SEC Form 10-Q filed by DigitalOcean Holdings Inc.

8/8/24 4:30:47 PM ET

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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, 2024

☐ 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.)

101 6th Avenue

New York, New York 10013

(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 August 2, 2024, there were 92,062,346 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, 2024 and December 31, 2023	2
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023	3
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2024 and 2023	4
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Six Months Ended June 30, 2024 and 2023	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	35

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
	Signatures	39

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.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DIGITALOCEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

(unaudited)


	June 30, 2024		December 31, 2023
Current assets:
Cash and cash equivalents	$	443,110	$	317,236
Marketable securities	—		94,532
Accounts receivable, less allowance for credit losses of $5,486 and $5,848, respectively	67,435		62,186
Prepaid expenses and other current assets	33,178		29,040
Total current assets	543,723		502,994

Property and equipment, net	367,428		305,444
Restricted cash	1,747		1,747
Goodwill	348,674		348,322
Intangible assets, net	128,682		140,151
Operating lease right-of-use assets, net	138,461		155,201
Deferred tax assets	1,939		1,994
Other assets	6,139		5,114
Total assets	$	1,536,793	$	1,460,967

Current liabilities:
Accounts payable	$	9,465	$	3,957
Accrued other expenses	55,839		31,046
Deferred revenue	6,803		5,340

Operating lease liabilities, current	73,998		81,320
Other current liabilities	74,051		70,982
Total current liabilities	220,156		192,645

Deferred tax liabilities	3,510		3,533
Long-term debt	1,481,577		1,477,798
Operating lease liabilities, non-current	82,992		91,161
Other long-term liabilities	2,342		9,528
Total liabilities	1,790,577		1,774,665
Commitments and Contingencies (Note 8)



Preferred stock ($0.000025 par value per share; 10,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023)	—		—
Common stock ($0.000025 par value per share; 750,000,000 shares authorized; 91,698,027 and 90,243,442 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)	2		2

Additional paid-in capital	56,748		30,989
Accumulated other comprehensive loss	(577)		(452)
Accumulated deficit	(309,957)		(344,237)
Total stockholders’ deficit	(253,784)		(313,698)

Total liabilities and stockholders’ deficit	$	1,536,793	$	1,460,967

See accompanying notes to condensed consolidated financial statements

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,
	2024		2023		2024		2023
Revenue	$	192,476	$	169,814	$	377,206	$	334,948
Cost of revenue	75,139		67,354		147,783		139,233
Gross profit	117,337		102,460		229,423		195,715
Operating expenses:
Research and development	34,040		38,569		68,011		76,841
Sales and marketing	20,130		16,100		40,934		34,331
General and administrative	40,839		48,858		86,612		97,797
Restructuring and other charges	—		434		—		21,303
Total operating expenses	95,009		103,961		195,557		230,272

Income (loss) from operations	22,328		(1,501)		33,866		(34,557)

Other income (expense):
Interest expense	(2,321)		(2,112)		(4,625)		(4,301)

Interest income and other income, net	4,802		7,594		9,823		14,988
Other income, net	2,481		5,482		5,198		10,687

Income (loss) before income taxes	24,809		3,981		39,064		(23,870)
Income tax (expense) benefit	(5,671)		(3,316)		(5,787)		8,165
Net income (loss) attributable to common stockholders	$	19,138	$	665	$	33,277	$	(15,705)
Net income (loss) per share attributable to common stockholders
Basic	$	0.21	$	0.01	$	0.37	$	(0.17)
Diluted	$	0.20	$	0.01	$	0.35	$	(0.17)
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders
Basic	91,318		89,007		91,049		92,327
Diluted	93,832		96,247		94,005		92,327

See accompanying notes to condensed consolidated financial statements

DIGITALOCEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net income (loss) attributable to common stockholders	$	19,138	$	665	$	33,277	$	(15,705)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of taxes	14		204		(137)		330
Unrealized gain (loss) on marketable securities, net of taxes	—		(473)		12		770
Other comprehensive income (loss)	14		(269)		(125)		1,100
Comprehensive income (loss)	$	19,152	$	396	$	33,152	$	(14,605)

See accompanying notes to condensed consolidated financial statements

DIGITALOCEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(in thousands, except share amounts)

(unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Compreh-ensive 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)


	Common Stock			Additional Paid-In Capital		Accumulated Other Compreh-ensive Loss		Accumulated Deficit		Total
	Shares	Amount
Balance at March 31, 2023	89,983,568	$	2	$	28,781	$	(679)	$	(230,712)	$	(202,608)
Issuance of common stock under equity incentive plan, net of taxes withheld	1,303,359	—		(759)		—		—		(759)
Issuance of common stock under employee stock purchase plan, net of taxes withheld	120,348	—		2,797		—		—		2,797

Repurchase and retirement of common stock including related costs	(2,778,382)	—		(67,462)		—		(36,586)		(104,048)

Stock-based compensation	—	—		36,643		—		—		36,643
Other comprehensive loss	—	—		—		(269)		—		(269)
Net income attributable to common stockholders	—	—		—		—		665		665
Balance at June 30, 2023	88,628,893	$	2	$	—	$	(948)	$	(266,633)	$	(267,579)

See accompanying notes to condensed consolidated financial statements

DIGITALOCEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(in thousands, except share amounts)

(unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehen-sive 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)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehen-sive Loss		Accumulated Deficit		Total
	Shares	Amount
Balance at December 31, 2022	96,732,507	$	2	$	263,957	$	(2,048)	$	(214,342)	$	47,569
Issuance of common stock under equity incentive plan, net of taxes withheld	2,314,393	—		702		—		—		702
Issuance of common stock under employee stock purchase plan, net of taxes withheld	120,348	—		2,797		—		—		2,797
Repurchase and retirement of common stock including related costs	(10,538,355)	—		(336,022)		—		(36,586)		(372,608)
Stock-based compensation	—	—		68,566		—		—		68,566
Other comprehensive income	—	—		—		1,100		—		1,100
Net loss attributable to common stockholders	—	—		—		—		(15,705)		(15,705)
Balance at June 30, 2023	88,628,893	$	2	$	—	$	(948)	$	(266,633)	$	(267,579)

See accompanying notes to condensed consolidated financial statements

DIGITALOCEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2024		2023
Operating activities
Net income (loss) attributable to common stockholders	$	33,277	$	(15,705)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	65,016		56,531
Stock-based compensation	44,710		67,960
Provision for expected credit losses	7,985		7,551
Operating lease right-of-use assets and liabilities, net	1,423		6,848

Net accretion of discounts and amortization of premiums on investments	2,569		(2,689)
Non-cash interest expense	3,988		3,969
Loss on impairment of long-lived assets	356		553

Deferred income taxes	—		1,589

Other	361		(464)
Changes in operating assets and liabilities:
Accounts receivable	(13,234)		(10,795)
Prepaid expenses and other current assets	(4,346)		(6,173)
Accounts payable and accrued expenses	(3,655)		(14,900)
Deferred revenue	1,462		(565)
Other assets and liabilities	(1,879)		6,666
Net cash provided by operating activities	138,033		100,376

Investing activities
Capital expenditures - property and equipment	(75,534)		(46,848)
Capital expenditures - internal-use software development	(4,046)		(2,895)


Cash paid for asset acquisitions	—		(2,500)
Purchase of marketable securities	—		(318,238)

Maturities of marketable securities	91,675		614,044
Purchased interest on marketable securities	—		(151)
Proceeds from interest on marketable securities	—		61
Proceeds from sale of equipment	—		236
Net cash provided by investing activities	12,095		243,709

Financing activities











Proceeds related to the issuance of common stock under equity incentive plan	7,948		11,669
Proceeds from the issuance of common stock under employee stock purchase plan	2,231		2,797

Principal repayments of finance leases	(2,720)		—
Employee payroll taxes paid related to net settlement of equity awards	(13,469)		(10,532)


Repurchase and retirement of common stock including related costs	(18,183)		(368,919)

Net cash used in financing activities	(24,193)		(364,985)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(61)		(15)
Increase (decrease) in cash, cash equivalents and restricted cash	125,874		(20,915)
Cash, cash equivalents and restricted cash - beginning of period	318,983		151,807
Cash, cash equivalents and restricted cash - end of period	$	444,857	$	130,892

See accompanying notes to condensed consolidated financial statements

DIGITALOCEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2024		2023
Supplemental disclosures of cash flow information:
Cash paid for interest	$	571	$	252
Cash paid for taxes, net of refunds	8,976		1,491
Operating cash flows paid for operating leases	41,158		31,120
Non-cash investing and financing activities:
Capitalized stock-based compensation	$	1,372	$	607
Property and equipment received but not yet paid, included in Accounts payable and Accrued other expenses	39,532		12,242



Operating right-of-use assets obtained in exchange for operating lease liabilities	26,826		48,674

See accompanying notes to condensed consolidated financial statements

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 on-demand infrastructure, platform and software tools for startups and growing technology businesses. The Company was founded with the guiding principle that the transformative benefits of the cloud should be easy to leverage, broadly accessible, reliable and affordable. The Company’s platform simplifies cloud computing, enabling its customers to rapidly accelerate innovation and increase their productivity and agility. The Company offers mission-critical solutions across Infrastructure-as-a-Service (“IaaS”), including Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (“PaaS”), including Managed Database and Managed Kubernetes offerings; Software-as-a-Service (“SaaS”), including Managed Hosting and Marketplace offerings; and artificial intelligence and machine learning (“AI/ML”), including Machines, Notebooks and Deployments offerings.

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, 2024, results of operations for the three and six months ended June 30, 2024 and 2023, cash flows for the six months ended June 30, 2024 and 2023, and stockholders' deficit for the three and six months ended June 30, 2024 and 2023.

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.

Restricted Cash

The following table reconciles cash, cash equivalents and restricted cash per the Condensed Consolidated Statements of Cash Flows:



	June 30,
	2024		2023
Cash and cash equivalents	$	443,110	$	120,045
Restricted cash included in Prepaid expenses and other current assets(1)	—		9,100
Restricted cash(2)	1,747		1,747
Total cash, cash equivalents and restricted cash	$	444,857	$	130,892

___________________

(1)Includes contingent compensation related to the Cloudways Ltd. (“Cloudways”) acquisition, which was paid on September 1, 2023.

(2)Includes deposits in financial institutions related to letters of credit used to secure lease agreements.

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 our allowance for expected credit losses for the period presented:


	Amount


Balance as of December 31, 2023	$	5,848
Provision for expected credit losses	7,985

Write-offs and other	(8,347)
Balance as of June 30, 2024	$	5,486

Deferred Revenue

Deferred revenue was $6,803 and $5,340 as of June 30, 2024 and December 31, 2023, respectively. Revenue recognized during the three months ended June 30, 2024 and 2023 was $823 and $682, respectively, and $2,934 and $2,661 during the six months ended June 30, 2024 and 2023, respectively, which was included in each deferred revenue balance at the beginning of each respective period.

Segment Information

The Company’s chief operating decision maker, the chief executive officer (“CEO”), reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions, allocation of resources, and assessing financial performance. Accordingly, the Company has one operating and reporting segment.

