDSS-10CAPITALIZATIONS-11UNDERWRITING (CONFLICTS OF INTEREST)S-13U. S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSS-22LEGAL MATTERSS-24EXPERTSS-24ProspectusABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3THE COMPANY4RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8SELLING STOCKHOLDERS11PLAN OF DISTRIBUTION12LEGAL MATTERS13EXPERTS14 ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering and also supplements and updates information contained in the accompanyingprospectus and the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. The second part is the accompanying prospectus, which provides more generalinformation, some of which may not apply to this offering. You should read both this prospectus supplement and the accompanying prospectus, together withadditional information described under the heading “Where You Can Find More Information” in thisprospectus supplement and the accompanying prospectus. If the information set forth in this prospectus supplement differs from the information set forth in theaccompanying prospectus or the information contained in any document incorporated by reference herein ortherein, the information contained in the most recently dated document shall control. Neither we nor the underwriters have authorized anyone to provide you with information that is inaddition to or different from the information included or incorporated by reference into this prospectussupplement or the accompanying prospectus. Neither we nor the underwriters are making an offer of thesesecurities in any jurisdiction where such offer is not permitted. You should not assume that the information in this prospectus supplement, the accompanyingprospectus or any documents incorporated by reference is accurate as of any date other than the date of theapplicable document. Since the respective dates of this prospectus supplement, the accompanyingprospectus and the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus, our business, financial condition, results of operations and prospects may havechanged. WHERE YOU CAN FIND MORE INFORMATION We have filed with the SEC a registration statement on Form S-3 under the Securities Act relating tothe common stock offered by this prospectus supplement. This prospectus supplement and theaccompanying prospectus are a part of that registration statement, which includes additional information notcontained in this prospectus supplement or the accompanying prospectus. The SEC allows us to incorporate by reference information in this document. This means that we candisclose important information to you by referring you to another document filed separately with the SEC.The information incorporated by reference is considered to be part of this document, except for anyinformation that is superseded by information that is included directly in this document. We are incorporating by reference the filings listed below and any additional documents that we mayfile with the SEC pursuant to Section1