As filed with the Securities and Exchange Commission on February 25, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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.)
101 6th Avenue
New York, New York 10013
(646) 827-4366
(Address of principal executive offices) (Zip code)
DigitalOcean Holdings, Inc. 2021 Equity Incentive Plan
DigitalOcean Holdings, Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Padmanabhan Srinivasan
Chief Executive Officer
DigitalOcean Holdings, Inc.
101 6th Avenue
New York, New York 10013
(646) 827-4366
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Bradley P. Goldberg
Cooley LLP
55 Hudson Yards
New York, New York 10001
(212) 479-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, DigitalOcean Holdings, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 4,611,725 additional shares of its common stock under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 Plan on January 1, 2025, and (ii) 922,345 additional shares of its common stock under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 ESPP on January 1, 2025. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

These shares of common stock are additional securities of the same class as other securities for which the Registration Statements on Form S-8 were previously filed with the Commission (File Nos. 333-255413, 333-255440, 333-269958 and 333-277221) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such Prior Registration Statements are modified or supplemented, as the case may be, as set forth in this Registration Statement.


PART II
ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 25, 2025.

(b) The description of the Registrant’s common stock contained in Exhibit 4.4 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 25, 2022, including any amendment or report filed for the purpose of updating such description.

(c) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2024 (other than information deemed to have been “furnished” rather than “filed” in accordance with the Commission’s rules).

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.



ITEM 8.        EXHIBITS
Incorporated by Reference
Exhibit No.DescriptionFormFile No.ExhibitFiling Date
3.18-K001-402523.1March 31, 2021
3.210-Q001-402523.1November 2, 2023
4.1S-1333-2534834.1February 25, 2021
4.2S-1/A333-25348310.3March 15, 2021
4.3S-1/A333-25348310.3.1March 15, 2021
4.4S-1/A333-25348310.3.2March 15, 2021
4.5S-1/A333-25348310.4March 15, 2021
5.1*
23.1*
23.2*
23.3*
24.1*
107*
* Filed herewith



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 25, 2025.

DIGITALOCEAN HOLDINGS, INC.
By:/s/ Padmanabhan Srinivasan
Name:Padmanabhan Srinivasan
Title:Chief Executive Officer

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Padmanabhan Srinivasan and W. Matthew Steinfort, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Padmanabhan SrinivasanChief Executive Officer and Director
February 25, 2025
Padmanabhan Srinivasan(Principal Executive Officer)
/s/ W. Matthew SteinfortChief Financial Officer
February 25, 2025
W. Matthew Steinfort(Principal Financial Officer)
/s/ Cherie BarrettChief Accounting Officer
February 25, 2025
 Cherie Barrett(Principal Accounting Officer)
/s/ Warren AdelmanDirector
February 25, 2025
Warren Adelman
/s/ Pratima AroraDirector
February 25, 2025
Pratima Arora
/s/ Amy ButteDirector
February 25, 2025
Amy Butte
/s/ Warren JensonDirector
February 25, 2025
Warren Jenson
/s/ Pueo KefferDirector
February 25, 2025
Pueo Keffer
/s/ Christopher MerrittDirector
February 25, 2025
Christopher Merritt
/s/ Hilary SchneiderDirector
February 25, 2025
Hilary Schneider

0001582961EX-FILING FEESDigitalOcean Holdings, Inc.S-8S-8xbrli:sharesiso4217:USDxbrli:pure000158296112025-02-252025-02-25000158296122025-02-252025-02-2500015829612025-02-252025-02-25
Exhibit 107
Calculation of Filing Fee Table

Form S-8
(Form Type)

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

Table 1 — Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityCommon stock, $0.000025 par value per share, 2021 Equity Incentive Plan
Other(2)
4,611,725(4)
$45.73$210,894,184.250.0001531$32,287.90
EquityCommon stock, $0.000025 par value per share, 2021 Employee Stock Purchase Plan
Other(3)
922,345(5)
$38.88$35,860,773.600.0001531$5,490.29
Total Offering Amounts$246,754,957.85$37,778.19
Total Fees Previously Paid—
Total Fee Offsets—
Net Fee Due$37,778.19

(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of DigitalOcean Holdings, Inc. (the “Registrant”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable.
(2) Estimated in accordance with Rules 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of $45.73, the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 18, 2025.
(3) Estimated in accordance with Rules 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of $38.88, the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 18, 2025, multiplied by 85%, which is the percentage of the price per share applicable to shares issued under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”).
(4) Represents the automatic increase for 2025 equal to 5% of the total number of shares of the Registrant’s common stock outstanding on December 31 of the preceding year, which annual increase is provided by the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”).


