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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number: 001-40252

DigitalOcean Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware |  | 45-5207470
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

105 Edgeview Drive, Suite 425
Broomfield, Colorado 80021
(Address of principal executive offices and Zip Code)
(646) 827-4366
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol | Name of each exchange on which registered
Common stock, par value $0.000025 per share | DOCN | The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☒ | Accelerated filer | ☐
Non-accelerated filer | ☐ | Smaller reporting company | ☐
|  | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 29, 2025, there were 91,037,498 shares of the registrant’s common stock, with a par value of $0.000025 per share, outstanding.

TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
|  | Page
Item 1. | Financial Statements (unaudited) |
| Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 | 2
| Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 3 0, 2025 and 2024 | 3
| Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 3 0, 2025 and 2024 | 4
| Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Six Months Ended June 3 0, 2025 and 2024 | 5
| Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 3 0, 2025 and 2024 | 7
| Notes to Condensed Consolidated Financial Statements | 9
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 35
Item 4. | Controls and Procedures | 35
| PART II. OTHER INFORMATION |
Item 1. | Legal Proceedings | 35
Item 1A. | Risk Factors | 35
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36
Item 3. | Defaults Upon Senior Securities | 36
Item 4. | Mine Safety Disclosures | 36
Item 5. | Other Information | 36
Item 6. | Exhibits | 37
| Signatures | 38

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in Part I, Item 1A. “Risk Factors” and elsewhere in our Annual Report on Form 10-K. Moreover, 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 Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such available information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
We may announce material business and financial information to our investors using our investor relations website (https://investors.digitalocean.com/). We therefore encourage investors and others interested in our company to review the information that we make available on our website, in addition to following our filings with the Securities and Exchange Commission, webcasts, press releases and conference calls.
1

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
(unaudited)

| June 30, 2025 |  | December 31, 2024
Current assets: |  |  |
Cash and cash equivalents | $ | 387,745 |  |  | $ | 428,446 |
Accounts receivable, less allowance for credit losses of $6,066 and $5,940, respectively | 81,260 |  |  | 72,486 |
Prepaid expenses and other current assets | 40,768 |  |  | 40,786 |
Total current assets | 509,773 |  |  | 541,718 |
Property and equipment, net | 465,521 |  |  | 432,544 |
Restricted cash | 1,747 |  |  | 1,747 |
Goodwill | 348,674 |  |  | 348,674 |
Intangible assets, net | 109,332 |  |  | 117,718 |
Operating lease right-of-use assets, net | 269,133 |  |  | 187,877 |
Deferred tax assets | 586 |  |  | 200 |
Other assets | 15,042 |  |  | 8,537 |
Total assets | $ | 1,719,808 |  |  | $ | 1,639,015 |
Current liabilities: |  |  |
Accounts payable | $ | 31,349 |  |  | $ | 54,565 |
Accrued other expenses | 34,764 |  |  | 38,156 |
Deferred revenue | 11,264 |  |  | 5,397 |
Operating lease liabilities, current | 98,223 |  |  | 75,785 |
Other current liabilities | 48,931 |  |  | 47,052 |
Total current liabilities | 224,531 |  |  | 220,955 |
Deferred tax liabilities | 4,580 |  |  | 4,123 |
Long-term debt | 1,489,164 |  |  | 1,485,366 |
Operating lease liabilities, long-term | 176,196 |  |  | 130,431
Other long-term liabilities | 554 |  |  | 1,095 |
Total liabilities | 1,895,025 |  |  | 1,841,970 |
Commitments and Contingencies (Note 7) |  |  |
Preferred stock ($0.000025 par value per share; 10,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024) | — |  |  | — |
Common stock ($0.000025 par value per share; 750,000,000 shares authorized; 91,114,675 and 92,234,517 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively) | 2 |  |  | 2 |
Additional paid-in capital | 8,883 |  |  | 57,282 |
Accumulated other comprehensive loss | (591) |  |  | (1,497) |
Accumulated deficit | (183,511) |  |  | (258,742) |
Total stockholders’ deficit | (175,217) |  |  | (202,955) |
Total liabilities and stockholders’ deficit | $ | 1,719,808 |  |  | $ | 1,639,015 |

See accompanying notes to condensed consolidated financial statements
2

DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)

| Three Months Ended |  | Six Months Ended
| June 30, |  | June 30, |  |
| 2025 |  | 2024 |  | 2025 |  | 2024 |  |
Revenue | $ | 218,700 |  |  | $ | 192,476 |  |  | $ | 429,403 |  |  | $ | 377,206 |  |  |
Cost of revenue | 87,755 |  |  | 78,328 |  |  | 169,014 |  |  | 153,910 |  |  |
Gross profit | 130,945 |  |  | 114,148 |  |  | 260,389 |  |  | 223,296 |  |  |
Operating expenses: |  |  |  |  |  |  |  |  |
Research and development | 39,644 |  |  | 32,984 |  |  | 79,238 |  |  | 65,911 |  |  |
Sales and marketing | 19,288 |  |  | 17,997 |  |  | 38,689 |  |  | 36,907 |  |  |
General and administrative | 36,394 |  |  | 40,839 |  |  | 69,201 |  |  | 86,612 |  |  |
Total operating expenses | 95,326 |  |  | 91,820 |  |  | 187,128 |  |  | 189,430 |  |  |
Income from operations | 35,619 |  |  | 22,328 |  |  | 73,261 |  |  | 33,866 |  |  |
Other income (expense): |  |  |  |  |  |  |  |  |
Interest expense | (2,239) |  |  | (2,321) |  |  | (4,447) |  |  | (4,625) |  |  |
Loss on extinguishment of debt | (269) |  |  | — |  |  | (269) |  |  | — |  |  |
Interest income and other income, net | 9,337 |  |  | 4,802 |  |  | 15,283 |  |  | 9,823 |  |  |
Other income, net | 6,829 |  |  | 2,481 |  |  | 10,567 |  |  | 5,198 |  |  |
Income before income taxes | 42,448 |  |  | 24,809 |  |  | 83,828 |  |  | 39,064 |  |  |
Income tax expense | (5,421) |  |  | (5,671) |  |  | (8,597) |  |  | (5,787) |  |  |
Net income attributable to common stockholders | $ | 37,027 |  |  | $ | 19,138 |  |  | $ | 75,231 |  |  | $ | 33,277 |  |  |
Net income per share attributable to common stockholders |  |
Basic | $ | 0.41 |  |  | $ | 0.21 |  |  | $ | 0.82 |  |  | $ | 0.37 |  |  |
Diluted | $ | 0.39 |  |  | $ | 0.20 |  |  | $ | 0.77 |  |  | $ | 0.35 |  |  |
Weighted-average shares used to compute net income per share attributable to common stockholders
Basic | 91,097 |  |  | 91,318 |  |  | 91,538 |  |  | 91,049 |  |  |
Diluted | 100,617 |  |  | 93,832 |  |  | 101,521 |  |  | 94,005 |  |  |

See accompanying notes to condensed consolidated financial statements
3

DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)

| Three Months Ended |  | Six Months Ended |  |
| June 30, |  | June 30, |  |
| 2025 |  | 2024 |  | 2025 |  | 2024 |  |
Net income attributable to common stockholders | $ | 37,027 |  |  | $ | 19,138 |  |  | $ | 75,231 |  |  | $ | 33,277 |  |  |
Other comprehensive income (loss): |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments, net of taxes | 606 |  |  | 14 |  |  | 906 |  |  | (137) |  |  |
Unrealized gain on marketable securities, net of taxes | — |  |  | — |  | — |  | 12 |  |
Other comprehensive income (loss) | 606 |  |  | 14 |  |  | 906 |  |  | (125) |  |  |
Comprehensive income | $ | 37,633 |  |  | $ | 19,152 |  |  | $ | 76,137 |  |  | $ | 33,152 |  |  |

See accompanying notes to condensed consolidated financial statements
4

DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(in thousands, except share amounts)
(unaudited)

| Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Loss |  | Accumulated Deficit |  | Total
| Shares |  | Amount |  |  |  |
Balance at March 31, 2025 | 91,220,227 |  |  | $ | 2 |  |  | $ | 10,986 |  |  | $ | (1,197) |  |  | $ | (220,538) |  |  | $ | (210,747) |
Issuance of common stock under equity incentive plan, net of taxes withheld | 481,933 |  |  | — |  |  | (5,971) |  |  | — |  |  | — |  |  | (5,971) |
Issuance of common stock under employee stock purchase plan, net of taxes withheld | 103,805 |  |  | — |  |  | 2,660 |  |  | — |  |  | — |  |  | 2,660 |
Repurchase and retirement of common stock including related costs | (691,290) |  |  | — |  |  | (20,179) |  |  | — |  |  | — |  |  | (20,179) |
Stock-based compensation | — |  |  | — |  |  | 21,387 |  |  | — |  |  | — |  |  | 21,387 |
Other comprehensive income | — |  |  | — |  |  | — |  |  | 606 |  |  | — |  |  | 606 |
Net income attributable to common stockholders | — |  |  | — |  |  | — |  |  | — |  |  | 37,027 |  |  | 37,027 |
Balance at June 30, 2025 | 91,114,675 |  |  | $ | 2 |  |  | $ | 8,883 |  |  | $ | (591) |  |  | $ | (183,511) |  |  | $ | (175,217) |

| Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Loss |  | Accumulated Deficit |  | Total
| Shares |  | Amount |  |  |  |
Balance at March 31, 2024 | 91,264,101 |  |  | $ | 2 |  |  | $ | 44,615 |  |  | $ | (591) |  |  | $ | (330,098) |  |  | $ | (286,072) |
Issuance of common stock under equity incentive plan, net of taxes withheld | 636,870 |  |  | — |  |  | (3,956) |  |  | — |  |  | — |  |  | (3,956) |
Issuance of common stock under employee stock purchase plan, net of taxes withheld | 94,162 |  |  | — |  |  | 2,231 |  |  | — |  |  | — |  |  | 2,231 |
Repurchase and retirement of common stock including related costs | (297,106) |  |  | — |  |  | (8,837) |  |  | — |  |  | 1,003 |  |  | (7,834) |
Stock-based compensation | — |  |  | — |  |  | 22,695 |  |  | — |  |  | — |  |  | 22,695 |
Other comprehensive income | — |  |  | — |  |  | — |  |  | 14 |  |  | — |  |  | 14 |
Net income attributable to common stockholders | — |  |  | — |  |  | — |  |  | — |  |  | 19,138 |  |  | 19,138 |
Balance at June 30, 2024 | 91,698,027 |  |  | $ | 2 |  |  | $ | 56,748 |  |  | $ | (577) |  |  | $ | (309,957) |  |  | $ | (253,784) |

