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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): October 30, 2024

DigitalOcean Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-40252
45-5207470
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
101 6th Avenue
New York
New York
10013
(Address of Principal Executive Offices)
(Zip Code)
(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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.000025 per shareDOCNThe New York Stock Exchange

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 ☐

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.
☐


Item 2.02 Results of Operations and Financial Condition.
On November 4, 2024, DigitalOcean Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2024. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information is intended to be furnished under Item 2.02 and Item 9.01 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed on a Current Report on Form 8-K filed by the Company on May 2, 2024, Muhammad Aaqib Gadit, the Company’s then-serving Chief Revenue Officer, notified the Company of his intention to step down from such role upon the commencement of employment of his successor. As further disclosed on a Current Report on Form 8-K filed by the Company on July 22, 2024, the Company announced that Larry D’Angelo commenced employment as the Company’s Chief Revenue Officer on July 22, 2024 and, effective as of such date, Mr. Gadit became an advisor to the Company for a transition period to be mutually agreed upon by the Company and Mr. Gadit.
On October 30, 2024, Mr. Gadit resigned from the Company. In recognition of his service to the Company, the Company agreed to waive the requirement under the Share Purchase Agreement, dated as of August 19, 2022 by and among DigitalOcean, LLC, a wholly-owned subsidiary of the Company, Cloudways Limited, Mr. Gadit and the other parties thereto, filed as Exhibit 2.2 to the Current Report on Form 8-K filed by the Company on August 23, 2022, that Mr. Gadit provide continued service to the Company through March 1, 2025 in order to receive the remaining portion of the deferred cash consideration payable to him in connection with the Company’s acquisition of Cloudways Limited. In connection with such waiver, the Company has agreed to make such remaining payment of approximately $7.3 million following Mr. Gadit’s resignation date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
99.1
104Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)


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.

Date:November 4, 2024DigitalOcean Holdings, Inc.
By:/s/ W. Matthew Steinfort
W. Matthew Steinfort, Chief Financial Officer


