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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): August 8, 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 August 8, 2024, DigitalOcean Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 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 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:August 8, 2024DigitalOcean Holdings, Inc.
By:/s/ W. Matthew Steinfort
W. Matthew Steinfort, Chief Financial Officer


Exhibit 99.1
DigitalOcean Announces Second Quarter 2024 Financial Results
Revenue of $192 million, up 13% year-over-year
GAAP Net Income was $19 million and Adjusted EBITDA was $82 million at 42% margin
NEW YORK, August 8, 2024 – DigitalOcean Holdings, Inc. (NYSE: DOCN), the developer cloud optimized for startups and growing technology businesses, today announced results for its second quarter ended June 30, 2024.
“We have delivered another strong quarter of business results and exciting product announcements. In Q2 we saw revenue growth continue to re-accelerate to 13%, with AI/ML continuing to gain significant momentum with ARR up over 200% year over year, and expanded our leadership team by adding a Chief Product and Technology Officer to accelerate innovation, a Chief Ecosystem and Growth Officer to drive growth and engagement within our developer community and a Chief Revenue Officer to fortify our go-to-market functions,” said Paddy Srinivasan, CEO of DigitalOcean. “With our new leadership team in place and accelerating product innovation, we continue to execute on our mission of providing cloud computing to growing technology companies as well as pursue our AI strategy of democratizing access to GPU Infrastructure and a compelling platform to simplify building and consuming AI.”
Second Quarter 2024 Financial Highlights:
•Revenue was $192 million, an increase of 13% year-over-year.
•Annual Run-Rate Revenue (ARR) ended the quarter at $781 million, an increase of 15% year-over-year.
•Gross profit of $117 million, an increase of 15% year-over-year, and gross profit margin was 61%.
•Net income attributable to common stockholders was $19 million and net income margin was 10%.
•Adjusted EBITDA was $82 million, an increase of 13% year-over-year, and adjusted EBITDA margin was 42%.
•Diluted net income per share was $0.20 and non-GAAP diluted net income per share was $0.48.
•Net cash from operating activities was $71 million as compared to $64 million in the second quarter 2023.
•Adjusted free cash flow was $37 million as compared to $45 million in the second quarter 2023.
•Cash and cash equivalents was $443 million as of June 30, 2024.
Second Quarter 2024 Operational Highlights:
•On July 9, revived the virtual developer conference, Deploy, where a number of product releases were announced such as VPC Peering Beta and Premium CPU Optimized 96 vCPU Droplets, among others.
•Announced the EA (Early Availability) of GPU droplets which democratizes on-demand access to NVIDIA H100 instances for customers (including DigitalOcean’s approximately 638 thousand customers) with the ability to leverage 1, 8 or more GPUs providing flexible deployment options tailored to various use cases and budgets.
•Released 24 new product features throughout the second quarter, doubling our product velocity from the prior 6 months, which include Managed OpenSearch and 5th Generation Xeon Processors, as well as enhanced data processing and transfer capabilities within our data centers.
•Average Revenue Per Customer (ARPU) was $99.45, an increase of 9% over the second quarter 2023.
•Builders and Scalers, those customers spending more than $50 per month, increased 7% from the second 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 297,106 shares during the quarter.
Financial Outlook:
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DigitalOcean is initiating guidance for the third quarter ending September 30, 2024 as follows:
•Total revenue of $196 to $197 million.
•Adjusted EBITDA margin of 37% to 38%.
•Non-GAAP diluted net income per share of $0.39 to $0.41.
•Fully diluted weighted average shares outstanding of approximately 102 to 103 million shares.
DigitalOcean is updating guidance for the full year 2024 as follows:
•Total revenue of $770 to $775 million.
•Adjusted EBITDA margin of 37% to 39%.
•Adjusted free cash flow margin in the range of 15% to 17% of revenue.
•Non-GAAP diluted net income per share of $1.60 to $1.70.