See accompanying notes to condensed consolidated financial statements
5

DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(in thousands, except share amounts)
(unaudited)

| Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Loss |  | Accumulated Deficit |  | Total
| Shares |  | Amount |  |  |  |
Balance at December 31, 2024 | 92,234,517 |  |  | $ | 2 |  |  | $ | 57,282 |  |  | $ | (1,497) |  |  | $ | (258,742) |  |  | $ | (202,955) |
Issuance of common stock under equity incentive plan, net of taxes withheld | 1,031,897 |  |  | — |  |  | (12,841) |  |  | — |  |  | — |  |  | (12,841) |
Issuance of common stock under employee stock purchase plan, net of taxes withheld | 103,805 |  |  | — |  |  | 2,660 |  |  | — |  |  | — |  |  | 2,660 |
Repurchase and retirement of common stock including related costs | (2,255,544) |  |  | — |  |  | (79,606) |  |  | — |  |  | — |  |  | (79,606) |
Stock-based compensation | — |  |  | — |  |  | 41,388 |  |  | — |  |  | — |  |  | 41,388 |
Other comprehensive income | — |  |  | — |  |  | — |  |  | 906 |  |  | — |  |  | 906 |
Net income attributable to common stockholders | — |  |  | — |  |  | — |  |  | — |  |  | 75,231 |  |  | 75,231 |
Balance at June 30, 2025 | 91,114,675 |  |  | $ | 2 |  |  | $ | 8,883 |  |  | $ | (591) |  |  | $ | (183,511) |  |  | $ | (175,217) |

| Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Loss |  | Accumulated Deficit |  | Total
| Shares |  | Amount |  |  |  |
Balance at December 31, 2023 | 90,243,442 |  |  | $ | 2 |  |  | $ | 30,989 |  |  | $ | (452) |  |  | $ | (344,237) |  |  | $ | (313,698) |
Issuance of common stock under equity incentive plan, net of taxes withheld | 1,857,787 |  |  | — |  |  | (5,844) |  |  | — |  |  | — |  |  | (5,844) |
Issuance of common stock under employee stock purchase plan, net of taxes withheld | 94,162 |  |  | — |  |  | 2,231 |  |  | — |  |  | — |  |  | 2,231 |
Repurchase and retirement of common stock including related costs | (497,364) |  |  | — |  |  | (16,710) |  |  | — |  |  | 1,003 |  |  | (15,707) |
Stock-based compensation | — |  |  | — |  |  | 46,082 |  |  | — |  |  | — |  |  | 46,082 |
Other comprehensive loss | — |  |  | — |  |  | — |  |  | (125) |  |  | — |  |  | (125) |
Net income attributable to common stockholders | — |  |  | — |  |  | — |  |  | — |  |  | 33,277 |  |  | 33,277 |
Balance at June 30, 2024 | 91,698,027 |  |  | $ | 2 |  |  | $ | 56,748 |  |  | $ | (577) |  |  | $ | (309,957) |  |  | $ | (253,784) |

See accompanying notes to condensed consolidated financial statements
6

DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

| Six Months Ended June 30,
| 2025 |  | 2024 |  |  |  |
Operating activities |  |  |  |  |  |  |
Net income attributable to common stockholders | $ | 75,231 |  |  | $ | 33,277 |  |  |  |  |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |  |  |
Depreciation and amortization | 61,975 |  |  | 65,016 |  |  |  |  |
Stock-based compensation | 40,513 |  |  | 44,710 |  |  |  |  |
Provision for expected credit losses | 8,607 |  |  | 7,985 |  |  |  |  |
Operating lease right-of-use assets and liabilities, net | (13,816) |  |  | 1,423 |  |  |  |  |
Loss on extinguishment of debt | 269 |  |  | — |  |  |  |  |
Net accretion of discounts and amortization of premiums on investments | — |  |  | 2,569 |  |  |  |  |
Non-cash interest expense | 4,005 |  |  | 3,988 |  |  |  |  |
Impairment of certain long-lived assets | — |  |  | 356 |  |  |  |  |
Other | (7,853) |  |  | 361 |  |  |  |  |
Changes in operating assets and liabilities: |  |  |  |  |  |  |
Accounts receivable | (17,064) |  |  | (13,234) |  |  |  |  |
Prepaid expenses and other current assets | 1,201 |  |  | (4,346) |  |  |  |  |
Accounts payable and accrued expenses | (3,029) |  |  | (3,655) |  |  |  |  |
Deferred revenue | 5,867 |  |  | 1,462 |  |  |  |  |
Other assets and liabilities | 631 |  |  | (1,879) |  |  |  |  |
Net cash provided by operating activities | 156,537 |  |  | 138,033 |  |  |  |  |
Investing activities |  |  |  |  |  |  |
Capital expenditures - property and equipment | (95,160) |  |  | (75,534) |  |  |  |  |
Capital expenditures - internal-use software development | (3,412) |  |  | (4,046) |  |  |  |  |
Purchase of intangible assets | (1,835) |  |  | — |  |  |  |  |
Maturities of marketable securities | — |  |  | 91,675 |  |  |  |  |
Net cash (used in) provided by investing activities | (100,407) |  |  | 12,095 |  |  |  |  |
Financing activities |  |  |  |  |  |  |
Payment of debt issuance costs | (4,081) |  |  | — |  |  |  |  |
Proceeds related to the issuance of common stock under equity incentive plan | 2,771 |  |  | 7,948 |  |  |  |  |
Proceeds from the issuance of common stock under employee stock purchase plan | 2,660 |  |  | 2,231 |  |  |  |  |
Principal repayments of finance leases | (2,733) |  |  | (2,720) |  |  |  |  |
Employee payroll taxes paid related to net settlement of equity awards | (16,294) |  |  | (13,469) |  |  |  |  |
Repurchase and retirement of common stock including related costs | (79,199) |  |  | (18,183) |  |  |  |  |
Net cash used in financing activities | (96,876) |  |  | (24,193) |  |  |  |  |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 45 |  |  | (61) |  |  |  |  |
(Decrease) increase in cash, cash equivalents and restricted cash | (40,701) |  |  | 125,874 |  |  |  |  |
Cash, cash equivalents and restricted cash - beginning of period | 430,193 |  |  | 318,983 |  |  |  |  |
Cash, cash equivalents and restricted cash - end of period | $ | 389,492 |  |  | $ | 444,857 |  |  |  |  |

See accompanying notes to condensed consolidated financial statements
7

DIGITALOCEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

| Six Months Ended June 30,
| 2025 |  | 2024 |  |  |  |
Supplemental disclosures of cash flow information: |  |  |  |  |  |  |
Cash paid for interest | $ | 249 |  |  | $ | 571 |  |  |  |  |
Cash paid for taxes, net of refunds | 5,757 |  |  | 8,976 |  |  |  |  |
Operating cash flows paid for operating leases | 72,310 |  |  | 41,158 |  |  |  |  |
Non-cash investing and financing activities: |  |  |  |  |  |  |
Capitalized stock-based compensation | $ | 875 |  |  | $ | 1,372 |  |  |  |  |
Property and equipment received but not yet paid, included in accounts payable and accrued other expenses | 32,038 |  |  | 39,532 |  |  |  |  |
Debt issuance costs incurred but not yet paid, included in accounts payable and accrued liabilities | 480 |  |  | — |  |  |  |  |
Operating right-of-use assets obtained in exchange for operating lease liabilities | 123,637 |  |  | 26,826 |  |  |  |  |
Finance right-of-use assets obtained in exchange for finance lease liabilities | 636 |  |  | — |  |  |  |  |

See accompanying notes to condensed consolidated financial statements
8

DIGITALOCEAN HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
Note 1. Nature of the Business and Organization
DigitalOcean Holdings, Inc. and its subsidiaries (collectively, the Company, we, our, us) is a leading cloud computing platform, offering simple, scalable and approachable on-demand cloud and AI services for digital native enterprises around the world. The Company’s platform simplifies cloud computing and AI, enabling its customers to rapidly accelerate innovation and productivity. The Company offers a comprehensive set of cloud platform capabilities which spans across Infrastructure-as-a-Service (“IaaS”), including Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (“PaaS”) and Software-as-a-Service (“SaaS”), including Managed Hosting, Managed Database, Managed Kubernetes and Marketplace offerings. The Company also offers a comprehensive artificial intelligence and machine learning (“AI/ML”) platform - DigitalOcean Gradient™ AI Agentic Cloud which includes Gradient AI Infrastructure with offerings such as GPU Droplets and Bare Metal GPUs; the Gradient AI Platform which offers various building block services including Large Language Models (“LLMs”); and Gradient AI Agents. The Company continues to invest in its platform to further penetrate the growing markets in which it operates.
The Company has adopted a holding company structure and the primary operations are performed globally through its wholly owned operating subsidiaries.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include accounts of the Company and all wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of June 30, 2025, results of operations for the three and six months ended June 30, 2025 and 2024, cash flows for the six months ended June 30, 2025 and 2024, and stockholders' deficit for the three and six months ended June 30, 2025 and 2024.
Prior Period Reclassification
Beginning in the fourth quarter of 2024, the Company reclassified personnel costs including salaries, bonuses, benefits, and stock-based compensation related to customer support employees, and certain other costs from sales and marketing and research and development to cost of revenue in order to better reflect the cost of supporting its growing customer base, and to improve comparability with peers.
As a result, the condensed consolidated statements of operations for the three and six months ended June 30, 2024 have been recast to reflect the effects of the changes in cost of revenue, gross profit, sales and marketing, research and development and total operating expenses. There was no change in income from operations, net income attributable to common stockholders or net income per share attributable to common stockholders for the three and six months ended June 30, 2024 as a result of these reclassifications. The condensed consolidated balance sheets, condensed consolidated statements of comprehensive income, condensed consolidated statements of stockholders’ deficit, and the condensed consolidated statements of cash flows were not affected by changes in the presentation of these costs.
Use of Estimates
The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates, judgments and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Such estimates include, but are not limited to, those related to revenue recognition, accounts receivable and related reserves, useful lives and realizability of long-lived assets, capitalized internal-use software development costs, accounting for stock-based compensation including estimation of the probability of performance vesting conditions, the incremental borrowing rate used to determine lease liabilities, valuation allowances against deferred tax assets, fair value of financial instruments, and the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are periodically reviewed to consider changes in circumstances, facts and experience.
9

Restricted Cash
The following table reconciles cash, cash equivalents and restricted cash per the condensed consolidated statements of cash flows:

| June 30,
| 2025 |  | 2024
Cash and cash equivalents | $ | 387,745 |  |  | $ | 443,110 |
Restricted cash(1) | 1,747 |  |  | 1,747 |
Total cash, cash equivalents and restricted cash | $ | 389,492 |  |  | $ | 444,857 |

___________________
(1) Restricted cash consists of deposits in financial institutions related to a letter of credit used to secure a lease agreement.
Accounts Receivable Net of Allowance for Expected Credit Losses
Accounts receivable primarily represents revenue recognized that was not invoiced at the balance sheet date and is primarily billed and collected in the following month. Trade accounts receivable are carried at the original invoiced amount less an estimated allowance for expected credit losses based on the probability of future collection. Management determines the adequacy of the allowance based on historical loss patterns, the number of days that customer invoices are past due, reasonable and supportable forecasts of future economic conditions to inform adjustments over historical loss data, and an evaluation of the potential risk of loss associated with specific accounts. When management becomes aware of circumstances that may further decrease the likelihood of collection, it records a specific allowance against amounts due, which reduces the receivable to the amount that management reasonably believes will be collected. The Company records changes in the estimate to the allowance for expected credit losses through provision for expected credit losses and reverses the accounts receivable and related allowance after the potential for recovery is considered remote.
The following table presents the changes in the allowance for expected credit losses for the period presented:

| Amount |  |  |  |
Balance as of December 31, 2024 | $ | 5,940 |  |  |  |  |
Provision for expected credit losses | 8,607 |  |  |  |  |
Write-offs and other | (8,481) |  |  |  |  |
Balance as of June 30, 2025 | $ | 6,066 |  |  |  |  |