Geographical Information

Revenue, as determined based on the billing address of the Company’s customers, was as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
North America	38	%	38	%	37	%	38	%
Europe	28		29		29		29
Asia	23		23		23		23
Other	11		10		11		10
Total	100	%	100	%	100	%	100	%

Revenue derived from customers in the United States was 32% and 31% of total revenue for the three and six months ended June 30, 2024, respectively, and 30% and 31% of total revenue for the three and six months ended June 30, 2023, respectively.

Long-lived assets include property and equipment and leases. The geographic locations of the Company’s long-lived assets, net, based on physical location of the assets, is as follows:


	June 30, 2024		December 31, 2023
United States	$	302,927	$	233,557
Singapore	34,338		43,425
Germany	52,742		62,224
Netherlands	42,263		46,170
Other	73,619		75,269
Total	$	505,889	$	460,645

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, 2024 and December 31, 2023. Additionally, no customer accounted for 10% or more of total revenue during the three and six months ended June 30, 2024 and 2023.

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 our financial disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024, with early application permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 on its consolidated financial statements and disclosures.

Note 3. Acquisitions, Goodwill and Intangible Assets

Paperspace Co.

On July 5, 2023 (the “Paperspace Acquisition Date”), the Company consummated a business combination acquiring 100% of Paperspace Co. (“Paperspace”) for total cash consideration of $100,399. Included in the consideration paid is a contribution of $11,100 to an escrow account held by a third party on the Paperspace Acquisition Date to support certain post-closing indemnification obligations.

This acquisition has been accounted for as a business combination and the results of Paperspace’s operations have been included in the accompanying condensed consolidated financial statements since the Paperspace Acquisition Date. The acquisition and integration of Paperspace’s advanced technology into the Company’s platform will extend the Company’s offerings, enabling customers to more easily test, develop and deploy artificial intelligence and machine learning (“AI/ML”) applications, and augment and enhance existing AI/ML applications.

During the three and six months ended June 30, 2024, goodwill increased $352 due to measurement period adjustments for the business combination. The following table sets forth the final allocation of the purchase price and summarizes the fair values of the assets acquired and liabilities assumed at the Paperspace Acquisition Date:


	Amount
Fair value of consideration transferred
Cash consideration	$	100,399

Recognized amounts of identifiable assets acquired and liabilities assumed
Tangible assets acquired:
Cash and cash equivalents	$	1,376
Accounts receivable	1,042
Prepaid expenses and other current assets	4
Property and equipment, net	4,515
Operating right-of-use asset, net	4,398
Finance lease right-of-use asset, net	11,958
Other assets	367
Intangible assets	37,690
Liabilities assumed:
Accounts payable and accrued expenses	(1,608)
Deferred revenue	(105)
Operating lease liabilities, current	(1,475)
Operating lease liabilities, non-current	(2,923)
Finance lease liabilities, current	(5,707)
Finance lease liabilities, non-current	(6,251)
Deferred tax liabilities	(1,074)
Total identifiable net assets acquired	42,207
Goodwill recorded in acquisition	58,192
Total purchase price allocation	$	100,399

The Company amortizes its intangible assets assuming no residual value over periods in which the economic benefit of these assets is consumed (the useful life). The fair values allocated to the identifiable intangible assets and their estimated useful lives are as follows:


	Estimated Fair Value		Weighted Average Useful Life (In years)
Trademark/Trade Name	$	300	1
Developed Technology	24,120		5
Customer Relationships	13,270		5
Total intangible assets	$	37,690

Paperspace’s assets and liabilities were measured at estimated fair values on July 5, 2023. Estimates of fair value represent management’s best estimate and require a complex series of judgments about future events and uncertainties. Third-party valuation specialists were engaged to assist management in the valuation of these assets and liabilities.

The goodwill is attributable primarily to the integration of Paperspace’s advanced technology into the Company’s platform which will extend the Company’s offerings, resulting in incremental revenue from new and existing customers,

and to a lesser extent intangible assets that do not qualify for separate recognition, including the existing workforce acquired through the acquisition. None of the goodwill is expected to be deductible for income tax purposes.

Unaudited Pro Forma Financial Information

The unaudited pro forma information below summarizes the combined results of the Company and Paperspace as if the Company’s acquisition of Paperspace closed on January 1, 2022 but does not necessarily reflect the combined actual results of operations of the Company and Paperspace that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma information reflects certain adjustments that were directly attributable to the acquisition of Paperspace, including additional amortization of acquired assets and the timing of nonrecurring acquisition and integration related costs, and other adjustments the Company believes are reasonable for the pro forma presentation. If Paperspace had been acquired on January 1, 2022, it would not have had a material impact to revenue for the three and six months ended June 30, 2023.


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Net loss	$	4,008	$	25,208

Contingent Compensation for Acquisitions

Contingent compensation represents compensation for post-combination services because the payments are contingent on continuing employment of the Paperspace founders, Cloudways seller, and Snapshooter Limited founder at each payment date. Contingent compensation costs related to payments due to certain Paperspace founders for $10,120, of which $5,060 was earned on July 5, 2024, and $1,265 will be earned quarterly thereafter through July 5, 2025.

Contingent compensation costs related to payments due to a Cloudways seller for $38,830, of which $16,851 was earned and paid on September 1, 2023, $7,326 was earned and paid on March 1, 2024, and $7,326 will be earned on each of September 1, 2024 and March 1, 2025.

Contingent compensation costs related to payments due to a SnapShooter Limited founder for $1,000 was earned and paid during the three months ended March 31, 2024.