Exhibit 99.1
DigitalOcean Announces Third Quarter 2024 Financial Results
Revenue of $198 million, up 12% year-over-year; raising full year guidance
Net Income was $33 million at 17% margin and Adjusted EBITDA was $87 million at 44% margin
Continues innovation in product, releasing 42 new product features
NEW YORK, November 4, 2024 – DigitalOcean Holdings, Inc. (NYSE: DOCN), the simplest scalable cloud, today announced results for its third quarter ended September 30, 2024.
“We had a successful quarter, enabling us to raise our full year revenue guidance while still maintaining full year free cash flow margin guidance,” said Paddy Srinivasan, CEO of DigitalOcean. “We continued to accelerate innovation, releasing 42 new product features across our core Cloud and AI platforms in Q3, that directly meet the needs of our larger customers. We made solid progress towards our objective of democratizing access to AI infrastructure and becoming a software-centric AI platform for growing digital-native companies.”
Third Quarter 2024 Financial Highlights:
•Revenue was $198 million, an increase of 12% year-over-year.
•Annual Run-Rate Revenue (ARR) ended the quarter at $798 million, an increase of 12% year-over-year.
•Gross profit of $119 million, an increase of 12% year-over-year, and gross profit margin was 60%.
•Net income attributable to common stockholders was $33 million, an increase of 72% year-over-year, and net income margin was 17%.
•Adjusted EBITDA was $87 million, an increase of 14% year-over-year, and adjusted EBITDA margin was 44%.
•Diluted net income per share was $0.33 and non-GAAP diluted net income per share was $0.52.
•Net cash from operating activities was $73 million as compared to $54 million in the third quarter 2023.
•Adjusted free cash flow was $26 million as compared to $56 million in the third quarter 2023.
•Cash and cash equivalents was $440 million as of September 30, 2024.
Third Quarter 2024 Operational Highlights:
•Announced that GPU Droplets accelerated by NVIDIA H100 Tensor Core GPUs are available to all customers as of October 1, 2024. This launch offers our users to spin up NVIDIA H100 instances in 1 and 8 GPU configurations directly through the control panel and API.
•Launched the early availability of GenAI Platform, DigitalOcean's first generative AI product.
•Released 42 new product features during the quarter, including Global Load Balancers and Kubernetes Log Forwarding.
•Average Revenue Per Customer (ARPU) was $102.51, an increase of 11% over the third quarter 2023.
•Builders and Scalers, those customers spending more than $50 per month, increased 6% from the third quarter 2023 and their revenue grew 15% year-over-year.
•Net Dollar Retention Rate (NDR) remained stable at 97% as compared to the prior quarter.
•The Company repurchased 297,827 shares during the quarter.
Financial Outlook:
DigitalOcean is initiating guidance for the fourth quarter ending December 31, 2024 as follows:
•Total revenue of $199 to $201 million.
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•Adjusted EBITDA margin of 34% to 38%.
•Non-GAAP diluted net income per share of $0.27 to $0.32.
•Fully diluted weighted average shares outstanding of approximately 103 to 104 million shares.
DigitalOcean is updating guidance for the full year 2024 as follows:
•Increasing total revenue guidance of $775 to $777 million.
•Adjusted EBITDA margin of 40% to 41%.
•Adjusted free cash flow margin in the range of 15% to 17% of revenue.
•Non-GAAP diluted net income per share of $1.70 to $1.75.
•Fully diluted weighted average shares outstanding of approximately 103 to 104 million shares.
A reconciliation of non-GAAP outlook measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, expenses that may be incurred in the future. For example, stock-based compensation expense-related charges are impacted by the timing of employee stock transactions, the future fair market value of our common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to constant change. Accordingly, a reconciliation is not available without unreasonable effort and we are unable to assess the probable significance of the unavailable information, although it is important to note that these factors could be material to our results computed in accordance with GAAP.
Conference Call Information:
DigitalOcean will host a conference call today, November 4, 2024, at 8:00 a.m. ET to review its results. The conference call and presentation can be accessed by registering for the webcast at https://events.q4inc.com/attendee/527008089. A live webcast and replay of the conference call in addition to the presentation can be accessed from the DigitalOcean investor relations website at http://investors.digitalocean.com.
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 growing digital-native businesses 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 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, regarding our performance, including but not limited to statements in the section titled “Financial Outlook.” The forward-looking statements contained in this release and the accompanying earnings call referenced 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: (1) fluctuations in our financial results make it difficult to project future results; (2) our history of operating losses; (3) our identification of a material weakness in our internal control over financial reporting, which may impact our ability to accurately report our financial statements; (4) if we fail to effectively onboard and integrate new members of our executive leadership team and senior management, our business and future growth prospects could be harmed; (5) our ability to attract and retain customers and/or expand usage of our platform by such customers; (6) our ability to release updates and new features to our platform and adapt and respond effectively to rapidly changing technology or customer needs; (7) our increased focus on the development and use of artificial intelligence and machine learning may result in reputational harm, liability or other adverse consequences to our business, results of operations or financial results; (8) breaches in our security measures allowing unauthorized access to our platform, our data, or our customers’ data; (9) the competitive markets in which we participate; (10) general market, political, economic, and business conditions; (11) the operational challenges related to international operations; (12) our ability to successfully
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integrate acquired businesses, including Paperspace, and achieve expected synergies and benefits; (13) liability we may incur due to the activities of our customers; and (14) our customers’ ability to have continued and unimpeded access to our platform, including as a result of evolving laws and industry standards.
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, 2023, and subsequent filings and reports we make with the SEC.
We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and 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. The forward-looking statements made in this release relate only to events as of the date on which the statements are made. We assume no obligation to, and do not currently intend to, update any such forward-looking statements after the date of this release.
About Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States, or GAAP, we provide investors with non-GAAP financial measures including: (i) adjusted EBITDA and adjusted EBITDA margin; (ii) non-GAAP net income and non-GAAP diluted net income per share; and (iii) adjusted free cash flow and adjusted free cash flow margin. These measures are presented for supplemental informational purposes only, have limitations as analytical tools and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In particular, adjusted free cash flow is not a substitute for cash provided by operating activities. Additionally, the utility of adjusted free cash flow as a measure of our financial performance and liquidity is further limited as it does not represent the total increase or decrease in our cash balance for a given period. Our calculations of each of these measures may differ from the calculations of measures with the same or similar titles by other companies and therefore comparability may be limited. Because of these limitations, when evaluating our performance, you should consider each of these non-GAAP financial measures alongside other financial performance measures, including the most directly comparable financial measure calculated in accordance with GAAP and our other GAAP results. A reconciliation of each of our non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP is set forth in the tables in the section “Reconciliation of GAAP to Non-GAAP Data.”
Adjusted EBITDA and Adjusted EBITDA Margin
We define adjusted EBITDA as net income attributable to common stockholders, adjusted to exclude depreciation and amortization, stock-based compensation, interest expense, acquisition related compensation, acquisition and integration related costs, income tax expense, restructuring and other charges, restructuring related charges, impairment of long-lived assets, and other income, net. We define adjusted EBITDA margin as adjusted EBITDA as a percentage of revenue. We believe that adjusted EBITDA, when taken together with our GAAP financial results, provides meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of adjusted EBITDA is helpful to our investors as it is a measure used by management in assessing the health of our business, evaluating our operating performance, and for internal planning and forecasting purposes.
Our calculation of adjusted EBITDA and adjusted EBITDA margin may differ from the calculations of adjusted EBITDA and adjusted EBITDA margin by other companies and therefore comparability may be limited. Because of these limitations, when evaluating our performance, you should consider adjusted EBITDA and adjusted EBITDA margin alongside other financial performance measures, including our net income attributable to common stockholders and other GAAP results.
Non-GAAP Net Income and Non-GAAP Diluted Net Income Per Share
We define non-GAAP net income as net income attributable to common stockholders, excluding stock-based compensation, acquisition related compensation, amortization of acquired intangibles, acquisition and integration related costs, restructuring and other charges, restructuring related charges, impairment of long-lived assets, and other unusual or non-recurring transactions as they occur. We define non-GAAP diluted net income per share as non-GAAP net income
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divided by the weighted-average diluted shares outstanding, which includes the potentially dilutive effect of our stock options, RSUs, PRSUs, and Convertible Notes.
We believe non-GAAP diluted net income per share provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this metric generally eliminates the effects of unusual or non-recurring items from period to period for reasons unrelated to overall operating performance.
Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin
Adjusted free cash flow is a non-GAAP financial measure that we define as Net cash provided by operating activities less purchases of property and equipment, capitalized internal-use software costs, and excluding cash paid for restructuring and other charges, acquisition related compensation, restructuring related charges, and acquisition and integration related costs. Adjusted free cash flow margin is calculated as adjusted free cash flow divided by total revenue.
We believe that adjusted free cash flow and adjusted free cash flow margin are useful indicators of liquidity that provide information to management and investors about the amount of cash generated from our core operations that can be used for strategic initiatives, including investing in our business and selectively pursuing acquisitions and strategic investments. We further believe that historical and future trends in adjusted free cash flow and adjusted free cash flow margin, even if negative, provide useful information about the amount of Net cash provided by operating activities that is available (or not available) to be used for strategic initiatives. One limitation of adjusted free cash flow and adjusted free cash flow margin is that they do not reflect our future contractual commitments. Additionally, adjusted free cash flow does not represent the total increase or decrease in our cash balance for a given period.
Key Business Metrics:
We utilize the key metrics set forth below to help us evaluate our business and growth, identify trends, formulate financial projections and make strategic decisions.
Customers
We divide our customer population into the following categories:
•Testers: users that both (i) spend less than or equal to $50 per month and (ii) utilize our platform for three months or less.
•Learners: users that both (i) spend less than or equal to $50 for the month-end period and (ii) have been on our platform for more than three months.
•Builders: users that spend greater than $50 and less than or equal to $500 for the month-end period.
•Scalers: users that spend greater than $500 for the month-end period.
We view Learners, Builders and Scalers as the most appropriate measure of our customer population, and Testers have therefore been excluded from the total customer population count. While we believe the total number of these customers is an important indicator of the growth of our business and future revenue opportunity, the trends relating to our Builders and Scalers is of particular importance to us as these customers represent a significant majority of our revenue and revenue growth, and they are representative of the SMB customers that grow on our platform and use multiple products.
ARPU
We calculate ARPU on a monthly basis as our total revenue from Learners, Builders and Scalers in that period divided by the total number of Learner, Builder and Scaler customers determined as of the last day of the reported period. For a quarterly or annual period, ARPU is determined as the weighted average monthly ARPU over such three or 12-month period.
ARR
We calculate ARR at a point in time by multiplying the revenue of the last month of the reported period by 12. For our ARR calculations, we include the total revenue from all customers, including Testers, Learners, Builders and Scalers.
Net Dollar Retention Rate
We calculate net dollar retention rate monthly by starting with the revenue from customers, including Testers, Learners, Builders and Scalers, for our IaaS, PaaS and SaaS offerings during the corresponding month 12 months prior, or the Prior
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Period Revenue. We then calculate the revenue from these same customers as of the current month, or the Current Period Revenue, including any expansion and net of any contraction or attrition from these customers over the last 12 months. The calculation also includes revenue from customers that generated revenue before, but not in, the corresponding month 12 months prior, but subsequently generated revenue in the current month and are therefore reflected in the Current Period Revenue. We include this group of re-engaged customers in this calculation because our customers frequently use our platform for projects that stop and start over time. We then divide the total Current Period Revenue by the total Prior Period Revenue to arrive at the net dollar retention rate for the relevant month. For our net dollar retention rate calculations, we include the total revenue from customers, including Testers, Learners, Builders and Scalers, for our IaaS, PaaS and SaaS offerings. For a quarterly or annual period, the net dollar retention rate is determined as the average monthly net dollar retention rates over such three or 12-month period.