Recent Accounting Pronouncements – Pending Adoption
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (“Topic 740”)—Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, ASU 2023-09 requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in ASU 2023-09 are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact of adoption on its financial disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“Subtopic 220-40”): Disaggregation of Income Statement Expenses (“ASU 2024-03”). In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“Subtopic 220-40”): Clarifying the Effective Date. ASU 2024-03 requires that an entity breaks down expenses into specific categories, such as employee compensation and costs related to depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Further, ASU 2024-03 requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses. As clarified in ASU 2025-01, the amendments in ASU 2024-03 are required to be adopted for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied on a prospective basis for financial statements issued after the adoption date, although retrospective application is permitted. The Company is currently evaluating the impact of adoption on its financial disclosures.
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Note 3. Revenue
Revenue Disaggregation
Based on the information provided to and reviewed by the Company’s Chief Executive Officer (“CEO”), its chief operating decision maker, the Company believes that the nature, amount, timing and uncertainty of its revenue and cash flows and how they are affected by economic factors is most appropriately depicted based on the category of its customers. Customers are classified in the following categories based on the amount of their spend in a given month and individual customers may fall within different categories within a reporting period:
•Builders: users that spend more than $50 and less than or equal to $500 in a month.
•Scalers: users that spend more than $500 and less than or equal to $8,333 in a month.
•Scalers+: users that spend more than $8,333 in a month.
•Learners and Testers: users that spend less than or equal to $50 in a month. Learners are users that have been on the Company’s platform for more than three months. Testers are users that have been on the Company’s platform for three months or less.
Revenue by customer category, as determined based on the customers’ spend in a given month, was as follows:

| Three Months Ended June 30,
| 2025 |  | 2024 |  |
| Amount |  | Percentage of Revenue |  | Amount |  | Percentage of Revenue(1) |  |  |  |
Builders | $ | 62,789 |  |  | 29 | % |  | $ | 58,466 |  |  | 30 | % |  |  |  |
Scalers | 78,986 |  |  | 36 | % |  | 69,937 |  |  | 36 | % |  |  |  |
Scalers+ | 53,052 |  |  | 24 | % |  | 39,257 |  |  | 21 | % |  |  |  |
Learners, Testers and Other(2) | 23,873 |  |  | 11 | % |  | 24,816 |  |  | 13 | % |  |  |  |
Total | $ | 218,700 |  |  | 100 | % |  | $ | 192,476 |  |  | 100 | % |  |  |  |

| Six Months Ended June 30,
| 2025 |  | 2024
| Amount |  | Percentage of Revenue |  | Amount |  | Percentage of Revenue
Builders | $ | 124,194 |  |  | 29 | % |  | $ | 115,915 |  |  | 31 | %
Scalers | 155,244 |  |  | 36 | % |  | 138,155 |  |  | 37 | %
Scalers+ | 101,373 |  |  | 24 | % |  | 73,512 |  |  | 19 | %
Learners, Testers and Other(2) | 48,592 |  |  | 11 | % |  | 49,624 |  |  | 13 | %
Total | $ | 429,403 |  |  | 100 | % |  | $ | 377,206 |  |  | 100 | %

___________________________
(1) May not recalculate due to rounding.
(2) Other includes miscellaneous revenue and other reserve adjustments.
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Geographical Information
Revenue, as determined based on the Company’s customers’ billing address, was as follows:

| Three Months Ended June 30,
| 2025 |  | 2024 |  |
| Amount |  | Percentage of Revenue(1) |  | Amount |  | Percentage of Revenue(1) |  |  |  |
North America | $ | 79,560 |  |  | 37 | % |  | $ | 73,682 |  |  | 38 | % |  |  |  |
Europe | 59,660 |  |  | 27 | % |  | 54,565 |  |  | 28 | % |  |  |  |
Asia | 50,752 |  |  | 23 | % |  | 44,345 |  |  | 23 | % |  |  |  |
Rest of the world | 28,728 |  |  | 13 | % |  | 19,884 |  |  | 11 | % |  |  |  |
Total | $ | 218,700 |  |  | 100 | % |  | $ | 192,476 |  |  | 100 | % |  |  |  |

| Six Months Ended June 30,
| 2025 |  | 2024
| Amount |  | Percentage of Revenue |  | Amount |  | Percentage of Revenue(1)
North America | $ | 157,497 |  |  | 37 | % |  | $ | 141,069 |  |  | 37 | %
Europe | 118,135 |  |  | 28 | % |  | 109,012 |  |  | 29 | %
Asia | 101,768 |  |  | 24 | % |  | 87,860 |  |  | 23 | %
Rest of the world | 52,003 |  |  | 11 | % |  | 39,265 |  |  | 11 | %
Total | $ | 429,403 |  |  | 100 | % |  | $ | 377,206 |  |  | 100 | %

___________________________
(1) May not recalculate due to rounding.
Revenue derived from customers in the United States was 31% of total revenue for the three and six months ended June 30, 2025, and 32% and 31% of total revenue for the three and six months ended June 30, 2024, respectively.
Deferred Revenue
Deferred revenue was $11,264 and $5,397 as of June 30, 2025 and December 31, 2024, respectively. Revenue recognized during the three months ended June 30, 2025 and 2024 was $650 and $823, respectively, and $2,885 and $2,934 during the six months ended June 30, 2025 and 2024, respectively, which was included in the deferred revenue balances at the beginning of each respective period.
Concentration of Credit Risk
The amounts reflected in the condensed consolidated balance sheets for cash and cash equivalents, marketable securities, restricted cash, and trade accounts receivable are exposed to concentrations of credit risk. Although the Company maintains cash and cash equivalents with multiple financial institutions, the deposits, at times, may exceed federally insured limits. The Company believes that the financial institutions that hold its cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to these balances.
The Company’s customer base consists of a significant number of geographically dispersed customers. No customer represented 10% or more of accounts receivable, net as of June 30, 2025 and December 31, 2024. Additionally, no customer accounted for 10% or more of total revenue during the three and six months ended June 30, 2025 and 2024.
Remaining Performance Obligations
The Company has performance obligations associated with commitments in customer contracts for future services that have not yet been recognized in the condensed consolidated financial statements. As of June 30, 2025, the aggregate transaction price allocated to the remaining performance obligations was $53,402, which is expected to be recognized as revenue over the remaining life of the contracts. The weighted-average remaining life of these contracts is 1.9 years. The Company has applied the optional exemption to exclude contracts with an original expected term of one year or less from this amount.
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Note 4. Fair Value Measurements
The fair value of the Company’s financial assets measured on a recurring basis was as follows:

| June 30, 2025
| Level I |  |  |  | Total
Cash and cash equivalents: |  |  |  |  |
Cash | $ | 89,964 |  |  |  |  | $ | 89,964 |
Money market funds | 297,781 |  |  |  |  | 297,781 |
Total Cash and cash equivalents | $ | 387,745 |  |  |  |  | $ | 387,745 |

| December 31, 2024
| Level I |  |  |  | Total
Cash and cash equivalents: |  |  |  |  |
Cash | $ | 79,378 |  |  |  |  | $ | 79,378 |
Money market funds | 349,068 |  |  |  |  | 349,068 |
Total Cash and cash equivalents | $ | 428,446 |  |  |  |  | $ | 428,446 |

The Company classifies its highly liquid money market funds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company had no Level 2 or Level 3 financial assets as of June 30, 2025 and December 31, 2024.
Interest income from investments was $3,202 and $5,128 for the three months ended June 30, 2025 and 2024, respectively, and $6,859 and $10,402 for the six months ended June 30, 2025 and 2024, respectively.
Financial Instruments Not Recorded at Fair Value on a Recurring Basis
The Company reports financial instruments at fair value, with the exception of the 0% Convertible Senior Notes due December 1, 2026 (“Convertible Notes”). Financial instruments that are not recorded at fair value on a recurring basis are measured at fair value on a quarterly basis for disclosure purposes. The carrying values and estimated fair values of financial instruments not recorded at fair value are as follows:

| June 30, 2025 |  | December 31, 2024
| Carrying Value |  | Fair Value |  | Carrying Value |  | Fair Value
Convertible Notes | $ | 1,489,164 |  |  | $ | 1,400,625 |  |  | $ | 1,485,366 |  |  | $ | 1,344,375 |

The carrying value of the Convertible Notes as of June 30, 2025 and December 31, 2024 was net of unamortized debt issuance costs of $10,836 and $14,634, respectively.
The total fair value of the Convertible Notes was determined based on the closing trading price as of the last day of trading for the period. The Company classifies the fair value to be a Level 2 valuation within the fair value measurement hierarchy due to the limited trading activity.
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Note 5. Balance Sheet Details
Property and equipment, net
Property and equipment, net consisted of the following:

| June 30, 2025 |  | December 31, 2024
Servers and related equipment | $ | 909,179 |  |  | $ | 833,893 |
Furniture and fixtures | 161 |  |  | 1,558 |
Leasehold improvements | 285 |  |  | 6,985 |
Internal-use software | 99,259 |  |  | 94,981 |
Equipment under finance leases | 12,542 |  |  | 12,138 |
Property and equipment, gross | $ | 1,021,426 |  |  | $ | 949,555 |
Less: accumulated depreciation | $ | (474,163) |  |  | $ | (439,664) |
Less: accumulated amortization | (81,742) |  |  | (77,347) |
Property and equipment, net | $ | 465,521 |  |  | $ | 432,544 |

Depreciation expense on property and equipment was $25,589 and $25,981 for the three months ended June 30, 2025 and 2024, respectively, and $47,348 and $50,619 for the six months ended June 30, 2025 and 2024, respectively.
Capitalized costs related to the development of computer software for internal use was $1,688 and $3,346 for the three months ended June 30, 2025 and 2024, respectively, and $4,287 and $5,418 for the six months ended June 30, 2025 and 2024, respectively, which is included in internal-use software costs within property and equipment, net. Amortization expense related to internal-use software was $2,145 and $1,413 for the three months ended June 30, 2025 and 2024, respectively, and $4,399 and $2,927 for the six months ended June 30, 2025 and 2024, respectively.
Other assets
Other assets consisted of the following:

| June 30, 2025 |  | December 31, 2024
Prepaid expenses, long term | $ | 7,892 |  |  | $ | 5,353 |
Deferred financing fees | 5,109 |  |  | 782 |
Other assets | 2,041 |  |  | 2,402 |
Total other assets | $ | 15,042 |  |  | $ | 8,537 |