Note 4. Marketable Securities

The following is a summary of available-for-sale marketable securities, excluding those securities classified within cash and cash equivalents, on the Condensed Consolidated Balance Sheets as of December 31, 2023. The Company did not hold marketable securities as of June 30, 2024, as they were reallocated at maturity to cash and money market funds during the three months ended March 31, 2024.


	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	69,456	$	6	$	(6)	$	69,456

Commercial paper	25,088		—		(12)		25,076
Total Marketable securities	$	94,544	$	6	$	(18)	$	94,532

Interest income from investments was $5,128 and $6,394 for the three months ended June 30, 2024 and 2023, respectively, and $10,402 and $14,064 for the six months ended June 30, 2024 and 2023, respectively.

Note 5. Fair Value Measurements

The fair value of our financial assets measured on a recurring basis is as follows:


	June 30, 2024
	Level I		Level II		Total
Cash and cash equivalents:
Cash	$	63,429	$	—	$	63,429
Money market funds	379,681		—		379,681


Total Cash and cash equivalents	$	443,110	$	—	$	443,110


	December 31, 2023
	Level I		Level II		Total
Cash and cash equivalents:
Cash	$	54,871	$	—	$	54,871
Money market funds	262,365		—		262,365


Total Cash and cash equivalents	$	317,236	$	—	$	317,236

Marketable securities:
U.S. treasury securities	$	69,456	$	—	$	69,456

Commercial paper	—		25,076		25,076
Total Marketable securities	$	69,456	$	25,076	$	94,532

The Company classifies its highly liquid money market funds and U.S. treasury securities within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its commercial paper investments within Level 2 because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded. The Company had no Level 3 financial assets as of June 30, 2024 and December 31, 2023.

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, 2024				December 31, 2023
	Carrying Value		Fair Value		Carrying Value		Fair Value
Convertible Notes	$	1,481,577	$	1,266,570	$	1,477,798	$	1,235,625

The carrying value of the Convertible Notes as of June 30, 2024 and December 31, 2023 was net of unamortized debt issuance costs of $18,423 and $22,202, 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.

Note 6. Balance Sheet Details

Property and equipment, net

Property and equipment, net consisted of the following:




	June 30, 2024		December 31, 2023
Computers and equipment	$	732,996	$	657,505
Furniture and fixtures	1,511		1,511
Leasehold improvements	6,973		6,820
Internal-use software	89,250		84,279
Equipment under finance leases	12,234		11,938
Property and equipment, gross	$	842,964	$	762,053

Less: accumulated depreciation	$	(403,183)	$	(387,083)
Less: accumulated amortization	(72,353)		(69,526)
Property and equipment, net	$	367,428	$	305,444

Depreciation expense on property and equipment was $25,981 and $21,672 for the three months ended June 30, 2024 and 2023, respectively, and $50,619 and $44,044 for the six months ended June 30, 2024 and 2023, respectively.

The Company capitalized costs related to the development of computer software for internal use of $5,418 and $3,519 for the six months ended June 30, 2024 and 2023, respectively, which is included in internal-use software costs within Property and equipment, net. Amortization expense related to internal-use software was $1,413 and $2,156 for the three months ended June 30, 2024 and 2023, respectively, and $2,927 and $4,906 for the six months ended June 30, 2024 and 2023, respectively.

Accrued other expenses

Accrued other expenses consisted of the following:


	June 30, 2024		December 31, 2023
Capital expenditures	$	33,787	$	3,627
Bonuses	7,612		8,931
Payroll costs	2,520		6,369
Other expenses	$	11,920	$	12,119
Total accrued other expenses	$	55,839	$	31,046

Note 7. Debt

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 discussed below. In March 2022, the Company entered into a third amended and restated credit agreement (the “Credit Facility”) to, among other modifications,

(i) remove the term loan component of the existing credit facility which had been previously repaid in full;

(ii) increase the maximum borrowing limit of the revolving credit facility from $150,000 to $250,000;

(iii) extend the maturity date;

(iv) replace the existing maximum total net leverage ratio financial covenant with a maximum senior secured net leverage ratio financial covenant;

(v) eliminate the financial covenant requirement of maintaining a minimum debt service coverage ratio;

(vi) reduce the interest rates applicable to any principal amounts outstanding on the revolving credit facility as well as the annual commitment fee for unused amounts on the revolving credit facility; and

(vii) replace the benchmark reference rate for U.S. Dollar loans from LIBOR to the forward-looking term rate based on the secured overnight financing rate plus a customary adjustment (“Adjusted Term SOFR”).

At June 30, 2024, the Company had available borrowing capacity of $250,000 on the Credit Facility. The Credit Facility will mature on the earlier of (a) March 29, 2027 and (b) 90 days before the maturity date applicable to any outstanding convertible notes issued by the Company in an aggregate principal amount equal to or greater than $100,000.

The Credit Facility is secured by a first-priority security interest in substantially all of the assets of the Company. The Credit Facility contains certain financial and operational covenants, including a maximum senior secured net leverage ratio financial covenant of 3.50x. As of June 30, 2024, the Company was in compliance with all covenants under the Credit Facility.

The per annum interest rate applicable to any principal amounts outstanding under the Credit Facility for U.S. Dollar loans will be equal to (i) Adjusted Term SOFR plus (ii) an applicable margin varying from 1.25% to 2.00%, subject to a pricing grid based on the senior secured net leverage ratio. The Credit Facility provides for an annual commitment fee varying from 0.20% to 0.30%, also subject to a pricing grid based on the senior secured net leverage ratio, applied to the average daily unused amount of the revolving credit facility. The Company incurred commitment fees on the unused balance of the Credit Facility of $127 and $126 for the three months ended June 30, 2024 and 2023, respectively, and $253 and $251 for the six months ended June 30, 2024 and 2023, respectively.

