DigitalOcean Holdings, Inc 8-K, filed Sep 10, 2026
DigitalOcean Holdings, Inc. (DOCN)
About this 8-K
DigitalOcean Holdings, Inc filed this 8-K on September 10, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 10, 2026, DigitalOcean Holdings, Inc. (the “Company”) and its wholly owned subsidiary DigitalOcean, LLC (the “Lessee”) entered into a Transaction Agreement with MUFG Americas Capital Leasing & Finance, LLC, as lessor (the “Lessor”), MUFG Bank, Ltd., as administrative agent and collateral agent, and the rent assignees party thereto, together with a related Master Lease Agreement between the Lessee and the Lessor and a Guaranty by the Company and certain of its subsidiaries in favor of MUFG Bank, Ltd., as administrative agent (collectively, the “Equipment Finance Agreements”).
The Equipment Finance Agreements provide for up to $725 million of committed financing to fund purchases of data center equipment (“Equipment”) as well as an accordion feature permitting the Company to increase the committed financing thereunder by up to $300.0 million, to $1.025 billion in the aggregate, with any such increase on the same terms as the existing commitments (the “Equipment Finance Facility”). The Company currently intends to exercise the accordion feature of the Equipment Finance Facility in full, subject to obtaining commitments from new or existing lenders and other conditions.
Under the Equipment Finance Facility, from time to time until September 10, 2027, the Lessee may request advances from the Lessor (“Advances”) funding up to 90% of the cost of Equipment, with the Lessee funding the balance as prepaid rent, and the Lessor will acquire the Equipment with such funds and lease it to the Lessee under lease supplements to the Master Lease Agreement (“Equipment Leases”). The Company expects to account for the Equipment Leases as finance leases.
Rent under each Equipment Lease is payable monthly in arrears and amortizes the applicable Advance in full by September 10, 2030. Each Advance bears interest at a fixed rate, determined at the time of the applicable Advance, equal to a term SOFR swap rate plus 2.75% per annum. The Lessee paid customary arrangement, upfront and agency fees at closing and will pay a commitment fee on undrawn commitments of 0.20% per annum, increasing to 0.40% per annum six months after closing. The Lessee may prepay and purchase the Equipment, in whole or in part, subject to a prepayment premium of 5% in the first year and 3% in the second year following the applicable Advance. Title to the Equipment will transfer to the Lessee for nominal consideration upon payment in full of the amounts under the applicable Equipment Lease.
The Equipment Finance Facility is guaranteed by the Company and certain of its subsidiaries and is secured by the Equipment and related collateral, and the Equipment Finance Agreements contain covenants, including financial covenants, and events of default substantially consistent with those in the Company’s Credit Agreement dated as of May 5, 2025, as amended, together with additional covenants customary for an equipment lease financing.
The foregoing description of the Equipment Finance Facility and the Equipment Finance Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Equipment Finance Agreements, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On September 10, 2026, the Company issued a press release announcing the Equipment Finance Facility. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information furnished under this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any previous or subsequent filing by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of the general incorporation language in such filings, except as expressly incorporated by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the expected availability and use of the Equipment Finance Facility, including with respect to the accordion feature thereof, and the expected accounting treatment of the Equipment Leases. These forward-looking statements are based on the current expectations of the Company’s management and are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or outcomes to be materially different from any future results or outcomes expressed or implied by the forward-looking statements, including those factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in its subsequent filings with the Securities and Exchange Commission. It is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Current Report on Form 8-K. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur. The forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. The Company assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release dated September 10, 2026 |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 10, 2026
| DigitalOcean Holdings, Inc. | ||
| By: | /s/ W. Matthew Steinfort | |
| W. Matthew Steinfort, Chief Financial Officer | ||
Exhibit 99.1
DigitalOcean Secures $725 Million in Equipment Financing Facility to Fund Capacity Expansion
Proactive financing transaction creates capacity to meet accelerating demand for the Company’s AI-Native Cloud platform in 2027 and 2028
BROOMFIELD, Colo., September 10, 2026 – DigitalOcean Holdings, Inc. (NYSE: DOCN), the AI-Native Cloud purpose-built for inference and agentic workloads, today announced that it has entered into a new $725 million equipment finance facility (the "Equipment Finance Facility") to fund the expansion of capacity to meet its growing customer demand. The Equipment Finance Facility, maturing on September 10, 2030, also includes an accordion option of up to $300 million, that the Company intends to exercise, subject to obtaining commitments from new or existing lenders, among other conditions.
The Company secured the Equipment Finance Facility to more closely align cash outflows with revenue at an attractive cost of capital. The Company intends to use the Equipment Finance Facility to acquire GPU, CPU, and other required equipment to meet customer demand for its AI-Native Cloud platform. MUFG Bank, Ltd. served as sole Administrative Agent and Collateral Agent. MUFG Bank, Ltd., Axos Bank, BMO Bank N.A. and Wells Fargo Bank, N.A. acted as Joint Lead Arrangers and Joint Bookrunners, with PNC Bank, N.A. serving as Document Agent. Additional details regarding the Equipment Finance Facility are available in the Company's Current Report on Form 8-K, filed on September 10, 2026 with the U.S. Securities and Exchange Commission (“SEC”).
"We continue to manage our balance sheet from a position of strength, with low leverage and healthy adjusted free cash flow margins. Securing incremental funding at an attractive cost of capital supports our ability to cost effectively add additional capacity to fuel growth in 2027, 2028 and beyond to meet the accelerating demand for our AI Native Cloud. We remain highly confident in our guidance for Q3 and the full year 2026 as well as in our outlook for 2027," said Matt Steinfort, Chief Financial Officer of DigitalOcean.
About DigitalOcean
DigitalOcean (NYSE: DOCN) 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 680,000 customers and millions of developers globally trust DigitalOcean to build, ship, and scale their applications. Learn more at digitalocean.com.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this release include, but are not limited to, statements regarding our financial outlook, the flexibility and strength of our balance sheet, growing customer demand and our ability to support it, the intended use of the Equipment Finance Facility, and our plans with respect to the accordion feature thereunder. The forward-looking statements contained in this release are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results or outcomes to be materially different from any future results or outcomes expressed or implied by the forward-looking statements. These risks, uncertainties, assumptions, and other factors include, but are not limited to our ability to continue to attract new customers and retain existing customers, our plans with respect to accelerating investments in data centers and GPU capacity and our ability to obtain additional commitments under the accordion feature of the Equipment Finance Facility. Further information on these and additional risks, uncertainties, assumptions and other factors that could cause actual results or outcomes to differ materially from those included in or contemplated by the forward-looking statements contained in this release are included under the caption “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings and reports we make with the SEC.
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