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Note 6. Debt
Convertible Notes
In November 2021, the Company issued $1,500,000 aggregate principal amount of Convertible Notes in a private offering, including the exercise in full of the over-allotment option granted to the initial purchasers of $200,000. The Convertible Notes are senior unsecured obligations of the Company and do not bear interest, and the principal amount of the Convertible Notes does not accrete. The Convertible Notes will mature on December 1, 2026 unless earlier converted, redeemed, or repurchased. Amortization of deferred financing fees was $1,900 and $1,891 for the three months ended June 30, 2025 and 2024, respectively, and $3,798 and $3,779, for the six months ended June 30, 2025 and 2024, respectively.
During the three months ended June 30, 2025, none of the circumstances allowing holders to convert the Convertible Notes were met.
2025 Credit Facility
On May 5, 2025, the Company entered into a credit agreement (the “Credit Agreement”) by and among the Company, its wholly owned subsidiary, DigitalOcean, LLC, as borrower (the “Borrower”), Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Agent”), and the lenders party thereto (the “Lenders”). The Credit Agreement provides for a $500,000 senior secured delayed draw term loan facility (“Term Loan Facility”, and any loans thereunder “Term Loans”) and a $300,000 senior secured revolving credit facility (“Revolving Facility”, and any loans thereunder “Revolving Loans”) which will include a $30,000 sublimit for the issuance of letters of credit (collectively the “2025 Credit Facility”). The Term Loan Facility and Revolving Facility mature on May 5, 2030, and are subject to a springing maturity date in the event certain conditions occur as described in the Credit Agreement. Revolving Loans may be borrowed, repaid and reborrowed, until their maturity date. Term Loans may be borrowed between May 5, 2025 and February 5, 2026 and once borrowed and repaid, cannot be reborrowed.
The Term Loans and Revolving Loans bear interest, at the Company’s option, at a rate equal to either (i) term SOFR, plus an applicable margin ranging from 1.25% to 2.25% per annum based on the total leverage ratio (as defined in the Credit Agreement), or (ii) a base rate equal to the highest of (x) the federal funds rate plus 0.50%, (y) the prime rate and (z) term SOFR for an interest period of one month plus 1.00%, plus an applicable margin ranging from 0.25% to 1.25% per annum based on the total net leverage ratio. Undrawn commitments under the Revolving Credit Facility and the Term Loan Facility are subject to a commitment fee ranging from 0.175% to 0.35% per annum based on the total net leverage ratio on the average daily unused portion of such commitment that is available to the Borrower. Commencing on June 30, 2026, payments will be made in equal quarterly installments based on 1.25% of the outstanding principal amount of the Term Loans.
The Credit Agreement includes customary representations, warranties, and affirmative and negative covenants, including financial covenants that require the Company to maintain certain levels of total net leverage ratio and interest coverage ratio. The negative covenants include restrictions on liens, investments, indebtedness, fundamental changes, asset dispositions, dividend payments and other restricted payments, transactions with affiliates, prepayments of subordinated debt and other matters, all subject to certain exceptions. The obligations under the Credit Agreement are required to be guaranteed by the Company and certain of the Company’s material domestic subsidiaries and are secured by substantially all of the assets of the Company, the Borrower and such subsidiary guarantors, subject to customary exceptions. The initial guarantors as of the closing under the Credit Agreement include the Company and Paperspace Co. The Credit Agreement also includes customary events of default. Upon the occurrence and during the continuance of an event of default, the Lenders may terminate their commitments and accelerate any outstanding obligations under the Credit Agreement and may exercise certain other rights and remedies provided for under the Credit Agreement, the other loan documents and applicable law. As of June 30, 2025, the Company was in compliance with all covenants under the 2025 Credit Facility.
The proceeds of the Term Loan Facility may only be used to repurchase, repay, acquire or otherwise settle a portion of the Company’s Convertible Notes and to pay related premiums, fees and expenses in connection therewith. The proceeds of the Revolving Facility may be used for working capital, capital expenditures, permitted acquisitions, refinancing of any indebtedness and other general corporate purposes.
In connection with the 2025 Credit Facility, the Company incurred $4,560 of issuance fees which are recognized as deferred financing fees in Other assets within the condensed consolidated balance sheets. Deferred financing fees allocated to the Revolving Facility are amortized over the remaining term of the 2025 Credit Facility, and deferred financing fees allocated to the Term Loan Facility are deferred until drawdown.
As of June 30, 2025, the Company had no outstanding borrowings under the 2025 Credit Facility.
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2022 Credit Facility
In February and March 2020, the Company entered into and subsequently amended a second amended and restated credit agreement with KeyBank National Association as administrative agent. In November 2021, the Company further amended such credit agreement to revise certain covenants that restricted the incurrence of indebtedness to permit the issuance of the Convertible Notes. In March 2022, the Company entered into a third amended and restated credit agreement (“2022 Credit Facility”) to, among other modifications, increase the maximum borrowing limit to $250,000.
On May 5, 2025, upon entry into the 2025 Credit Facility described above, the Company terminated its 2022 Credit Facility.
Note 7. Commitments and Contingencies
Purchase Commitments
As of June 30, 2025, the Company had long-term commitments and purchase orders with various software license, bandwidth, network services and third-party license vendors. The Company’s purchase commitments have not materially changed since December 31, 2024.
Leases
As of June 30, 2025, the Company had $3,218 of estimated undiscounted fixed payment obligations, mostly related to leases of co-location space at data center facilities, that have not yet commenced and were not included in the condensed consolidated balance sheets. These leases are expected to commence between July 2025 and September 2025, and have a weighted-average lease term of 3.6 years.
Letter of Credit
In conjunction with the execution of an office space operating lease, a letter of credit in the amount of $1,747 was issued and outstanding as of June 30, 2025 and December 31, 2024. No draws were made under the letter of credit. These funds are included as restricted cash on the condensed consolidated balance sheets as they are related to an operating lease and are included in beginning and ending cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows.
Legal Proceedings
The Company may be involved in various legal proceedings and litigation arising in the ordinary course of business. While it is not feasible to predict or determine the ultimate disposition of any such litigation matters, the Company believes that any such legal proceedings will not have a material adverse effect on its condensed consolidated financial position, results of operations, or liquidity.
Note 8. Stockholders’ Equity
Share Buyback Program
On February 20, 2024, the Company’s Board of Directors approved the repurchase of up to an aggregate of $140,000 of its common stock (“2024 Share Buyback Program”). Pursuant to the 2024 Share Buyback Program, repurchases of the Company’s common stock will be made at prevailing market prices through open market purchases, in negotiated transactions off the market or otherwise, including through Rule 10b5-1 plans. The repurchase program is authorized through fiscal year 2025; however, the Company is not obligated to acquire any particular amount of common stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion.
During the three and six months ended June 30, 2025, the Company repurchased and retired 691,290 and 2,255,544 shares of common stock for an aggregate purchase price of $20,147 and $79,199, respectively, which excludes a 1% excise tax on net share repurchases imposed under the Inflation Reduction Act. All purchased shares were retired and are reflected as a reduction of common stock for the par value of shares, with the excess applied to additional paid-in capital. As of June 30, 2025, the accrued excise tax on net share repurchases was $407.
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Note 9. Stock-Based Compensation
Equity Incentive Plan
In March 2021, the Company’s Board of Directors adopted, and the stockholders approved, the 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan is a successor to and continuation of the 2013 Stock Plan. The 2021 Plan became effective on the date of the IPO with no further grants being made under the 2013 Stock Plan, however, awards outstanding under the 2013 Stock Plan will continue to be governed by their existing terms. The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, RSUs, PRSUs, MRSUs and other awards to employees, directors, and consultants. Shares issued pursuant to the exercise of these awards are transferable by the holder. There were 25,512,131 shares available for grant under the 2021 Plan as of June 30, 2025.
RSUs and PRSUs
RSUs granted typically vest over four years. The Company has issued PRSUs which vest based on the achievement of each award’s established performance targets. Depending on the actual financial metrics achieved relative to the target financial metrics throughout the defined performance period of the award, the number of LTIP PRSUs that vest could range from 0% to 200% of the target amount and are subject to the Compensation Committee’s approval of the level of achievement against the approved performance targets.
Assuming the minimum performance level is achieved, one-third of the aggregate number of the achieved LTIP PRSUs shall vest on the later of (i) March 1 of the year after grant or (ii) two trading days following the public release of the Company’s financial results, and the remainder shall vest in eight equal quarterly installments subject, in each case, to the individual’s continuous service through the applicable vesting date.
On April 11, 2024, the Company granted an LTIP PRSU award (the “2024 LTIP PRSU”). The financial performance level under the PRSUs was equal to the sum of the attainment of revenue targets weighted at 75% and adjusted free cash flow margin targets weighted at 25%. On February 18, 2025, the Company determined that the 2024 LTIP PRSU was achieved at 94.8% of the target amount. This resulted in a performance factor reduction of 88,865 shares from the original maximum shares achievable of 168,944. The target shares granted under the 2024 LTIP PRSU was 84,472.
On April 25, 2025, the Company granted LTIP PRSU awards (the “2025 LTIP PRSUs”). The financial performance level under the 2025 LTIP PRSUs can be attained based on the achievement of certain annual run-rate revenue (“ARR”) and adjusted free cash flow margin targets. Under the 2025 LTIP PRSUs, 75% of the awards can be achieved based on the ARR targets and 25% of the awards can be achieved based on the adjusted free cash flow margin targets. The target shares granted under the 2025 LTIP PRSUs were 218,486. The actual number of shares that are received under the 2025 LTIP PRSUs may be higher or lower than the target shares based on the actual financial metrics achieved relative to the target financial metrics for fiscal year 2025.
As of June 30, 2025, there was $131,757 of unrecognized stock-based compensation, net of estimated forfeitures, related to outstanding RSUs, that is expected to be recognized over a weighted-average period of 2.7 years. As of June 30, 2025, there was $6,474 of unrecognized stock-based compensation related to outstanding PRSUs that is expected to be recognized over a weighted-average period of 2.6 years.
MRSU
On February 12, 2024, Padmanabhan Srinivasan joined the Company in the role of CEO. As part of his compensation package, Mr. Srinivasan received an MRSU with an estimated grant date fair value of approximately $8,000, which vests upon the satisfaction of certain service conditions and the achievement of certain Company stock price goals during a five-year performance period.
As of June 30, 2025, there was $5,057 of unrecognized stock-based compensation related to the MRSU award that is expected to be recognized over a weighted-average period of 3.7 years.
ESPP
In March 2021, the Company’s Board of Directors adopted, and the stockholders approved, the 2021 Employee Stock Purchase Plan (“ESPP”). Eligible employees enroll in the offering period at the start of each purchase period, whereby they may purchase a number of shares at a price per share equal to 85% of the lesser of (1) the stock price at the employee’s first participation in the offering period or (2) the fair market value of the Company’s common stock on the
17

purchase date. The Company’s current offering period began on May 21, 2025 and is expected to end on May 20, 2026. There were 5,202,269 shares available for grant under the ESPP as of June 30, 2025.
Stock-Based Compensation
Stock-based compensation is included in the condensed consolidated statements of operations as follows:

| Three Months Ended |  | Six Months Ended
| June 30, |  | June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024 |  |
Cost of revenue(1) | $ | 1,422 |  |  | $ | 1,611 |  |  | $ | 2,817 |  |  | $ | 2,987 |  |  |
Research and development(1) | 9,456 |  |  | 8,480 |  |  | 17,725 |  |  | 17,468 |  |  |
Sales and marketing(1) | 3,089 |  |  | 2,610 |  |  | 5,635 |  |  | 5,935 |  |  |
General and administrative | 7,114 |  |  | 9,132 |  |  | 14,336 |  |  | 18,320 |  |  |
Total | $ | 21,081 |  |  | $ | 21,833 |  |  | $ | 40,513 |  |  | $ | 44,710 |  |  |

___________________
(1)Amounts for the three and six months ended June 30, 2024 have been recast to conform with current period presentation. Refer to Note 2. Summary of Significant Accounting Policies, Prior Period Reclassification for further details.
Note 10. Net Income per Share Attributable to Common Stockholders
The following table presents the calculation of basic and diluted net income per share:

| Three Months Ended |  | Six Months Ended
| June 30, |  | June 30,
(In thousands, except per share amounts) | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
Basic net income per share: |  |  |  |  |  |  |  |  |
Numerator: |  |  |  |  |  |  |  |  |
Net income attributable to common stockholders | $ | 37,027 |  |  | $ | 19,138 |  |  | $ | 75,231 |  |  | $ | 33,277 |  |  |
Denominator: |  |  |  |  |  |  |  |  |
Weighted-average shares used to compute net income per share | 91,097 |  |  | 91,318 |  |  | 91,538 |  |  | 91,049 |  |  |
Basic net income per share attributable to common stockholders | $ | 0.41 |  |  | $ | 0.21 |  |  | $ | 0.82 |  |  | $ | 0.37 |  |  |
Diluted net income per share: |  |  |  |  |  |  |  |  |
Numerator: |  |  |  |  |  |  |  |  |
Net income attributable to common stockholders | $ | 37,027 |  |  | $ | 19,138 |  |  | $ | 75,231 |  |  | $ | 33,277 |  |  |
Interest expense on dilutive convertible notes, net of tax | 1,733 |  |  | — |  |  | 3,195 |  |  | — |  |  |
Net income used in diluted calculation | $ | 38,760 |  |  | $ | 19,138 |  |  | $ | 78,426 |  |  | $ | 33,277 |  |  |
Denominator: |  |  |  |  |  |  |  |  |
Number of shares used in basic calculation | 91,097 |  |  | 91,318 |  |  | 91,538 |  |  | 91,049 |  |  |
Weighted-average effect of dilutive securities: |  |  |  |  |  |  |  |  |
Stock Options | 689 |  |  | 1,573 |  |  | 812 |  |  | 1,751 |  |  |
RSUs | 392 |  |  | 880 |  |  | 711 |  |  | 1,133 |  |  |
PRSUs | 36 |  |  | 61 |  |  | 57 |  |  | 72 |  |  |
Convertible Notes | 8,403 |  |  | — |  |  | 8,403 |  |  | — |  |  |
Number of shares used in diluted calculation | 100,617 |  |  | 93,832 |  |  | 101,521 |  |  | 94,005 |  |  |
Diluted net income per share attributable to common stockholders | $ | 0.39 |  |  | $ | 0.20 |  |  | $ | 0.77 |  |  | $ | 0.35 |  |  |

