DigitalOcean美股招股说明书(2026-07-15版)

SUBJECT TO COMPLETION, DATED JULY 14, 2026 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated March24, 2026) DigitalOcean Holdings,Inc.Common Stock We are offeringshares of our common stock, par value $0.000025 per share (“common stock”), in a registered directoffering to a limited number of purchasers pursuant to this prospectus supplement and the accompanying prospectus at a price of$per share. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “DOCN.” On July13, 2026, the lastreported sale price of our common stock was $123.32 per share. Investing in our common stock involves certain risks. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on pageS-9 of this prospectus supplement and in the documents incorporated byreference into this prospectus supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. Per ShareTotalRegistered direct offering price$$Proceeds, before expenses, to us$$ We expect to deliver the shares of our common stock to purchasers on or about, 2026, which will be thetrading dayfollowing the initial trade date for the shares of common stock offered hereby (this settlement cycle being referred to as “T+”).Under Rule15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary marketgenerally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly,purchasers who wish to trade shares prior to the business day preceding the settlement date will be required, by virtue of the fact thatthe shares initially will settle T+, to specify an alternate settlement cycle at the time of any such trade to prevent a failedsettlement. Purchasers of the shares who wish to trade the shares prior to the business day preceding the settlement date should consulttheir own advisors. Financial Advisor to DigitalOcean Holdings,Inc. J. Wood Capital Advisors The date of this prospectus supplement is, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1WHERE YOU CAN FIND MORE INFORMATIONS-2SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3SUMMARYS-5THE OFFERINGS-7RISK FACTORSS-9USE OF PROCEEDSS-10DIVIDENDSS-11PLAN OF DISTRIBUTIONS-12LEGAL MATTERSS-13EXPERTSS-13 Prospectus ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringand also supplements and updates information contained in the accompanying prospectus and the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which providesmore general information, some of which may not apply to this offering. You should read both this prospectus supplement and the accompanying prospectus, together with additional informationdescribed under the heading “Where You Can Find More Information” in this prospectus supplement and the accompanyingprospectus. If the information set forth in this prospectus supplement differs from the information set forth in the accompanying prospectus orthe information contained in any document incorporated by reference herein or therein, the information contained in the most recentlydated document shall control. We have not authorized anyone to provide you with information that is in addition to or different from the information included orincorporated by reference into this prospectus supplement or the accompanying prospectus. We are not making an offer of thesesecurities in any jurisdiction where such offer is not permitted. Persons outside the United States who come into possession of thisprospectus supplement, the accompanying prospectus and any free writing prospectuses we have authorized for use in connection withthis placement must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distributionof this prospectus supplement, the accompanying prospectus and any free writing prospectuses we have authorized for use inconnection with this placement outside the United States. This prospectus supplement does not constitute, and may not be used inconnection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement by any personin any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. You should not assume that the information in this prospectus supplement, the accompanying prospectus or any documentsincorporated by reference is accurate as of any date other than the date of the applicable document