Amortization of deferred financing fees was $105 for the three months ended June 30, 2024 and 2023, and $210 for the six months ended June 30, 2024 and 2023.

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 for the three months ended June 30, 2024 and 2023 was $1,891 and $1,881, respectively, and $3,779 and $3,760 for the six months ended June 30, 2024 and 2023, respectively.

During the three months ended June 30, 2024, none of the circumstances allowing holders to convert the Convertible Notes were met.

Note 8. Commitments and Contingencies

Purchase Commitments

As of June 30, 2024, the Company had long-term commitments for bandwidth usage with various networks and internet service providers and entered into purchase orders with various vendors. The Company’s purchase commitments have not materially changed since December 31, 2023.

Leases

As of June 30, 2024, the Company had $153,698 of estimated undiscounted fixed payment obligations for leases of co-location space at data center facilities and, to a lesser extent, office space, that have not yet commenced and were not included on the Condensed Consolidated Balance Sheets. These leases are expected to commence between September 2024 and August 2025, and have a weighted average lease term of 6 years.

Letters of Credit

In conjunction with the execution of certain office space operating leases, a letter of credit in the amount of $1,747 was issued and outstanding as of June 30, 2024 and December 31, 2023. No draws have been made under the letter of credit. These funds are included as Restricted cash on the Condensed Consolidated Balance Sheets as they are related to long-term operating leases and are included in beginning and ending Cash, cash equivalents and restricted cash in the Condensed Consolidated Statements of Cash Flows. The letter of credit was reduced on an annual basis until the end of 2022 and, beginning January 1, 2023, the deposit currently held is the minimum threshold required until the lease expiration.

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 9. 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 million 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 or in negotiated transactions off the market. 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 months ended June 30, 2024, the Company repurchased and retired 297,106 shares of common stock pursuant to the 2024 Share Buyback Program for an aggregate purchase price of $10,388. During the six months ended June 30, 2024, the Company repurchased and retired 497,364 shares of common stock for an aggregate purchase price of $18,183. 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. Accrued costs related to share repurchases were $2,411 and $4,885 as of June 30, 2024 and December 31, 2023, respectively, as reported as Other current liabilities in the Condensed Consolidated Balance Sheets. As of June 30, 2024, the dollar value of shares that remained available to be repurchased by the Company under the 2024 Share Buyback Program was $121,817.

Note 10. 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. The 2021 Equity Incentive Plan is a successor to and continuation of the 2013 Stock Plan. The 2021 Equity Incentive 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 Equity Incentive Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units awards (“RSUs”), performance awards, and other awards to employees, directors, and consultants. Shares issued pursuant to the exercise of these awards are transferable by the holder.

Stock Options

Stock options granted have a maximum term of ten years from the grant date, are exercisable upon vesting and typically vest over a period of four years. Stock option activity for the six months ended June 30, 2024 was as follows:


	Number of Options Outstanding	Weighted-Average Exercise Price (Per share)		Weighted-Average Remaining Life (In years)	Aggregate Intrinsic Value (In thousands)
Outstanding at January 1, 2024	3,289,019	$	9.43	4.17	$	89,671


Exercised	(1,087,084)	7.36
Forfeited or cancelled	(32,390)	16.26
Outstanding at June 30, 2024	2,169,545	$	10.34	4.41	$	52,962
Vested and exercisable at June 30, 2024	2,069,731	9.96		4.31	51,304
Vested and unvested expected to vest at June 30, 2024	2,164,463	$	10.32	4.40	$	52,876

The aggregate intrinsic value represents the difference between the fair value of common stock and the exercise price of outstanding in-the-money options. The aggregate intrinsic value of exercised options for the six months ended June 30, 2024 and 2023 was $31,933 and $46,261, respectively.

No options were granted during the six months ended June 30, 2024 and 2023. The aggregate estimated fair value of stock options granted to participants that vested during the six months ended June 30, 2024 and 2023 was $3,673 and $7,211, respectively.

As of June 30, 2024, there was $1,769 of unrecognized stock-based compensation, net of estimated forfeitures, related to outstanding stock options granted that is expected to be recognized over a weighted-average period of 0.40 years.

RSUs

RSUs granted typically vest over four years. RSU activity for the six months ended June 30, 2024 was as follows:


	Shares	Weighted-Average Grant Date Fair Value (Per share)
Unvested balance at January 1, 2024	6,308,499	$	36.07
Granted	1,717,845	38.35
Vested	(1,041,086)	38.61
Forfeited or cancelled	(1,383,678)	37.03
Unvested balance at June 30, 2024	5,601,580	36.05
Vested and expected to vest at June 30, 2024	4,414,557	$	36.09

As of June 30, 2024, there was $146,111 of unrecognized stock-based compensation, net of estimated forfeitures, related to outstanding RSUs granted that is expected to be recognized over a weighted-average period of 2.84 years.

PRSUs

The Company has issued PRSUs which vest based on the achievement of each award’s established performance targets. PRSU activity for the six months ended June 30, 2024 was as follows:


	Shares	Weighted-Average Grant Date Fair Value (Per share)
Unvested balance at January 1, 2024	537,715	$	35.25
Granted	168,944	36.48
Vested	(90,390)	52.57
Forfeited or cancelled	(98,833)	31.75
Adjusted by performance factor	(305,948)	31.75
Unvested balance at June 30, 2024	211,488	$	35.53

At the end of each reporting period, the Company adjusts compensation expense for the PRSUs based on its best estimate of attainment of specified performance metrics. The cumulative effect on current and prior periods of a change in the estimated number of PRSUs that are expected to be earned during the performance period is recognized as an adjustment to earnings in the period of the revision. Compensation cost in connection with the probable number of shares that will vest is recognized using the accelerated attribution method.