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Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:

| Three Months Ended |  | Six Months Ended
| June 30, |  | June 30,
(In thousands) | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
Stock Options | — |  |  | 6 |  |  | — |  |  | 7 |  |  |
RSUs | 3,957 |  |  | 3,430 |  |  | 2,982 |  |  | 1,956 |  |  |
Convertible Notes | — |  |  | 8,403 |  |  | — |  |  | 8,403 |  |  |
Total | 3,957 |  |  | 11,839 |  |  | 2,982 |  |  | 10,366 |  |  |

Note 11. Income Taxes
The computation of the provision for, or benefit from, income taxes for an interim period is determined using an estimated annual effective tax rate, adjusted for discrete items, if any. Each quarter, the Company updates the estimated annual effective tax rate and records a year-to-date adjustment to the tax provision as necessary.
For the three and six months ended June 30, 2025, the Company recorded tax expense of $5,421 and $8,597, respectively. The effective tax rate for the three and six months ended June 30, 2025 was 12.8% and 10.3%, respectively. The effective tax rate differs from the statutory rate primarily as a result of having a full valuation allowance in the U.S. and the mix of income in the foreign jurisdictions in which the Company conducts business, excess tax benefits from stock-based compensation and utilization of research and development credits.
For the three and six months ended June 30, 2024, the Company recorded a tax expense of $5,671 and $5,787, respectively. The effective tax rate for the three and six months ended June 30, 2024 was 22.9% and 14.8%, respectively. The effective tax rate differs from the statutory rate primarily as a result of having a full valuation allowance in the U.S., the mix of income in the foreign jurisdictions in which the Company conducts business, and excess tax benefits from stock-based compensation.
The Organization for Economic Co-operation and Development Pillar Two guidelines published to date include transition and safe harbor rules around the implementation of the Pillar Two global minimum tax of 15%. Based on current enacted legislation, the Company is not subject to Pillar Two tax since the Company’s revenue is currently below the threshold. The Company is monitoring developments and evaluating the impacts these new rules will have on its future income tax provision and effective income tax rate.
Given the Company's current and forecast earnings as well as anticipated realization of deferred tax assets, the Company believes that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to support the realization of deferred tax assets for which there is currently a valuation allowance. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period in which the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the impact on its condensed consolidated financial statements and disclosures.
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Note 12. Segment and Geographical Information
Segment Information
The Company’s chief operating decision maker (“CODM”) is the CEO. The CODM assesses performance on a monthly basis by reviewing consolidated results against the annual operating plan and ongoing forecasts. Accordingly, the Company has one operating and reporting segment.
The measure of segment profitability used by the CODM is net income, as reported in the condensed consolidated statements of operations. The significant segment expenses reviewed by the CODM on a consolidated basis include cost of revenue, research and development, sales and marketing, and general and administrative as reported in the condensed consolidated statements of operations on a consolidated basis. Other segment expense categories include other income, net and income tax expense as reported in the condensed consolidated statements of operations. Refer to Note 3. Revenue, for revenue by geography.
The measure of segment assets is total assets, which is reported in the condensed consolidated balance sheets. Refer to condensed consolidated statements of cash flows and within Note 5. Balance Sheet Details, for details of capital expenditures and depreciation and amortization, respectively.
Long-lived assets include property and equipment, net and operating lease right-of-use assets, net. The geographic locations of the Company’s long-lived assets, net, based on physical location of the assets, are as follows:

| June 30, 2025 |  | December 31, 2024
United States | $ | 498,444 |  |  | $ | 381,708 |
Netherlands | 76,240 |  |  | 76,707 |
Germany | 45,797 |  |  | 44,489 |
Canada | 35,690 |  |  | 32,688 |
Other | 78,483 |  |  | 84,829 |
Total | $ | 734,654 |  |  | $ | 620,421 |

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be considered together with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024. This discussion, particularly information with respect to our outlook, key trends and uncertainties, our plans and strategy for our business, and our performance and future success, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. Actual results could differ materially from those discussed below.
Overview
DigitalOcean is a leading cloud computing platform, offering simple, scalable and approachable on-demand cloud and AI services for digital native enterprises around the world. Our platform simplifies cloud computing, enabling our customers to rapidly accelerate innovation and productivity. Our customers include digital native enterprises across numerous industry verticals ranging from gaming to fintech to cybersecurity, among many others, and leverage our platform for a wide variety of use cases, such as building and hosting websites, developing new web and mobile applications, integrating AI into their businesses, and building AI products and applications, among many others. We believe that being simple, scalable and approachable are our key differentiators, driving a broad range of customers around the world whose needs are not being fully met by larger cloud providers to build and grow their businesses on our platform.
We offer a comprehensive set of cloud platform capabilities which spans across Infrastructure-as-a-Service (“IaaS”), including Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (“PaaS”) and Software-as-a-Service (“SaaS”), including Managed Hosting, Managed Database, Managed Kubernetes and Marketplace offerings. We also offer a comprehensive artificial intelligence and machine learning (“AI/ML”) platform - DigitalOcean Gradient™ AI Agentic Cloud which includes Gradient AI Infrastructure with offerings such as GPU Droplets and Bare
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Metal GPUs; the Gradient AI Platform which offers various building block services including Large Language Models (“LLMs”); and Gradient AI Agents. We continue to invest in our platform to further penetrate the growing markets in which we operate.
We generate revenue primarily from the usage of our cloud computing platform by our customers. We recognize revenue largely based on the customer utilization of our offerings. While our pricing is primarily consumption-based and the majority of our customers use our platform on a month-to-month basis, a growing number of customers are using our platform for larger workloads and some of these customers are opting to enter into committed contracts, committing to a minimum spend on our platform.
We serve a large number of customers that range in size from growing or scaled businesses that generate millions of dollars in revenue and serve millions of their own customers to individual developers testing or learning new technology for their own development. Thousands of new users come to DigitalOcean every month with some users intending only to utilize our platform for a discrete task, and other users are part of new or existing businesses that intend to operate their production and test workloads on our platform to support their business. Given the wide range of users and their associated spend, we classify customers based on their spend in a given month, which we have found to be a good proxy that distinguishes between casual users and substantial enterprise customers.
We refer to our Builders, Scalers and Scalers+ customers collectively as our Higher Spend Customers (as further described in "Higher Spend Customers" below). Growing our Higher Spend Customers is a critical focus for us, and we have successfully increased the number of these customers and their percentage of our total revenue. Revenue from our Higher Spend Customers as a percentage of total revenue was 89% in the three months ended June 30, 2025, up from approximately 87% in the three months ended June 30, 2024. We had approximately 174,000 Higher Spend Customers using our platform to build, deploy and scale applications as of June 30, 2025, up from approximately 160,000 as of June 30, 2024.
Our average revenue per customer (ARPU, as further described in “ARPU” below), has increased from $99.45 in the three months ended June 30, 2024 to $111.70 in the three months ended June 30, 2025. We had no material customer concentration as our top 25 customers made up approximately 9% and 8% of our revenue in the three months ended June 30, 2025 and 2024, respectively.
Our annual run-rate (ARR, as further described in “ARR” below), as of June 30, 2025 was $875 million, up from $770 million as of June 30, 2024.
We have a highly efficient self-service customer acquisition model, which we complement with a sales force focused on inside sales, targeted outside sales and partnership opportunities to drive revenue growth. The efficiency of our go-to-market model and our focus on the needs of digital native enterprises have enabled us to drive organic growth and establish a truly global customer base across a broad range of industries. We focus on customer acquisition, our self-service acquisition funnel, customer support and success, community education, inside sales, targeted outside sales, and partnership and channel development. For each of the three months ended June 30, 2025 and 2024 our sales and marketing expense was approximately 9% of our revenue.
Our customers are spread across approximately 190 countries and around two-thirds of our revenue has historically come from customers located outside the United States. For the three months ended June 30, 2025, 37% of our revenue was generated from North America, 27% from Europe, 23% from Asia and 13% from the rest of the world.
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Key Factors Affecting Our Performance
Increasing Usage by Our Existing Customers
Our existing customer base represents a significant opportunity for further sales expansion through increased usage of our platform and adoption of additional product offerings. We are highly focused on gaining a better understanding of the needs and growth plans of our existing customers, increasing our feature velocity and shaping our product roadmap around the needs of Higher Spend Customers, and introducing an account management function to provide more direct coverage of our top spending accounts. This deeper relationship with our customers will help us identify opportunities to educate our customer base on ways to utilize the platform more effectively for their individual use cases, as well as provide a feedback loop to inform our product roadmap, in order to build trust with customers and encourage them to run more of their critical cloud workloads on our platform. We closely monitor our net dollar retention (“NDR”), which reflects our ability to retain and grow revenue from our existing customers. NDR increased from 97% during the three months ended June 30, 2024 to 99% during the three months ended June 30, 2025 driven by improved net expansion. We expect to increase our revenue in the future from existing customers through the introduction of new products and features tailored to our Higher Spend Customers through expanded customer outreach, and targeted services to support our customers in migrating additional workloads from other cloud providers to DigitalOcean.
Growing Our Base of Higher Spend Customers
We believe there is a substantial opportunity to further expand our customer base. We are investing in strategies that we believe will drive adoption by new Higher Spend Customers, including new marketing initiatives that further optimize our self-service revenue funnel to identify potential Higher Spend Customers, enhanced research and development to build our product roadmap around the needs of Higher Spend Customers, the creation of a new migration services team to support migration to our platform from other cloud providers, and a dedicated AI sales team with deep AI expertise to help prospective customers understand our offerings and the process to onboard onto our platform.
Investing in Our Platform and Product Offerings
We have a history of, and will continue to invest significantly in, delivering innovative products, features and functionality for our Higher Spend Customers. Our product strategy is anchored in addressing the needs of our Higher Spend Customers and other digital native enterprises and on continuously innovating to meet those needs in a simple, scalable and approachable way. We have accelerated the pace of product innovation and made disciplined investments to expand our offerings for our IaaS and PaaS offerings, as well as our newer AI/ML offerings.
The market opportunity for our services continues to expand and we expect to make additional investments to offer an enhanced and tailored suite of IaaS, PaaS/SaaS and AI/ML offerings that address the changing needs of our customers.
Driving Increased Adoption Through Our Community Ecosystem
We attract a large number of developers to our website and platform and we are committed to supporting and expanding this community of innovators and technologists by continuing to produce high-quality educational content and hosting developer-focused programs and events around the world. Supporting and educating the developer community is not only one of our values, but it also fosters brand loyalty, expands our customer base and drives increased adoption of our products.
Augmenting our Platform though Strategic Partnerships and Acquisitions
In addition to organic growth, we believe that strategic partnerships and acquisitions will allow us to accelerate our key platform, product and marketing initiatives. In recent years, we completed acquisitions of Paperspace, which launched our AI/ML offerings, and Cloudways, which added our Managed Hosting offering to our platform. In addition, we have entered into partnerships to augment our product offerings. For example, in 2024, we announced a partnership with Hugging Face, which allows customers to quickly and easily deploy the most popular third-party models on GPU Droplets and significantly simplifies the model deployment process for our customers. We intend to actively pursue both strategic partnerships and acquisitions that we believe will be complementary to our business, accelerate customer acquisition, increase usage of our platform and/or expand our product offerings in our core markets.
Macroeconomic Conditions
Unfavorable conditions in the economy both in the United States and abroad, including conditions resulting from trade tension and/or the imposition of trade restrictions (including recent U.S. tariffs imposed and/or threatened to be imposed and any retaliatory actions taken by other countries), changes in gross domestic product growth, supply chain
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disruptions, inflationary pressures, high interest rates, financial and credit market fluctuations, volatility in the capital markets, liquidity concerns at, and failures of, banks and other financial institutions, geopolitical tensions, political turmoil, political instability and transitions of power in regions where we operate, natural catastrophes, outbreaks of contagious diseases, warfare and terrorist attacks on the United States, Europe or elsewhere, including military actions affecting Russia, Ukraine, the Middle East or elsewhere, could cause a decrease in business investments in information technology and negatively affect the growth of our business and our results of operations.
We will continue to monitor the direct and indirect impacts of these or similar circumstances on our business and our results of operations. The implications of macroeconomic conditions on our business, results of operations, and overall financial position remain uncertain.
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. We are not aware of any uniform standards for calculating these key metrics, and other companies may not calculate similarly titled metrics in a consistent manner, which may hinder comparability.

