8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 14, 2023

DigitalOcean Holdings, Inc.

(Exact name of registrant as specified in its charter)

(646) 827-4366

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 14, 2023, the Board of Directors (the “Board”) of DigitalOcean Holdings, Inc. (the “Company”) increased the size of the Board from seven to eight members and appointed Christopher Merritt as a Class I director of the Company to fill the resulting vacancy, effective April 17, 2023.

Christopher Merritt, age 53, worked at Cloudflare, Inc., an internet security company, from September 2013 through January 2023, where he most recently served as Chief Revenue Officer and President of Field Operations. Previously, Mr. Merritt served as Chief Marketing and Sales Officer at BranchOut, a professional networking website, as VP of Global Advertiser Partnerships at Yahoo! Inc., a media and technology company, and in various senior roles at Monster Worldwide, Inc., a global employment website. Mr. Merritt received a Bachelor of Industrial Engineering from Auburn University. We believe Mr. Merritt’s extensive experience as a senior sales and/or marketing executive at various technology companies qualifies him to serve on our Board.

Pursuant to the Company’s non-employee director compensation policy, which was filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended in March 2023, Mr. Merritt will receive a restricted stock unit (“RSU”) award valued at $400,000 in connection with his appointment to the Board, with one-third of the shares underlying the RSU award scheduled to vest on each of the first, second and third anniversaries of the effective date of Mr. Merritt’s appointment, subject to his continued service. In addition, Mr. Merritt will be eligible to receive cash fees in connection with his service on the Board and additional RSU grants in the future under the Company’s non-employee director compensation policy.

There are no arrangements or understandings between Mr. Merritt and any other person pursuant to which Mr. Merritt was selected as a director. There are no family relationships between Mr. Merritt and any of the Company’s directors or executive officers and Mr. Merritt is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In addition, Mr. Merritt will execute the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.6 to the Company’s Form S-1 filed on February 25, 2021.

A copy of the Company’s press release announcing Mr. Merritt’s appointment is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Exhibit 99.1

DigitalOcean Appoints Chris Merritt to its Board of Directors

Brings broad, global perspective and deep go-to-market experience consistent with company’s long-term growth objectives

NEW YORK, April 18, 2023 — DigitalOcean Holdings, Inc. (NYSE:DOCN), the cloud for SMBs and startups, today announced the appointment of Chris Merritt to its board of directors. Chris brings decades of industry and global experience that will enable him to provide unique guidance as DigitalOcean continues to deliver simple, cost-effective cloud solutions designed to help the world’s small and medium-sized businesses grow.

"We are excited to welcome Chris to our board,” said Yancey Spruill, CEO of DigitalOcean. “With a broad set of experiences generating revenue with SMBs, across multiple industries and geographies, and different stages of scale, Chris will add valuable insights to the DigitalOcean board as we continue to build out a go-to-market effort.”

For the last ten years, Merritt served as Chief Revenue Officer and President of Field Operations of Cloudflare, where he led worldwide customer and revenue operations, giving him a relevant perspective apt for DigitalOcean’s growing global customer base.

Before Cloudflare, Chris held senior leadership roles at several global companies, including FedEx (Kinkos), Monster, and Yahoo!. Chris earned a degree in Industrial Engineering, Magna Cum Laude, from Auburn University and spent time at MIT’s Sloan Management School.

“I am excited and grateful for the opportunity to help DigitalOcean continue on its already remarkable trajectory and reach its full potential,” said Merritt. “The cause of helping to solve problems for SMBs, who need to maximize their limited resources, is not only a noble one but presents an incredible market opportunity. As large cloud players continue to pull themselves up to meet the needs of large enterprises, the real estate in the cloud space for SMBs is massive, growing, and global in scale. Small and medium-sized businesses need to be able to compete both locally and globally, and DigitalOcean’s platform is unparalleled in enabling them to do just that.”

About DigitalOcean

DigitalOcean simplifies cloud computing so businesses can spend more time creating software that changes the world. With its mission-critical infrastructure and fully managed offerings, DigitalOcean helps developers at startups and small and medium-sized businesses (SMBs) rapidly build, deploy and scale, whether creating a digital presence or building digital products. DigitalOcean combines the power of simplicity, security, community and customer support so customers can spend less time managing their infrastructure and more time building innovative applications that drive business growth. For more information, visit digitalocean.com.

Forward-Looking Statements

This press release may contain 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. These forward-looking statements may be identified by their use of terms and phrases such as “anticipate,” “enable,” “expect,” “will,” “believe,” “continue” and other similar terms and phrases. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements, including those factors contained in the “Risk Factors” section of our SEC filings. It is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this release. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur.

Media Contact

Spencer Anopol

press@digitalocean.com

Investor Contact

Rob Bradley

investors@digitalocean.com