(5) Represents the automatic increase for 2025 equal to 1% of the total number of shares of the Registrant’s common stock outstanding on December 31 of the preceding year, which annual increase is provided by the 2021 ESPP.

Exhibit 5.1
image.jpg
Bradley Goldberg
+1 212 479 6780
bgoldberg@cooley.com

February 25, 2025

DigitalOcean Holdings, Inc.
101 6th Avenue
New York, New York 10013

Ladies and Gentlemen:

We have acted as counsel to DigitalOcean Holdings, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S‑8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 5,534,070 shares (the “Shares”) of the Company’s common stock, par value $0.000025 per share (“Common Stock”), consisting of (i) 4,611,725 shares of Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (ii) 922,345 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the 2021 Plan, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.


By: /s/ Bradley Goldberg
Bradley Goldberg
Cooley LLP 55 Hudson Yards New York, NY 10001-2157
t: +1 212 479 6000 f: +1 212 479 6275 cooley.com
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of DigitalOcean Holdings, Inc. of our report dated February 25, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in DigitalOcean Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024.

/s/ PricewaterhouseCoopers LLP
Denver, Colorado
February 25, 2025



Exhibit 23.3
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the DigitalOcean Holdings, Inc. 2021 Equity Incentive Plan and the DigitalOcean Holdings, Inc. 2021 Employee Stock Purchase Plan of our report dated February 22, 2023 (except for the effects of the revision discussed in Note 2 (not presented therein) to the consolidated financial statements appearing under Item 8 of the Company’s 2022 Annual Report (Form 10-K/A) and Note 14, as to which the date is August 11, 2023), with respect to the consolidated financial statements of DigitalOcean Holdings, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
New York, New York
February 25, 2025


v3.25.0.1
Submission
Feb. 25, 2025
Submission [Line Items]  
Central Index Key 0001582961
Registrant Name DigitalOcean Holdings, Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings
Feb. 25, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common stock, $0.000025 par value per share, 2021 Equity Incentive Plan
Amount Registered | shares 4,611,725
Proposed Maximum Offering Price per Unit 45.73
Maximum Aggregate Offering Price $ 210,894,184.25
Fee Rate 0.01531%
Amount of Registration Fee $ 32,287.9
Offering Note
(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of DigitalOcean Holdings, Inc. (the “Registrant”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable.
(2) Estimated in accordance with Rules 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of $45.73, the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 18, 2025.
(4) Represents the automatic increase for 2025 equal to 5% of the total number of shares of the Registrant’s common stock outstanding on December 31 of the preceding year, which annual increase is provided by the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”).
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common stock, $0.000025 par value per share, 2021 Employee Stock Purchase Plan
Amount Registered | shares 922,345
Proposed Maximum Offering Price per Unit 38.88
Maximum Aggregate Offering Price $ 35,860,773.6
Fee Rate 0.01531%
Amount of Registration Fee $ 5,490.29
Offering Note
(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of DigitalOcean Holdings, Inc. (the “Registrant”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable.
(3) Estimated in accordance with Rules 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of $38.88, the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 18, 2025, multiplied by 85%, which is the percentage of the price per share applicable to shares issued under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”).
(5) Represents the automatic increase for 2025 equal to 1% of the total number of shares of the Registrant’s common stock outstanding on December 31 of the preceding year, which annual increase is provided by the 2021 ESPP.
v3.25.0.1
Fees Summary
Feb. 25, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 246,754,957.85
Previously Paid Amount 0
Total Fee Amount 37,778.19
Total Offset Amount 0
Net Fee $ 37,778.19
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