| Three Months Ended June 30,
| 2025 |  | 2024 |  |
Builders(1) | 154,186 |  | 142,546 |  |
Scalers(1) | 19,680 |  | 16,990 |  |
Scalers+(1) | 585 |  | 474 |  |
ARPU | $ | 111.70 |  | $ | 99.45 |  |
ARR (in millions)(2) | $ | 875 |  | $ | 770 |  |
Net dollar retention rate | 99% |  | 97 | % |  |

______________
(1)Customer count. Beginning in the fourth quarter of 2024, we changed our methodology for calculating customer count and our customer categories. Prior periods have been recast to reflect the effects of the changes.
(2)Beginning in the fourth quarter of 2024, we changed our methodology for calculating ARR. Prior periods have been recast to reflect the effects of the change.
Higher Spend Customers
We refer to our Builders, Scalers and Scalers+ customers collectively as our Higher Spend Customers. We believe the total number of our Higher Spend Customers is an important indicator of the growth of our business and future revenue opportunity, and the trends relating to our Builders, Scalers and Scalers+ is of particular importance to us as these customers comprise a significant majority of our revenue and revenue growth, and are representative of growing digital native enterprises that scale on our platform and use multiple products. We calculate customer count as the average number of customers as of the last day of the month for each month in the most recent quarter.
Customers are classified in the following categories based on the amount of their spend in a given month and individual customers may fall within different categories within a reporting period:
•Builders: users that spend more than $50 and less than or equal to $500 in a month.
•Scalers: users that spend more than $500 and less than or equal to $8,333 in a month.
•Scalers+: users that spend more than $8,333 in a month.
Users that spend less than or equal to $50 in a given month and have been on our platform for three months or less are considered “Testers.” Users that spend less than or equal to $50 in a given month and have been on our platform for more than three months are considered “Learners.” We have not disclosed the number of Testers and Learners on our platform in our regular disclosures since the second quarter of 2022 and fourth quarter of 2024, respectively, since we do not consider these customers to comprise a meaningful part of our customer base or be a good predictor of future growth.
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ARPU
We believe that our average revenue per customer, which we refer to as ARPU, is a strong indication of our ability to acquire new customers with higher spending levels and expand usage of our platform by our existing customers. We calculate ARPU on a monthly basis as our total revenue from Learners, Builders, Scalers and Scalers+ in that period divided by the total number of Learners, Builders, Scalers and Scalers+ customers determined as of the last day of that month. For a quarterly or annual period, ARPU is determined as the weighted-average monthly ARPU over such three or 12-month period.
ARR
Given the recurring nature of our business, we view annual run-rate revenue as an important indicator of our current progress towards meeting our revenue targets and projected growth rate going forward. We calculate ARR by multiplying the revenue for the most recent quarter by four. For our ARR calculations, we include the total revenue from all customers, including Testers, Learners, Builders, Scalers, and Scalers+.
Net Dollar Retention Rate
Our ability to maintain long-term revenue growth and achieve profitability is dependent on our ability to retain and grow revenue from our existing customers. We have a history of retaining customers for multiple years and in many cases increasing their spend with us over time. To help us measure our performance in this area, we monitor our net dollar retention rate. We calculate net dollar retention rate monthly by starting with the revenue from all customers, including Testers, Learners, Builders, Scalers and Scalers+ for our IaaS and PaaS/SaaS offerings during the corresponding month 12 months prior, or the Prior 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 some of our customers 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 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.
Components of Results of Operations
Revenue
We offer a comprehensive set of cloud platform capabilities which spans across IaaS, including Droplet virtual machines, storage and networking offerings; PaaS and SaaS, including Managed Hosting, Managed Database, Managed Kubernetes and Marketplace offerings. We also offer a comprehensive AI/ML platform - DigitalOcean Gradient™ AI Agentic Cloud which includes Gradient AI Infrastructure with offerings such as GPU Droplets and Bare Metal GPUs; the Gradient AI Platform which offers various building block services including LLMs; and Gradient AI Agents. We continue to invest in our platform to further penetrate the growing markets in which we operate.
We may offer sales incentives in the form of promotional and referral credits and grant credits to encourage customers to use our services. These types of promotional and referral credits typically expire in two months or less if not used. For credits earned with a purchase, they are recorded as contract liabilities when earned and recognized at the earlier of redemption or expiration. The majority of credits are redeemed in the month they are earned.
Cost of Revenue
Cost of revenue consists primarily of fees related to operating our data center facilities, personnel costs of our employees providing customer support or operating our facilities, and partnership expenses. Cost of revenue includes depreciation of our data center equipment and amortization of acquired technology and capitalized internal-use software development costs. Data center facility fees include data center rental fees, power costs, maintenance fees, network, bandwidth and ancillary equipment. Personnel costs include salaries, bonuses, benefits, and stock-based compensation.
We intend to continue to invest additional resources in our infrastructure to support our product portfolio and the scalability of our customer base. The level, timing and relative investment in our infrastructure could affect our cost of revenue in the future.
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Operating Expenses
Research and Development Expenses
Research and development expenses consist primarily of personnel costs including salaries, bonuses, benefits and stock-based compensation. Research and development expenses also include amortization of capitalized internal-use software development costs for research and development activities, which are amortized over three years, professional services, software, as well as costs related to our efforts to add new features to our existing offerings, develop new offerings, and ensure the security, performance, and reliability of our global cloud platform. We expect research and development expenses to increase in absolute dollars as we continue to invest in our platform and product offerings.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of personnel costs of our sales and marketing and customer success employees, including salaries, bonuses, benefits, commissions and stock-based compensation. Sales and marketing expenses also include costs for marketing programs, advertising, amortization of acquired customer relationships and professional services. We expect sales and marketing expenses to increase in absolute dollars as we enhance our product offerings and implement new marketing and sales strategies.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel costs of our human resources, legal, finance and other administrative functions, including salaries, bonuses, benefits, and stock-based compensation. General and administrative expenses also include payment processing fees, provision for expected credit losses, professional services, software, business insurance, depreciation and amortization expenses, rent and facilities costs, acquisition-related compensation, and other administrative costs. General and administrative expenses may increase in absolute dollars as we continue to grow our business.
Other Income, net
Other income, net consists primarily of interest income on our money market funds, amortization of deferred financing fees on our Convertible Notes, and gains or losses on foreign currency exchange.
Income Tax Expense
Income tax expense is attributable to the mix of income in the jurisdictions in which we conduct business. We maintain a full valuation allowance on our U.S. federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred assets will not be realized. We regularly assess all available evidence, including cumulative historic losses and forecasted earnings. Given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that sufficient positive evidence may become available in a future period to reach a conclusion that the U.S. valuation allowance will no longer be needed. Release of all, or a portion of, the valuation allowance would result in the recognition of U.S. federal and state deferred tax assets and a corresponding decrease to income tax expense in the period the release is recorded.
Prior Period Reclassification
As indicated in Note 2. in our condensed consolidated financial statements, beginning in the fourth quarter of 2024, we reclassified personnel costs including salaries, bonuses, benefits, and stock-based compensation related to our customer support employees, and certain other costs from sales and marketing and research and development to cost of revenue in order to better reflect the cost of supporting our growing customer base, and to improve comparability with peers.
As a result, the condensed consolidated statements of operations for the three and six months ended June 30, 2024 have been recast to reflect the effects of the changes in cost of revenue, gross profit, sales and marketing, research and development and total operating expenses. There was no change in income from operations, net income attributable to common stockholders or net income per share attributable to common stockholders for the three and six months ended June 30, 2024 as a result of these reclassifications. The condensed consolidated balance sheets, condensed consolidated statements of comprehensive income, condensed consolidated statements of stockholders’ deficit, and the condensed consolidated statements of cash flows were not affected by changes in the presentation of these costs.
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Results of Operations
The following table sets forth our results of operations for the periods presented:

| Three Months Ended |  | Six Months Ended
| June 30, |  | June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Revenue | $ | 218,700 |  |  | $ | 192,476 |  |  | $ | 429,403 |  |  | $ | 377,206 |
Cost of revenue(1)(2) | 87,755 |  |  | 78,328 |  |  | 169,014 |  |  | 153,910 |
Gross profit | 130,945 |  |  | 114,148 |  |  | 260,389 |  |  | 223,296 |
Operating expenses: |  |  |  |  |  |  |
Research and development(1)(2) | 39,644 |  |  | 32,984 |  |  | 79,238 |  |  | 65,911 |
Sales and marketing(1)(2) | 19,288 |  |  | 17,997 |  |  | 38,689 |  |  | 36,907 |
General and administrative(2) | 36,394 |  |  | 40,839 |  |  | 69,201 |  |  | 86,612 |
Total operating expenses | 95,326 |  |  | 91,820 |  |  | 187,128 |  |  | 189,430 |
Income from operations | 35,619 |  |  | 22,328 |  |  | 73,261 |  |  | 33,866 |
Other income, net | 6,829 |  |  | 2,481 |  |  | 10,567 |  |  | 5,198 |
Income before income taxes | 42,448 |  |  | 24,809 |  |  | 83,828 |  |  | 39,064 |
Income tax expense | (5,421) |  |  | (5,671) |  |  | (8,597) |  |  | (5,787) |
Net income attributable to common stockholders | $ | 37,027 |  |  | $ | 19,138 |  |  | $ | 75,231 |  |  | $ | 33,277 |

___________________
(1) Amounts have been recast to reflect the effects of the changes in cost of revenue, research and development and sales and marketing for the three and six months ended June 30, 2024. Refer to Note 2. Summary of Significant Accounting Policies, Prior Period Reclassification, in our condensed consolidated financial statements for further details.
(2) Includes stock-based compensation as follows:

| Three Months Ended |  | Six Months Ended
| June 30, |  | June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Cost of revenue(1) | $ | 1,422 |  |  | $ | 1,611 |  |  | $ | 2,817 |  |  | $ | 2,987 |
Research and development(1) | 9,456 |  |  | 8,480 |  |  | 17,725 |  |  | 17,468 |
Sales and marketing(1) | 3,089 |  |  | 2,610 |  |  | 5,635 |  |  | 5,935 |
General and administrative | 7,114 |  |  | 9,132 |  |  | 14,336 |  |  | 18,320 |
Total stock-based compensation | $ | 21,081 |  |  | $ | 21,833 |  |  | $ | 40,513 |  |  | $ | 44,710 |

___________________
(1) Amounts have been recast to reflect the effects of the changes in cost of revenue, research and development and sales and marketing for the three and six months ended June 30, 2024. Refer to Note 2. Summary of Significant Accounting Policies, Prior Period Reclassification, in our condensed consolidated financial statements for further details.
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The following table sets forth our results of operations as a percentage of revenue for the periods presented:

| Three Months Ended |  | Six Months Ended
| June 30, |  | June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Revenue | 100 | % |  | 100 | % |  | 100 | % |  | 100 | %
Cost of revenue(1) | 40 |  |  | 41 |  |  | 39 |  |  | 41 |
Gross profit | 60 |  |  | 59 |  |  | 61 |  |  | 59 |
Operating expenses: |  |  |  |  |  |  |
Research and development(1) | 18 |  |  | 17 |  |  | 18 |  |  | 17 |
Sales and marketing(1) | 9 |  |  | 9 |  |  | 9 |  |  | 10 |
General and administrative | 17 |  |  | 21 |  |  | 16 |  |  | 23 |
Total operating expenses(2) | 44 |  |  | 48 |  |  | 44 |  |  | 50 |
Income from operations(2) | 16 |  |  | 12 |  |  | 17 |  |  | 9 |
Other income, net | 3 |  |  | 1 |  |  | 2 |  |  | 1 |
Income before income taxes(2) | 19 |  |  | 13 |  |  | 20 |  |  | 10 |
Income tax expense | (2) |  |  | (3) |  |  | (2) |  |  | (2) |
Net income attributable to common stockholders(2) | 17 | % |  | 10 | % |  | 18 | % |  | 9 | %