LTIP PRSUs

The Company grants Long Term Incentive Plan (“LTIP”) PRSUs to certain executives of the Company typically during the first half of each fiscal year. A percentage of the LTIP PRSUs becomes eligible to vest based on the Company’s financial performance level at the end of each fiscal year. The number of LTIP PRSUs received will depend on the achievement of financial metrics relative to the approved 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 8 equal quarterly installments subject, in each case, to the individual’s continuous service through the applicable vesting date.

On March 1, 2023, the Company granted an LTIP PRSU award (the “2023 LTIP PRSU”). The financial performance level under the PRSUs was the percentage equal to the sum of the revenue growth percentage and profitability percentage, which on February 21, 2024, was determined to be achieved at 38.5% of the target amount. This resulted in a performance factor reduction of 305,948 shares from the original maximum shares achievable of 378,882, excluding forfeitures.

On April 11, 2024, the Company granted an LTIP PRSU award (the “2024 LTIP PRSU”). The financial performance level under the PRSUs can be attained based on the achievement of certain revenue and adjusted free cash flow margin targets. Under the 2024 LTIP PRSU, 75% of the award can be achieved based on the revenue targets and 25% of the award can be achieved based on the adjusted free cash flow margin targets. The target shares granted under the 2024 LTIP PRSU was 84,472. The actual number of shares that are received under the 2024 LTIP PRSU 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 2024.

As of June 30, 2024, there was $2,161 of unrecognized stock-based compensation, net of estimated forfeitures, related to the grant of the 2024 LTIP PRSUs that is expected to be recognized over a weighted-average period of 2.53 years.

MRSUs

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 million, 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 described below. A cumulative percentage of the MRSU target is earned based on the achievement of stock price goals, measured based on the average of the Company’s closing stock price over a consecutive 60 trading day period during the performance period as set forth in the table below:


Tranche	Company Stock Price Target	Total Payout
1	$65.00	25% of Target MRSUs
2	$100.00	50% of Target MRSUs
3	$135.00	100% of Target MRSUs
4	$170.00	150% of Target MRSUs

The target number of achievable shares is 193,178 and the maximum number of achievable shares is 289,767. There will be no pro-rata or straight-line interpolation vesting for achievement of a stock price target between the stock price targets, except in the event of a qualifying termination.

If the stock price targets are achieved during the first three years following the grant date (the “First Performance Period”), 50% of the eligible MRSUs will vest on the third anniversary of the grant date and the remaining 50% of the eligible MRSUs will vest on the fifth anniversary of the grant date. Each tranche of MRSUs whose stock price target was not achieved during the First Performance Period that is subsequently achieved during the period between the third anniversary of the grant date and fifth anniversary of the grant date will vest on the fifth anniversary of the grant date.

The unvested balance of 3,000,000 shares related to the former CEO’s MRSU were forfeited and canceled during the first quarter of 2024. There was no unrecognized stock-based compensation related to the former CEO’s MRSU award.

As of June 30, 2024, there was $7,188 of unrecognized stock-based compensation related to the current CEO’s MRSU award that is expected to be recognized over a weighted-average period of 4.67 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 purchase date. After the end of an offering period, a new offering automatically begins on the date that immediately follows the conclusion of the preceding offering.

2023 Offering

A new offering period commenced on November 21, 2023, and consists of two purchase periods, the first of which had a purchase date of May 20, 2024 and the second will have a purchase date of November 20, 2024 (the “2023 Offering”). In connection with the purchase period that ended on May 20, 2024, there were 94,162 shares of common stock, net of shares withheld for taxes, purchased by employees at a price of $24.15.

The Company recorded stock-based compensation associated with the ESPP of $380 and $595 during the three months ended June 30, 2024 and 2023, respectively, and $843 and $1,220 for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, $479 has been withheld on behalf of employees for the second purchase of the 2023 Offering.

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,
	2024		2023		2024		2023
Cost of revenue	$	555	$	461	$	1,077	$	853
Research and development	8,885		16,188		18,271		25,778
Sales and marketing	3,261		3,726		7,042		7,058
General and administrative	9,132		16,054		18,320		30,334
Restructuring and other charges	—		—		—		3,937
Total	$	21,833	$	36,429	$	44,710	$	67,960

Note 11. Net Income (Loss) per Share Attributable to Common Stockholders

The following table presents the calculation of basic and diluted net income (loss) per share:



	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands, except per share amounts)	2024		2023		2024		2023
Basic net income (loss) per share:
Numerator:
Net income (loss) attributable to common stockholders	$	19,138	$	665	$	33,277	$	(15,705)
Denominator:
Weighted average shares used to compute net income (loss) per share	91,318		89,007		91,049		92,327
Basic net income (loss) per share attributable to common stockholders	$	0.21	$	0.01	$	0.37	$	(0.17)

Diluted net income (loss) per share:
Numerator:
Net income (loss) attributable to common stockholders	$	19,138	$	665	$	33,277	$	(15,705)


Denominator:
Number of shares used in basic calculation	91,318		89,007		91,049		92,327
Weighted-average effect of dilutive securities:
Stock Options	1,573		6,479		1,751		—
RSUs	880		642		1,133		—
PRSUs	61		119		72		—

Number of shares used in diluted calculation	93,832		96,247		94,005		92,327
Diluted net income (loss) per share attributable to common stockholders	$	0.20	$	0.01	$	0.35	$	(0.17)

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)	2024	2023	2024	2023
Stock Options	6	8	7	23
RSUs	3,430	536	1,956	1,175
PRSUs	—	—	—	5
Convertible Notes	8,403	8,403	8,403	8,403
Total	11,839	8,947	10,366	9,606

Note 12. 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, 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. and the mix of income in the foreign jurisdictions in which the Company conducts business, and excess tax benefits from stock-based compensation.