Investor Contact
Melanie Strate
investors@digitalocean.com
Media Contact
Dan Jensen
press@digitalocean.com
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DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
(unaudited)
September 30, 2024December 31, 2023
Current assets:
Cash and cash equivalents$439,872 $317,236 
Marketable securities— 94,532 
Accounts receivable, less allowance for credit losses of $5,664 and $5,848, respectively68,936 62,186 
Prepaid expenses and other current assets43,198 29,040 
Total current assets552,006 502,994 
Property and equipment, net371,000 305,444 
Restricted cash1,747 1,747 
Goodwill348,674 348,322 
Intangible assets, net123,110 140,151 
Operating lease right-of-use assets, net121,430 155,201 
Deferred tax assets2,035 1,994 
Other assets6,476 5,114 
Total assets$1,526,478 $1,460,967 
Current liabilities:
Accounts payable$12,946 $3,957 
Accrued other expenses28,065 31,046 
Deferred revenue5,575 5,340 
Operating lease liabilities, current68,113 81,320 
Other current liabilities61,311 70,982 
Total current liabilities176,010 192,645 
Deferred tax liabilities3,518 3,533 
Long-term debt1,483,470 1,477,798 
Operating lease liabilities, non-current73,556 91,161
Other long-term liabilities1,627 9,528 
Total liabilities1,738,181 1,774,665 
Preferred stock ($0.000025 par value per share; 10,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023)— — 
Common stock ($0.000025 par value per share; 750,000,000 shares authorized; 92,397,303 and 90,243,442 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)2 2 
Additional paid-in capital65,701 30,989 
Accumulated other comprehensive loss(398)(452)
Accumulated deficit(277,008)(344,237)
Total stockholders’ deficit(211,703)(313,698)
Total liabilities and stockholders’ deficit$1,526,478 $1,460,967 
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DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)