___________________
(1)Amounts have been recast to reflect the effects of the changes in cost of revenue, research and development and sales and marketing for the three and six months ended June 30, 2024. Refer to Note 2. Summary of Significant Accounting Policies, Prior Period Reclassification, in our condensed consolidated financial statements for further details.
(2)May not foot due to rounding.
Comparison of the Three Months Ended June 30, 2025 and 2024
Revenue

| Three Months Ended June 30, |  |  |  |
| 2025 |  | 2024 |  | $ Change |  | % Change
| (in thousands) |  |
Revenue | $ | 218,700 |  |  | $ | 192,476 |  |  | $ | 26,224 |  |  | 14 | %

Revenue increased $26.2 million, or 14%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily driven by a 12% increase in ARPU to $111.70 from $99.45, and a 16% increase in revenue from our Higher Spend Customers. The increase in ARPU was primarily driven by continued adoption of our products by our existing customers leading to higher average usage on our platform.
Cost of Revenue

| Three Months Ended June 30, |  |  |  |
| 2025 |  | 2024 |  | $ Change |  | % Change
| (in thousands) |  |
Cost of revenue | $ | 87,755 |  |  | $ | 78,328 |  |  | $ | 9,427 |  |  | 12 | %

Cost of revenue increased $9.4 million, or 12%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change is primarily due to increases of $8.6 million in co-location costs as a result of our data center expansion and $1.1 million in costs related to our revenue share programs, partially offset by a net decrease of $0.4 million in other costs. Gross profit increased to 60% for the three months ended June 30, 2025 from 59% for the three months ended June 30, 2024 primarily due to higher revenue, offset by an increase in co-location costs driven by our data center expansion.
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Operating Expenses

| Three Months Ended June 30, |  |  |  |
| 2025 |  | 2024 |  | $ Change |  | % Change
| (in thousands) |  |
Research and development | $ | 39,644 |  |  | $ | 32,984 |  |  | $ | 6,660 |  |  | 20 | %
Sales and marketing | 19,288 |  |  | 17,997 |  |  | 1,291 |  |  | 7 | %
General and administrative | 36,394 |  |  | 40,839 |  |  | (4,445) |  |  | (11 | %)
Total operating expenses | $ | 95,326 |  |  | $ | 91,820 |  |  | $ | 3,506 |  |  | 4 | %

Research and development expenses increased $6.7 million, or 20%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change is primarily due to an increase of $5.0 million in personnel costs mainly driven by increased headcount, as well as annual merit-based salary increases and lower capitalized internal-use software development costs of $1.7 million.
Sales and marketing expenses increased $1.3 million, or 7%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change is primarily due to an increase of $0.9 million in personnel costs mainly driven by increased headcount, and a net increase of $0.4 million in other costs.
General and administrative expenses decreased $4.4 million, or 11%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change is primarily due to decreases of $9.1 million in personnel and recruiting costs, primarily due to costs incurred in the second quarter of 2024 related to acquisition-related deferred compensation and reorganization, including the reversal of stock-based compensation from forfeited RSUs and other related costs, partially offset by increases of $1.7 million in professional services costs, $1.3 million in digital services tax expenses, $1.0 million in payment processing fees and provision for expected credit losses due to higher revenue, and $0.7 million in other costs.
Other Income, net

| Three Months Ended June 30, |  |  |  |
| 2025 |  | 2024 |  | $ Change |  | % Change
| (in thousands) |  |
Other income, net | $ | 6,829 |  |  | $ | 2,481 |  |  | $ | 4,348 |  |  | 175 | %

Other income, net increased $4.3 million, or 175%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to an increase of $6.0 million in unrealized gains from foreign currency fluctuations from our operations, partially offset by a decrease of $1.9 million due to reduced interest income from our investments.
Income Tax Expense

| Three Months Ended June 30, |  |  |  |
| 2025 |  | 2024 |  | $ Change |  | % Change
| (in thousands) |  |
Income tax expense | $ | (5,421) |  |  | $ | (5,671) |  |  | $ | 250 |  |  | (4 | %)

Income tax expense decreased $0.3 million, or 4%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily as a result lower net operating loss (“NOL”) utilization in 2025 compared to 2024.
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Comparison of the Six Months Ended June 30, 2025 and 2024
Revenue

| Six Months Ended June 30, |  |  |  |
| 2025 |  | 2024 |  | $ Change |  | % Change
| (in thousands) |  |
Revenue | $ | 429,403 |  |  | $ | 377,206 |  |  | $ | 52,197 |  |  | 14 | %

Revenue increased $52.2 million, or 14%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in revenue was primarily driven by a 13% increase in ARPU to $110.14 from $97.28; and a 16% increase in revenue from Higher Spend Customers. The increase in ARPU was primarily driven by continued adoption of our products by our existing customers leading to higher average usage of our platform.
Cost of Revenue

| Six Months Ended June 30, |  |  |  |
| 2025 |  | 2024 |  | $ Change |  | % Change
| (in thousands) |  |
Cost of revenue | $ | 169,014 |  |  | $ | 153,910 |  |  | $ | 15,104 |  |  | 10 | %

Cost of revenue increased $15.1 million, or 10%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change is primarily due to increases of $14.3 million in co-location costs as a result of our data center expansion, $2.1 million in costs related to our revenue share programs, and $1.8 million in third-party license fees, partially offset by a decrease of $2.9 million in depreciation and amortization as lower depreciation expense resulting from our change in useful life of servers and related equipment from five years to six years effective October 1, 2024 partially offset by depreciation associated with equipment placed in service in the past year. Gross profit increased to 61% for the six months ended June 30, 2025 from 59% for the six months ended June 30, 2024, primarily due to an increase in revenue, offset by co-location costs and a net decrease in depreciation and amortization, resulting from the change in useful life of servers and related equipment, somewhat offset by our continued investment in AI/ML offerings and our data center expansion.
Operating Expenses

| Six Months Ended June 30, |  |  |  |
| 2025 |  | 2024 |  | $ Change |  | % Change
| (in thousands) |  |
Research and development | $ | 79,238 |  |  | $ | 65,911 |  |  | $ | 13,327 |  |  | 20 | %
Sales and marketing | 38,689 |  |  | 36,907 |  |  | 1,782 |  |  | 5 | %
General and administrative | 69,201 |  |  | 86,612 |  |  | (17,411) |  |  | (20 | %)
Total operating expenses | $ | 187,128 |  |  | $ | 189,430 |  |  | $ | (2,302) |  |  | (1 | %)

Research and development expenses increased $13.3 million, or 20%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change is primarily due to increases of $8.2 million in personnel costs mainly driven by increased headcount as well as annual merit-based salary increases, $1.8 million in professional services costs, lower capitalized internal-use software development costs of $1.6 million, and increases of $1.0 million in software costs and $0.7 million in other costs.
Sales and marketing expenses increased $1.8 million, or 5%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change is primarily due to an increase of $1.0 million in personnel costs mainly driven by increased headcount, and a net increase of $0.8 million in other costs.
General and administrative expenses decreased $17.4 million, or 20%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change is primarily due to a decrease of $19.4 million in personnel costs, primarily due to costs incurred in the first half of 2024 related to acquisition-related deferred compensation and executive reorganization, including the reversal of stock-based compensation from forfeited RSUs and other related costs, partially offset by increases of $1.6 million in payment processing costs and provision for expected credit losses due to higher revenue, and a net increase of $0.4 million in other costs.
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Other Income, net

| Six Months Ended June 30, |  |  |  |
| 2025 |  | 2024 |  | $ Change |  | % Change
| (in thousands) |  |
Other income, net | $ | 10,567 |  |  | $ | 5,198 |  |  | $ | 5,369 |  |  | 103 | %

Other income, net increased $5.4 million, or 103%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to an increase of $8.7 million in unrealized gains from foreign currency fluctuations from our operations, partially offset by a decrease of $3.5 million due to lower interest income from our investments.
Income Tax Expense

| Six Months Ended June 30, |  |  |  |
| 2025 |  | 2024 |  | $ Change |  | % Change
| (in thousands) |  |
Income expense | $ | (8,597) |  |  | $ | (5,787) |  |  | $ | (2,810) |  |  | 49 | %

Income tax expense increased $2.8 million, or 49%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily as a result of higher pretax income and lower NOL utilization taken in 2025.
Liquidity and Capital Resources
We have funded our operations since inception primarily with cash flow generated by operations, private offerings of our equity and debt securities, borrowings under our 2022 Credit Facility and capital expenditure financings. Cash provided from these sources is used primarily for operating expenses, such as personnel and co-location costs, and capital expenditures, including our investments in AI/ML and other core product offerings. From time to time, we may also use excess cash and/or debt for share repurchases and investments in marketable securities and cash equivalents.
We believe our existing cash and cash equivalents, cash flow from operations and availability under our 2025 Credit Facility will be sufficient to support working capital and capital expenditure requirements and our outstanding contractual commitments for at least the next 12 months and in the long term. See Note 6. Debt in our condensed consolidated financial statements for a discussion of our new 2025 Credit Facility that we entered into on May 5, 2025, as well as the concurrent termination of our existing 2022 Credit Facility.
We have historically repurchased our common stock pursuant to repurchase programs approved by our Board of Directors. In February 2024, our Board of Directors approved an additional repurchase program of up to an aggregate of $140 million of our common stock through fiscal year 2025. For the six months ended June 30, 2025, we repurchased and retired 2,255,544 shares of common stock for an aggregate purchase price of $79 million.
As of June 30, 2025, we had $3.2 million of estimated undiscounted fixed payment obligations for leases of co-location space at data center facilities that have not yet commenced and were not included on the condensed consolidated balance sheets. These leases are expected to commence between July 2025 and September 2025, and have a weighted-average lease term of 3.6 years.
As of June 30, 2025, we had $387.7 million in cash and cash equivalents. Our cash and cash equivalents primarily consist of cash and money market funds.
From time to time, we may seek to retire or purchase our outstanding equity or debt, including the repurchase of our common stock or the Convertible Notes, through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such transactions, individually or in the aggregate, may be material. Further, any such purchases or exchanges may result in us acquiring and retiring a substantial amount of such indebtedness, which could impact the trading liquidity of such indebtedness. We plan to use a portion of the proceeds from our currently undrawn 2025 Credit Facility to repurchase, repay, acquire or otherwise settle a portion of our Convertible Notes.
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The following table summarizes our cash flows for the periods presented:

| Six Months Ended June 30,
(In thousands) | 2025 |  | 2024 |  |
Net cash provided by operating activities | $ | 156,537 |  |  | $ | 138,033 |  |  |
Net cash (used in) provided by investing activities | (100,407) |  |  | 12,095 |  |  |
Net cash used in financing activities | (96,876) |  |  | (24,193) |  |  |
(Decrease) increase in cash, cash equivalents and restricted cash | (40,701) |  |  | 125,874 |  |  |