For the three and six months ended June 30, 2023, the Company recorded a tax expense of $3,316 and tax benefit of $8,165, respectively. The effective tax rate for the three and six months ended June 30, 2023, was 83.3% and 34.2%, respectively. The effective tax rate differs from the statutory rate primarily as a result of being able to benefit from current year losses in the U.S., despite maintaining a valuation allowance against the remaining U.S. deferred tax assets, as well as the mix of income in foreign jurisdictions.

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 effective in 2024, the Company is currently below the threshold of Pillar Two tax. 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.

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, 2023. 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 on-demand infrastructure and platform tools for startups and growing technology businesses. We were founded with the guiding principle that the transformative benefits of the cloud should be easy to leverage, broadly accessible, reliable and affordable. Our platform simplifies cloud computing, enabling our customers to rapidly accelerate innovation and increase their productivity and agility.

The lifecycle of a customer typically begins with users coming to our platform to explore a new technology or test an idea. Thousands of users come to DigitalOcean every month, paying a small amount to learn and to complete their discrete tasks. In many cases, these early users do not intend to remain on our platform beyond their initial testing. We refer

to these users that spend less than or equal to $50 per month and utilize our platform for three months or less as “Testers”. Given their short time on our platform and their relatively small individual and aggregate spend, we do not consider Testers to be a meaningful part of our customer base. Once a user has remained on our platform for longer than three months, or spends greater than $50 per month, we consider them to be active and ongoing customers that have the intention to remain on our platform and to potentially scale their utilization of our products. We divide this customer population into the following three categories:

•Learners: users that both (i) spend less than or equal to $50 for the month-end period and (ii) have been on our platform for more than three months.

•Builders: users that spend greater than $50 and less than or equal to $500 for the month-end period.

•Scalers: users that spend greater than $500 for the month-end period.

As of June 30, 2024, we had approximately 638,000 Learners, Builders and Scalers using our platform to build, deploy and scale applications. We view Learners, Builders and Scalers as the most appropriate measure of our customer population, and Testers have therefore been excluded from the total customer population count.

Our users include software engineers, researchers, data scientists, system administrators, students and hobbyists. Our customers use our platform across numerous industry verticals and for a wide range of use cases, such as web and mobile applications, website hosting, e-commerce, media and gaming, personal web projects, managed services, and, most recently, artificial intelligence and machine learning (AI/ML) applications, among many others. We believe that our focus on simplicity, community, open source and customer support are the four key differentiators of our business, driving a broad range of customers around the world to build their applications on our platform.

We offer mission-critical solutions across Infrastructure-as-a-Service (IaaS), including our Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (PaaS), including our Managed Database and Managed Kubernetes offerings; Software-as-a-Service (SaaS), including our Managed Hosting and Marketplace offerings; and AI/ML, including our Machines, Notebooks and Deployments offerings. Our cloud platform was designed with simplicity in mind to ensure that startups and growing technology businesses can spend less time managing their infrastructure and more time building innovative applications that drive business growth. Improving the developer experience and increasing productivity are core to our mission. In just minutes, developers can set up thousands of virtual machines, secure their projects, enable performance monitoring and scale up and down as needed.

We generate revenue from the usage of our cloud computing platform by our customers. We recognize revenue based on the customer utilization of our offerings. Our pricing is primarily consumption-based and billed monthly in arrears, making it easy for our customers to track usage on an ongoing basis and optimize their deployments.

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. Our model enables customers to get started on our platform very quickly and without the need for assistance. We focus heavily on enabling a self-service, low-friction model that makes it easy for users to try, adopt and use our products. For each of the three months ended June 30, 2024 and 2023, our sales and marketing expense was approximately 10% and 9% of our revenue, respectively. The efficiency of our go-to-market model and our focus on the needs of startups and growing technology businesses has enabled us to drive organic growth and establish a truly global customer base across a broad range of industries.

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, 2024, 38% of our revenue was generated from North America, 28% from Europe, 23% from Asia and 11% from the rest of the world.

Our average revenue per customer (consisting of the aggregate revenue and customer counts for our Learners, Builders and Scalers, but excluding revenue and customer counts for Testers), or ARPU, has increased from $90.84 in the quarter ended June 30, 2023 to $99.45 in the quarter ended June 30, 2024. We had no material customer concentration as our top 25 customers made up approximately 8% and 7% of our revenue in the three months ended June 30, 2024 and 2023, respectively. Our annual run-rate revenue, or ARR, as of June 30, 2024 was $781 million, up from $682 million as of June 30, 2023. ARR as of the end of each month represents total revenue for that month multiplied by 12.

Growing our Builders and Scalers is a critical focus for us, and we have successfully increased the number of these customers and their percentage of our total revenue. We had approximately 18,000 Scalers as of June 30, 2024, up from approximately 16,000 as of June 30, 2023. We had approximately 143,000 Builders as of June 30, 2024, up from

approximately 134,000 as of June 30, 2023. Revenue from Builders and Scalers increased 8% and 19%, respectively, for the three months ended June 30, 2024 from the three months ended June 30, 2023. Revenue from Builders and Scalers as a percentage of total revenue was 87% in the three months ended June 30, 2024 and 86% in the three months ended June 30, 2023.