Three Months EndedNine Months Ended
September 30,September 30,
2024202320242023
Revenue$198,484 $177,062 $575,690 $512,010 
Cost of revenue79,043 70,329 226,826 209,562 
Gross profit119,441 106,733 348,864 302,448 
Operating expenses:
Research and development37,377 32,627 105,388 109,468 
Sales and marketing17,036 19,015 57,970 53,346 
General and administrative40,422 20,064 127,034 117,861 
Restructuring and other charges— (441)— 20,862 
Total operating expenses94,835 71,265 290,392 301,537 
Income from operations24,606 35,468 58,472 911 
Other income (expense):
Interest expense(2,262)(2,333)(6,887)(6,634)
Interest income and other income, net7,297 3,979 17,120 18,967 
Other income, net5,035 1,646 10,233 12,333 
Income before income taxes29,641 37,114 68,705 13,244 
Income tax benefit (expense)3,308 (17,939)(2,479)(9,774)
Net income attributable to common stockholders$32,949 $19,175 $66,226 $3,470 
Net income per share attributable to common stockholders
Basic$0.36 $0.22 $0.72 $0.04 
Diluted$0.33 $0.20 $0.70 $0.04 
Weighted-average shares used to compute net income per share attributable to common stockholders
Basic92,145 87,667 91,413 90,769 
Diluted102,591 102,674 102,678 97,747 
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DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended September 30,
20242023
Operating activities
Net income attributable to common stockholders$66,226 $3,470 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization100,825 87,085 
Stock-based compensation67,659 65,589 
Provision for expected credit losses12,018 11,416 
Operating lease right-of-use assets and liabilities, net2,861 5,783 
Net accretion of discounts and amortization of premiums on investments2,569 (2,262)
Non-cash interest expense5,987 5,958 
Loss on impairment of long-lived assets356 1,140 
Deferred income taxes— 561 
Release of VAT reserve— (819)
Other(2,572)484 
Changes in operating assets and liabilities:
Accounts receivable(18,768)(16,777)
Prepaid expenses and other current assets(13,594)(7,569)
Accounts payable and accrued expenses1,136 (15,870)
Deferred revenue235 (561)
Other assets and liabilities(13,552)16,798 
Net cash provided by operating activities211,386 154,426 
Investing activities
Capital expenditures - property and equipment(132,886)(67,077)
Capital expenditures - internal-use software development(6,492)(4,075)
Cash paid for acquisition of businesses, net of cash acquired— (99,340)
Cash paid for asset acquisitions— (2,500)
Purchase of marketable securities— (352,313)
Maturities of marketable securities91,675 773,335 
Purchased interest on marketable securities— (151)
Proceeds from interest on marketable securities— 151 
Proceeds from sale of equipment42 236 
Net cash (used in) provided by investing activities(47,661)248,266 
Financing activities
Proceeds related to the issuance of common stock under equity incentive plan11,890 15,358 
Proceeds from the issuance of common stock under employee stock purchase plan2,231 2,797 
Principal repayments of finance leases(4,097)(947)
Employee payroll taxes paid related to net settlement of equity awards(21,166)(15,594)
Repurchase and retirement of common stock including related costs(29,878)(474,950)
Net cash used in financing activities(41,020)(473,336)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(69)(55)
Increase (decrease) in cash, cash equivalents and restricted cash122,636 (70,699)
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DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended September 30,
20242023
Cash, cash equivalents and restricted cash - beginning of period318,983 151,807 
Cash, cash equivalents and restricted cash - end of period$441,619 $81,108 
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DIGITALOCEAN HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP DATA
(unaudited)
Adjusted EBITDA and Adjusted EBITDA Margin
Three Months EndedNine Months Ended
September 30,September 30,
(In thousands)2024202320242023
GAAP Net income attributable to common stockholders$32,949 $19,175 $66,226 $3,470 
Adjustments:
Depreciation and amortization35,810 30,554 100,825 87,085 
Stock-based compensation(1)
22,949 28,731 67,512 92,754 
Interest expense2,262 2,333 6,887 6,634 
Acquisition related compensation3,193 7,995 11,439 22,576 
Acquisition and integration related costs— 2,366 — 5,113 
Income tax expense(3,308)17,939 2,479 9,774 
Restructuring and other charges(1)
— (441)— 20,862 
Restructuring related charges(1)(2)
162 (29,484)4,025 (26,757)
Impairment of long-lived assets— 587 356 1,140 
Other income, net(3)
(7,297)(3,979)(17,120)(18,967)
Adjusted EBITDA$86,720 $75,776 $242,629 $203,684 
As a percentage of revenue:
Net income margin 17 %11 %12 %1 %
Adjusted EBITDA margin44 %43 %42 %40 %
___________________
(1)For the nine months ended September 30, 2024, non-GAAP stock-based compensation excludes $0.1 million as it is presented in Restructuring related charges. There were no reclassifications of stock-based compensation for the three months ended September 30, 2024. For the three and nine months ended September 30, 2023, non-GAAP stock-based compensation excludes $31.3 million, reversal related to the former CEO’s forfeited MRSU award that is reported in Restructuring related charges.
(2)For the three and nine months ended September 30, 2024, primarily consists of executive reorganization charges. For the three and nine months ended September 30, 2023, primarily consists of the $31.3 million reversal of stock-based compensation related to the former CEO’s forfeited MRSU award, partially offset by salary continuation charges, executive reorganization charges including severance, CEO search firm fees, and other legal and professional service costs.
(3)For the three and nine months ended September 30, 2024 and 2023, primarily consists of interest and accretion income from our cash and cash equivalents and marketable securities.
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Non-GAAP Net Income and Non-GAAP Diluted Net Income Per Share
Three Months EndedNine Months Ended
September 30,September 30,
(In thousands)2024202320242023
GAAP Net income attributable to common stockholders$32,949 $19,175 $66,226 $3,470 
Stock-based compensation(1)
22,949 28,731 67,512 92,754 
Acquisition related compensation3,193 7,995 11,439 22,576 
Amortization of acquired intangible assets5,571 5,651 17,041 13,231 
Acquisition and integration related costs— 2,366 — 5,113 
Restructuring and other charges(1)
— (441)— 20,862 
Restructuring related charges(1)(2)
162 (29,484)4,025 (26,757)
Impairment of long-lived assets— 587 356 1,140 
Non-GAAP income tax adjustment(3)
(13,150)9,011 (24,573)(14,393)
Non-GAAP Net income$51,674 $43,591 $142,026 $117,996 
Non-cash charges related to convertible notes(4)
$1,590 $1,563 $4,764 $4,684 
Non-GAAP Net income used to compute net income per share, diluted$53,264 $45,154 $146,790 $122,680 
Three Months EndedNine Months Ended
September 30,September 30,
(In thousands, except per share amounts)2024202320242023
GAAP Net income per share attributable to common stockholders, diluted$0.33 $0.20 $0.70 $0.04 
Stock-based compensation(1)
0.22 0.27 0.66 0.87 
Acquisition related compensation0.03 0.07 0.11 0.21 
Amortization of acquired intangible assets0.05 0.05 0.16 0.12 
Acquisition and integration related costs— 0.02 — 0.05 
Restructuring and other charges(1)
— — — 0.20 
Restructuring related charges(1)(2)
— (0.28)0.03 (0.25)
Impairment of long-lived assets— — — 0.01 
Non-cash charges related to convertible notes(4)
0.02 0.02 0.04 0.04 
Non-GAAP income tax adjustment(3)
(0.13)0.09 (0.27)(0.13)
Non-GAAP Net income per share, diluted*
$0.52 $0.44 $1.43 $1.16 
GAAP Weighted-average shares used to compute net income per share, diluted102,591102,674102,67897,747
Weighted-average dilutive effect of potentially dilutive securities— — — 8,403
Non-GAAP Weighted-average shares used to compute net income per share, diluted102,591102,674102,678106,150
*May not foot due to rounding
______________
(1)For the nine months ended September 30, 2024, non-GAAP stock-based compensation excludes $0.1 million as it is presented in Restructuring related charges. There were no reclassifications of stock-based compensation for the
11