•Fully diluted weighted average shares outstanding of approximately 102 to 103 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, August 8, 2024, at 5:00 p.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 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) our ability to attract and retain customers and/or expand usage of our platform by such customers; (5) our ability to release updates and new features to our platform and adapt and respond effectively to rapidly changing technology or customer needs; (6) breaches in our security measures allowing unauthorized access to our platform, our data, or our customers’ data; (7) the competitive markets in which we participate; (8) general market, political, economic, and business conditions; (9) the operational challenges related to international operations; (10) our ability to successfully integrate acquired businesses, including Paperspace, and achieve
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expected synergies and benefits; (11) liability we may incur due to the activities of our customers; and (12) 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 (loss) 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 (loss) 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 (loss) 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
press@digitalocean.com
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DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
(unaudited)
June 30, 2024December 31, 2023
Current assets:
Cash and cash equivalents$443,110 $317,236 
Marketable securities— 94,532 
Accounts receivable, less allowance for credit losses of $5,486 and $5,848, respectively67,435 62,186 
Prepaid expenses and other current assets33,178 29,040 
Total current assets543,723 502,994 
Property and equipment, net367,428 305,444 
Restricted cash1,747 1,747 
Goodwill348,674 348,322 
Intangible assets, net128,682 140,151 
Operating lease right-of-use assets, net138,461 155,201 
Deferred tax assets1,939 1,994 
Other assets6,139 5,114 
Total assets$1,536,793 $1,460,967 
Current liabilities:
Accounts payable$9,465 $3,957 
Accrued other expenses55,839 31,046 
Deferred revenue6,803 5,340 
Operating lease liabilities, current73,998 81,320 
Other current liabilities74,051 70,982 
Total current liabilities220,156 192,645 
Deferred tax liabilities3,510 3,533 
Long-term debt1,481,577 1,477,798 
Operating lease liabilities, non-current82,992 91,161
Other long-term liabilities2,342 9,528 
Total liabilities1,790,577 1,774,665 
Preferred stock ($0.000025 par value per share; 10,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023)— — 
Common stock ($0.000025 par value per share; 750,000,000 shares authorized; 91,698,027 and 90,243,442 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)2 2 
Additional paid-in capital56,748 30,989 
Accumulated other comprehensive loss(577)(452)
Accumulated deficit(309,957)(344,237)
Total stockholders’ deficit(253,784)(313,698)
Total liabilities and stockholders’ deficit$1,536,793 $1,460,967 
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DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Revenue$192,476 $169,814 $377,206 $334,948 
Cost of revenue75,139 67,354 147,783 139,233 
Gross profit117,337 102,460 229,423 195,715 
Operating expenses:
Research and development34,040 38,569 68,011 76,841 
Sales and marketing20,130 16,100 40,934 34,331 
General and administrative40,839 48,858 86,612 97,797 
Restructuring and other charges— 434 — 21,303 
Total operating expenses95,009 103,961 195,557 230,272 
Income (loss) from operations22,328 (1,501)33,866 (34,557)
Other income (expense):
Interest expense(2,321)(2,112)(4,625)(4,301)
Interest income and other income, net4,802 7,594 9,823 14,988 
Other income, net2,481 5,482 5,198 10,687 
Income (loss) before income taxes24,809 3,981 39,064 (23,870)
Income tax (expense) benefit(5,671)(3,316)(5,787)8,165 
Net income (loss) attributable to common stockholders$19,138 $665 $33,277 $(15,705)
Net income (loss) per share attributable to common stockholders
Basic$0.21 $0.01 $0.37 $(0.17)
Diluted$0.20 $0.01 $0.35 $(0.17)
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders
Basic91,318 89,007 91,049 92,327 
Diluted93,832 96,247 94,005 92,327 
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DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended June 30,
20242023
Operating activities
Net income (loss) attributable to common stockholders$33,277 $(15,705)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization65,016 56,531 
Stock-based compensation44,710 67,960 
Provision for expected credit losses7,985 7,551 
Operating lease right-of-use assets and liabilities, net1,423 6,848 
Net accretion of discounts and amortization of premiums on investments2,569 (2,689)
Non-cash interest expense3,988 3,969 
Loss on impairment of long-lived assets356 553 
Deferred income taxes— 1,589 
Other361 (464)
Changes in operating assets and liabilities:
Accounts receivable(13,234)(10,795)
Prepaid expenses and other current assets(4,346)(6,173)
Accounts payable and accrued expenses(3,655)(14,900)
Deferred revenue1,462 (565)
Other assets and liabilities(1,879)6,666 
Net cash provided by operating activities138,033 100,376 
Investing activities
Capital expenditures - property and equipment(75,534)(46,848)
Capital expenditures - internal-use software development(4,046)(2,895)
Cash paid for asset acquisitions— (2,500)
Purchase of marketable securities— (318,238)
Maturities of marketable securities91,675 614,044 
Purchased interest on marketable securities— (151)
Proceeds from interest on marketable securities— 61 
Proceeds from sale of equipment— 236 
Net cash provided by investing activities12,095 243,709 
Financing activities
Proceeds related to the issuance of common stock under equity incentive plan7,948 11,669 
Proceeds from the issuance of common stock under employee stock purchase plan2,231 2,797 
Principal repayments of finance leases(2,720)— 
Employee payroll taxes paid related to net settlement of equity awards(13,469)(10,532)
Repurchase and retirement of common stock including related costs(18,183)(368,919)
Net cash used in financing activities(24,193)(364,985)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(61)(15)
Increase (decrease) in cash, cash equivalents and restricted cash125,874 (20,915)
Cash, cash equivalents and restricted cash - beginning of period318,983 151,807 
Cash, cash equivalents and restricted cash - end of period$444,857 $130,892 
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DIGITALOCEAN HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP DATA
(unaudited)
Adjusted EBITDA and Adjusted EBITDA Margin
Three Months EndedSix Months Ended
June 30,June 30,
(In thousands)2024202320242023
GAAP Net income (loss) attributable to common stockholders$19,138 $665 $33,277 $(15,705)
Adjustments:
Depreciation and amortization33,129 27,618 65,016 56,531 
Stock-based compensation(1)
21,833 36,429 44,563 64,023 
Interest expense2,321 2,112 4,625 4,301 
Acquisition related compensation3,716 6,980 8,246 14,581 
Acquisition and integration related costs(19)1,446 — 2,747 
Income tax expense5,671 3,316 5,787 (8,165)
Restructuring and other charges(1)
— 434 — 21,303 
Restructuring related charges(1)(2)
243 820 3,863 2,727 
Impairment of long-lived assets356 — 356 553 
Other income, net(3)
(4,802)(7,594)(9,823)(14,988)
Adjusted EBITDA$81,586 $72,226 $155,910 $127,908 
As a percentage of revenue:
Net income (loss) margin 10 %— %9 %(5)%
Adjusted EBITDA margin42 %43 %41 %38 %
___________________
(1)For the six months ended June 30, 2024, non-GAAP stock-based compensation excludes $0.1 million as it is presented in Restructuring related charges. For the six months ended June 30, 2023, non-GAAP stock-based compensation excludes $3.9 million, as it is presented in Restructuring and other charges. There were no reclassifications of stock-based compensation for the three months ended June 30, 2024 and 2023.