Operating Activities
Our largest source of operating cash is cash collections from sales to our customers. Our primary uses of cash from operating activities are for personnel costs, co-location costs, payment processing fees, bandwidth and connectivity, server maintenance, software licensing fees, and taxes.
Net cash provided by operating activities was $156.5 million and $138.0 million for the six months ended June 30, 2025 and 2024, respectively. The change was primarily driven by an increase in cash collections from higher revenues, partially offset by higher co-location costs as a result of our data center expansion and higher personnel costs due to increased headcount, as well as annual merit-based salary increases.
Investing Activities
Net cash used in investing activities was $100.4 million for the six months ended June 30, 2025 compared to $12.1 million provided by investing activities for the six months ended June 30, 2024. The change in cash used in investing activities was primarily driven by a $91.7 million reallocation of our marketable securities portfolio to cash equivalents, and increases of $19.0 million in cash payments for capital expenditures and $1.8 million in purchases of intangible assets.
Financing Activities
Net cash used in financing activities of $96.9 million and $24.2 million for the six months ended June 30, 2025 and 2024, respectively. The change was primarily due to an increase of $61.0 million in repurchases and retirement of our common stock, an increase $2.8 million in employee payroll taxes paid related to net settlement of equity awards and a decrease of $4.7 million in proceeds related to the issuance of common stock under our 2021 Plan.
Contractual Obligations and Commitments
There have been no material changes to our contractual obligations and commitments as compared to those disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 other than that disclosed under Note 6. Debt, in our condensed consolidated financial statements.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
There have been no material changes to our critical accounting policies as compared to those disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Recently Issued Accounting Pronouncements
For information on recently issued accounting pronouncements see Note 2. Summary of Significant Accounting Policies, in our notes to condensed consolidated financial statements included in Part I, Item 1. “Financial Statements and Supplementary Data” included in this Form 10-Q.
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 and (ii) non-GAAP net income and non-
31

GAAP diluted net income per share. 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. 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 below.
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 (benefit), restructuring and other charges, restructuring related charges, impairment of certain long-lived assets, interest income and other income, net, revaluation of warrants, loss on extinguishment of debt, release of a VAT reserve, and other charges. 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.
32

The following table presents a reconciliation of net income attributable to common stockholders, the most directly comparable financial measure stated in accordance with GAAP, to adjusted EBITDA for each of the periods presented:

| Three Months Ended |  | Six Months Ended |  |
| June 30, |  | June 30, |  |
(In thousands) | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
GAAP Net income attributable to common stockholders | $ | 37,027 |  |  | $ | 19,138 |  |  | $ | 75,231 |  |  | $ | 33,277 |  |  |
Adjustments: |  |  |  |  |  |  |  |  |
Depreciation and amortization | 32,765 |  |  | 33,129 |  |  | 61,975 |  |  | 65,016 |  |  |
Stock-based compensation(1) | 21,081 |  |  | 21,833 |  |  | 40,513 |  |  | 44,563 |  |  |
Interest expense | 2,239 |  |  | 2,321 |  |  | 4,447 |  |  | 4,625 |  |  |
Acquisition related compensation | — |  |  | 3,716 |  |  | — |  |  | 8,246 |  |  |
Acquisition and integration related costs | — |  |  | (19) |  |  | — |  |  | — |  |  |
Income tax expense | 5,421 |  |  | 5,671 |  |  | 8,597 |  |  | 5,787 |  |  |
Loss on extinguishment of debt | 269 |  |  | — |  |  | 269 |  |  | — |  |  |
Restructuring related charges(1)(2) | — |  |  | 243 |  |  | — |  |  | 3,863 |  |  |
Impairment of certain long-lived assets | — |  |  | 356 |  |  | — |  |  | 356 |  |  |
Interest income and other income, net(3) | (9,337) |  |  | (4,802) |  |  | (15,283) |  |  | (9,823) |  |  |
Adjusted EBITDA | $ | 89,465 |  |  | $ | 81,586 |  |  | $ | 175,749 |  |  | $ | 155,910 |  |  |
As a percentage of revenue: |  |  |  |  |  |  |  |  |
Net income margin | 17 | % |  | 10 | % |  | 18 | % |  | 9 | % |  |
Adjusted EBITDA margin | 41 | % |  | 42 | % |  | 41 | % |  | 41 | % |  |

___________________
(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.
(2)For the three and six months ended June 30, 2024, primarily consists of executive reorganization charges.
(3)For the three and six months ended June 30, 2025, primarily consists of interest income from our cash and cash equivalents. For the three and six months ended June 30, 2024, primarily consists of interest and accretion income from our cash and cash equivalents and marketable securities.
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 certain long-lived assets, loss on extinguishment of debt, revaluation of warrants, release of a VAT reserve, and other charges. We define non-GAAP diluted net income per share as non-GAAP net income 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.
The following table presents a reconciliation of net income attributable to common stockholders, the most directly comparable financial measure stated in accordance with GAAP, to non-GAAP net income for each of the periods presented:
33

| Three Months Ended |  | Six Months Ended |  |
| June 30, |  | June 30, |  |
(In thousands, except per share amounts) | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
GAAP Net income attributable to common stockholders | $ | 37,027 |  |  | $ | 19,138 |  |  | $ | 75,231 |  |  | $ | 33,277 |  |  |
Stock-based compensation(1) | 21,081 |  |  | 21,833 |  |  | 40,513 |  |  | 44,563 |  |  |
Acquisition related compensation | — |  |  | 3,716 |  |  | — |  |  | 8,246 |  |  |
Amortization of acquired intangible assets | 5,031 |  |  | 5,735 |  |  | 10,228 |  |  | 11,470 |  |  |
Acquisition and integration related costs | — |  |  | (19) |  |  | — |  |  | — |  |  |
Loss on extinguishment of debt | 269 |  |  | — |  |  | 269 |  |  | — |  |  |
Restructuring related charges(1)(2) | — |  |  | 243 |  |  | — |  |  | 3,863 |  |  |
Impairment of certain long-lived assets | — |  |  | 356 |  |  | — |  |  | 356 |  |  |
Non-GAAP income tax adjustment(3) | (5,593) |  |  | (3,397) |  |  | (12,977) |  |  | (11,423) |  |  |
Non-GAAP Net income | $ | 57,815 |  |  | $ | 47,605 |  |  | $ | 113,264 |  |  | $ | 90,352 |  |  |
Non-cash charges related to convertible notes(4) | $ | 1,596 |  |  | $ | 1,588 |  |  | $ | 3,191 |  |  | $ | 3,174 |  |  |
Non-GAAP Net income used to compute net income per share, diluted | $ | 59,411 |  |  | $ | 49,193 |  |  | $ | 116,455 |  |  | $ | 93,526 |  |  |
GAAP Net income per share attributable to common stockholders, diluted | $ | 0.39 |  |  | $ | 0.20 |  |  | $ | 0.77 |  |  | $ | 0.35 |  |  |
Stock-based compensation(1) | 0.21 |  |  | 0.21 |  |  | 0.40 |  |  | 0.44 |  |  |
Acquisition related compensation | — |  |  | 0.04 |  |  | — |  |  | 0.08 |  |  |
Amortization of acquired intangible assets | 0.05 |  |  | 0.06 |  |  | 0.10 |  |  | 0.11 |  |  |
Acquisition and integration related costs | — |  |  | — |  |  | — |  |  | — |  |  |
Loss on extinguishment of debt | — |  |  | — |  |  | — |  |  | — |  |  |
Restructuring related charges(1)(2) | — |  |  | — |  |  | — |  |  | 0.04 |  |  |
Impairment of certain long-lived assets | — |  |  | — |  |  | — |  |  | — |  |  |
Non-cash charges related to convertible notes(4) | 0.02 |  |  | 0.02 |  |  | 0.03 |  |  | 0.03 |  |  |
Non-GAAP income tax adjustment(3) | (0.08) |  |  | (0.03) |  |  | (0.15) |  |  | (0.11) |  |  |
Non-GAAP Net income per share, diluted(5) | $ | 0.59 |  |  | $ | 0.48 |  |  | $ | 1.15 |  |  | $ | 0.91 |  |  |
GAAP Weighted-average shares used to compute net income per share, diluted | 100,617 |  | 93,832 |  | 101,521 |  | 94,005 |  |
Weighted-average dilutive effect of potentially dilutive securities | — |  |  | 8,403 |  |  | — |  |  | 8,403 |  |
Non-GAAP Weighted-average shares used to compute net income per share, diluted | 100,617 |  | 102,235 |  | 101,521 |  | 102,408 |  |

______________
(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.
(2)For the three and six months ended June 30, 2024, primarily consists of executive reorganization charges.
(3)For the periods in fiscal year 2025 and 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 each respective year.
(4)Consists of non-cash interest expense for amortization of deferred financing fees related to the Convertible Notes.
(5)May not foot due to rounding.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risk from the information provided in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of June 30, 2025. Based on such evaluation, our CEO and CFO concluded that, as of June 30 2025, our disclosure controls and procedures were effective at the reasonable assurance level that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with management’s evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not presently a party to any litigation the outcome of which, if determined adversely to us, would in our estimation, have a material adverse effect on our business, operating results, cash flows or financial condition. Defending such proceedings can be costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
ITEM 1A. RISK FACTORS
Please refer to Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a description of certain significant risks and uncertainties to which our business, financial condition and results of operations are subject. There have been no material changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Issuer Purchases of Equity Securities
The following table provides information with respect to repurchases of shares of common stock by the Company during the three months ended June 30, 2025:

Period |  | Total Number of Shares Purchased |  | Average Price Paid per Share |  | Total Number of Shares Purchased as Part of Publicly Announced Program(1) |  | Approximate Dollar Value (in thousands) of Shares that May Yet Be Purchased Under the Program(1)
April 1-30, 2025 |  | 234,503 |  |  | $29.11 |  | 234,503 |  |  | $ | 16,744 |
May 1-31, 2025 |  | 227,620 |  |  | $29.97 |  | 227,620 |  |  | $ | 9,923 |
June 1-30, 2025 |  | 229,167 |  |  | $28.36 |  | 229,167 |  |  | $ | 3,425 |
Total |  | 691,290 |  |  | $29.14 |  | 691,290 |  |  |

___________________________
(1)On February 20, 2024, our Board of Directors approved the repurchase of up to an aggregate of $140 million of the Company’s common stock (“2024 Share Buyback Program”). Pursuant to the 2024 Share Buyback Program, repurchases of the Company’s common stock were made at prevailing market prices through open market purchases, in negotiated transactions off the market or otherwise, including through Rule 10b5-1 plans. The repurchase program is authorized through fiscal year 2025; however, the Company is not obligated to acquire any particular amount of common stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
On June 5, 2025, Bratin Saha, the Company’s Chief Product and Technology Officer, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Saha 10b5-1 Plan”). The Saha 10b5-1 Plan contemplates the sale of up to 130,557 shares of the Company’s common stock between September 3, 2025 and June 1, 2026.
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| Incorporated by Reference
Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith
10.1 | Credit Agreement, dated as of May 5, 2025, between DigitalOcean Holdings, Inc., DigitalOcean, LLC, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent. | 8-K | 001-40252 | 10.1 | 5/6/2025 |
31.1 | Certification of Padmanabhan Srinivasan, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |  |  |  | X
31.2 | Certification of W. Matthew Steinfort, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |  |  |  | X
32.1* | Certifications of Padmanabhan Srinivasan, Chief Executive Officer, and W. Matthew Steinfort, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |  |  |  | X
101.INS | Inline XBRL Instance Document |  |  |  |  | X
101.SCH | Inline XBRL Taxonomy Extensions Schema |  |  |  |  | X
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase |  |  |  |  | X
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase |  |  |  |  | X
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase |  |  |  |  | X
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase |  |  |  |  | X
104 | Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101) |  |  |  |  | X

___________________
* Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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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 thereunto duly authorized.

|  |  |  | DigitalOcean Holdings, Inc.
Date: | August 5, 2025 |  | By: |  | /s/ Padmanabhan Srinivasan
|  |  |  |  | Padmanabhan Srinivasan
|  |  |  |  | Chief Executive Officer
|  |  |  |  | (Principal Executive Officer)
Date: | August 5, 2025 |  | By: |  | /s/ W. Matthew Steinfort
|  |  |  |  | W. Matthew Steinfort
|  |  |  |  | Chief Financial Officer
|  |  |  |  | (Principal Financial Officer)

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