three months ended September 30, 2024. For the three and nine months ended September 30, 2023, non-GAAP stock-based compensation excludes $31.3 million, reversal related to the former CEO’s forfeited MRSU award that is reported in Restructuring related charges.
(2)For the three and nine months ended September 30, 2024, primarily consists of executive reorganization charges. For the three and nine months ended September 30, 2023, primarily consists of the $31.3 million reversal of stock-based compensation related to the former CEO’s forfeited MRSU award, partially offset by salary continuation charges, executive reorganization charges including severance, CEO search firm fees, and other legal and professional service costs.
(3)For the three and nine months ended September 30, 2024, we used a tax rate of 16%, which we believe is a reasonable estimate of our long-term effective tax rate applicable to non-GAAP pre-tax income for 2024. For the three and nine months ended September 30, 2023, we used a tax rate of 17%, which we believe was a reasonable estimate of our long-term effective tax rate applicable to non-GAAP pre-tax income for 2023.
(4)Consists of non-cash interest expense for amortization of deferred financing fees related to the Convertible Notes.

Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin
Three Months EndedNine Months Ended
September 30,September 30,
(In thousands)2024202320242023
GAAP Net cash provided by operating activities$73,353 $54,050 $211,386 $154,426 
Adjustments:
Capital expenditures - property and equipment(57,352)(20,229)(132,886)(67,077)
Capital expenditures - internal-use software development(2,446)(1,180)(6,492)(4,075)
Restructuring and other charges— 848 61 16,774 
Restructuring related charges(1)
289 1,231 4,919 3,958 
Acquisition related compensation 12,386 16,851 20,712 16,851 
Acquisition and integration related costs— 4,506 302 6,067 
Adjusted free cash flow$26,230 $56,077 $98,002 $126,924 
As a percentage of revenue:
GAAP Net cash provided by operating activities37 %31 %37 %30 %
Adjusted free cash flow margin13 %32 %17 %25 %
___________________
(1)For the three and nine months ended September 30, 2024, primarily consists of executive reorganization charges. For the three and nine months ended September 30, 2023, primarily consists of salary continuation charges and executive reorganization charges, including CEO search firm fees and other legal and professional service costs.
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v3.24.3
Cover Page
Oct. 30, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 30, 2024
Entity Registrant Name DigitalOcean Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40252
Entity Tax Identification Number 45-5207470
Entity Address, Address Line One 101 6th Avenue
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10013
City Area Code (646)
Local Phone Number 827-4366
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.000025 per share
Trading Symbol DOCN
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001582961
Amendment Flag false
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