(2)For the three and six months ended June 30, 2024, primarily consists of executive reorganization charges. For the three and six months ended June 30, 2023, primarily consists of salary continuation charges.
(3)For the three and six months ended June 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 EndedSix Months Ended
June 30,June 30,
(In thousands)2024202320242023
GAAP Net income (loss) attributable to common stockholders$19,138 $665 $33,277 $(15,705)
Stock-based compensation(1)
21,833 36,429 44,563 64,023 
Acquisition related compensation3,716 6,980 8,246 14,581 
Amortization of acquired intangible assets5,735 3,790 11,470 7,580 
Acquisition and integration related costs(19)1,446 — 2,747 
Restructuring and other charges(1)
— 434 — 21,303 
Restructuring related charges(1)(2)
243 820 3,863 2,727 
Impairment of long-lived assets356 — 356 553 
Non-GAAP income tax adjustment(3)
(3,397)(5,844)(11,423)(23,404)
Non-GAAP Net income$47,605 $44,720 $90,352 $74,405 
Non-cash charges related to convertible notes(4)
$1,588 $1,561 $3,174 $3,121 
Non-GAAP Net income used to compute net income per share, diluted$49,193 $46,281 $93,526 $77,526 
Three Months EndedSix Months Ended
June 30,March 31,
(In thousands, except per share amounts)2024202320242023
GAAP Net income (loss) per share attributable to common stockholders, diluted$0.20 $0.01 $0.35 $(0.17)
Stock-based compensation(1)
0.21 0.35 0.44 0.60 
Acquisition related compensation0.04 0.07 0.08 0.14 
Amortization of acquired intangible assets0.06 0.04 0.11 0.07 
Acquisition and integration related costs— 0.01 — 0.03 
Restructuring and other charges(1)
— — — 0.20 
Restructuring related charges(1)(2)
— 0.01 0.04 0.03 
Impairment of long-lived assets— — — 0.01 
Non-cash charges related to convertible notes(4)
0.02 0.01 0.03 0.03 
Non-GAAP income tax adjustment(3)
(0.03)(0.06)(0.11)(0.22)
Non-GAAP Net income per share, diluted*
$0.48 $0.44 $0.91 $0.72 
GAAP Weighted-average shares used to compute net income (loss) per share, diluted93,83296,24794,00592,327
Weighted-average dilutive effect of potentially dilutive securities8,403 8,4038,40315,583
Non-GAAP Weighted-average shares used to compute net income per share, diluted102,235104,650102,408107,910
*May not foot due to rounding
______________
(1)For the six months ended June 30, 2024, non-GAAP stock-based compensation excludes $0.1 million as it is presented in Restructuring related charges. For the six months ended June 30, 2023, non-GAAP stock-based
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compensation excludes $3.9 million, as it is presented in Restructuring and other charges. There were no reclassifications of stock-based compensation for the three months ended June 30, 2024 and 2023.
(2)For the three and six months ended June 30, 2024, primarily consists of executive reorganization charges. For the three and six months ended June 30, 2023, primarily consists of salary continuation charges.
(3)For the periods in fiscal year 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 periods in fiscal year 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 EndedSix Months Ended
June 30,June 30,
(In thousands)2024202320242023
GAAP Net cash provided by operating activities$71,340 $64,161 $138,033 $100,376 
Adjustments:
Capital expenditures - property and equipment(31,869)(23,534)(75,534)(46,848)
Capital expenditures - internal-use software development(2,483)(1,101)(4,046)(2,895)
Restructuring and other charges— 4,665 61 15,926 
Restructuring related charges(1)
437 820 4,630 2,727 
Acquisition related compensation — — 8,326 — 
Acquisition and integration related costs4 93 302 1,561 
Adjusted free cash flow$37,429 $45,104 $71,772 $70,847 
As a percentage of revenue:
GAAP Net cash provided by operating activities37 %38 %37 %30 %
Adjusted free cash flow margin19 %27 %19 %21 %
___________________
(1)For the three and six months ended June 30, 2024, primarily consists of executive reorganization charges. For the three and six months ended June 30, 2023, primarily consists of salary continuation charges.
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v3.24.2.u1
Cover Page
May 10, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 08, 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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