US Exchange Filings

DigitalOcean Establishes Up to $1 Billion At-the-Market Stock Sale Program

DigitalOcean can now raise up to $1 billion by selling shares over time, adding financing flexibility but potentially diluting existing investors. The company hasn’t committed to selling shares or explained how it would use any proceeds.

DigitalOcean announced third-quarter results for the period ended Sept. 30, 2026, and established a program to sell up to $1 billion of its common stock over time. The sales program gives the cloud-services company a way to raise equity in the market, but it does not require DigitalOcean to sell any shares.

The available announcement does not include the quarter’s financial results or any outlook, so it provides no figures with which to assess the company’s performance.

Key details

  • Up to $1 billion in stock sales: DigitalOcean may sell shares from time to time through an at-the-market program, rather than in a single, fixed-price offering.
  • The company controls whether and how much it sells: DigitalOcean can set instructions such as price, timing and volume limits. It may suspend sales or end the program at any time.
  • Eight banks will arrange sales: Goldman Sachs, J.P. Morgan, Morgan Stanley, BofA Securities, MUFG Securities Americas, Citizens JMP Securities, Wells Fargo Securities and BMO Capital Markets will act as sales agents.
  • Sales can take place through multiple channels: The banks may sell shares in ordinary market transactions, on the New York Stock Exchange or other trading venues, over the counter, or through privately negotiated transactions.
  • Agent fees and expenses: The banks may receive commissions of up to 2% of the gross proceeds from each sale, and DigitalOcean has agreed to reimburse certain specified expenses.
  • The program is subject to conditions: Sales depend on customary conditions being met. Each bank may also end its own role by giving notice.

Plain-English implications

If DigitalOcean sells shares, it will raise cash but increase the number of shares outstanding, diluting existing shareholders’ ownership proportionately. The company has not specified how it would use any proceeds. Because it can choose whether and when to sell, the $1 billion figure is a maximum capacity—not a commitment to raise that amount.

Original Filing

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