Key Factors Affecting Our Performance

Increasing Importance of Cloud Computing and Developers

Our future success depends in large part on the continuing adoption of cloud computing, proliferation of cloud-native start ups and businesses and the increasing importance of developers, all of which are driving the adoption of our developer cloud platform. We believe our market opportunity is large and that these factors will continue to drive our growth.

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. 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. We are focusing our sales and support teams to prevent customer churn by ensuring that our products and services provide a high level of value. Our goal is to continue to increase our revenue from existing customers through the introduction of new products and features tailored to our customer base in addition to expanded customer outreach, focused on larger customers and specific use cases.

Growing Our Base of Higher Spend Customers

We believe there is a substantial opportunity to further expand our customer base to attract more businesses that can scale on our platform. We are investing in strategies that we believe will attract Builders and Scalers, including new marketing initiatives that further optimize our self-service revenue funnel to help customers expand their usage and partnership initiatives to identify potential Builders and Scalers. In addition, our Cloudways and Paperspace acquisitions added a significant number of Builders and Scalers as these offerings provide premium managed services and high value AI/ML offerings, respectively.

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 targeted at our core customer base. The market opportunity for our core IaaS services of compute, storage and networking continues to expand and we are making targeted investments to expand our IaaS revenue. Beyond IaaS, we continue to see large growth opportunities in the PaaS, SaaS and AI/ML markets and, accordingly, we have expanded our portfolio of products and offerings over the last few years. In addition, we may pursue both strategic partnerships and acquisitions, such as our acquisitions of Cloudways and Paperspace, 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. Our results of operations may fluctuate as we make these investments to drive usage and take advantage of our expansive market opportunity.

Macroeconomic Conditions

Unfavorable conditions in the economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, supply chain disruptions, inflationary pressures, interest rates, financial and credit market fluctuations, volatility in the capital markets, liquidity concerns at, and failures of, banks and other financial institutions, international trade relations, political turmoil, political instability and transitions of power in regions where we operate, including Pakistan following the most recent general election, 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.

While our business model provides some resilience against these factors, we will continue to monitor the direct and indirect impacts of these or similar circumstances on our business and our results of operations, and will take appropriate measures, as necessary, to minimize potential risk exposure.

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. The table below includes the impact of our acquisitions beginning in the period in which they were acquired with respect to the metrics disclosed.


	Three Months Ended June 30,
	2024			2023

Learners(1)	476,529			466,072
Builders(1)	143,425			134,290
Scalers(1)	17,618			15,847
ARPU	$	99.45		$	90.84
ARR (in millions)	$	781		$	682
Net dollar retention rate	97		%	104		%

______________

(1)Customer count

Learners, Builders & Scalers

While we believe the total number of these customers is an important indicator of the growth of our business and future revenue opportunity, the trends relating to our Builders and Scalers is of particular importance to us as these customers represent a significant majority of our revenue and revenue growth, and they are representative of the startup and growing technology business customers that grow on our platform and use multiple products.

ARPU

We believe that our average revenue per customer, which we refer to as ARPU, is a strong indication of our ability to land 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 and Scalers in that period divided by the total number of Learner, Builder and Scaler customers determined as of the last day of the reported period. For a quarterly or annual period, ARPU is determined as the weighted average monthly ARPU over such three or 12-month period.

ARR

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 at a point in time by multiplying the revenue of the last month of the reported period by 12. For our ARR calculations, we include the total revenue from all customers, including Testers, Learners, Builders and Scalers.

Net Dollar Retention Rate

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 customers, including Testers, Learners, Builders and Scalers, for our IaaS, PaaS and 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 our customers frequently use our platform for projects that stop and start over time. We then divide the total Current Period Revenue by the total Prior Period Revenue to arrive at the net dollar retention rate for the relevant month. For our net dollar retention rate calculations, we include the total revenue from customers, including Testers, Learners, Builders and Scalers, for our IaaS, PaaS and SaaS offerings. For a quarterly or annual period, the net dollar retention rate is determined as the average monthly net dollar retention rates over such three or 12-month period.

Components of Results of Operations

Revenue

We offer mission-critical solutions across Infrastructure-as-a-Service (IaaS), including our Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (PaaS), including our Managed Database and Managed Kubernetes offerings; Software-as-a-Service (SaaS), including our Managed Hosting and Marketplace offerings; and AI/ML, including our Machines, Notebooks and Deployments offerings. We recognize revenue based on the customer utilization of these resources. Customer contracts are primarily month-to-month and generally do not include any minimum guaranteed quantities or fees. Fees are billed monthly, and payment is typically due upon invoicing. Revenue is recognized net of allowances for credits and any taxes collected from customers, which are subsequently remitted to governmental authorities.

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 in third-party co-location space at data center facilities, personnel expenses for those directly supporting our co-location facilities and non-personnel costs, including amortization of acquired technology, amortization of capitalized internal-use software development costs, and depreciation of our data center equipment. Third-party co-location facility costs include data center rental fees, power costs, maintenance fees, network and bandwidth. Personnel expenses 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.

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, and professional services, 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, marketing and customer support employees including salaries, bonuses, benefits and stock-based compensation. Sales and marketing expenses also include costs for marketing programs, commissions, advertising and professional service fees. We expect sales and marketing expenses to increase in absolute dollars as we enhance our product offerings and implement new marketing 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 provision for expected credit losses, software, payment processing fees, business insurance, depreciation and amortization expenses, rent and facilities costs, impairment of long-lived assets, acquisition related compensation, and other administrative costs. General and administrative expenses may increase in absolute dollars as we continue to grow our business.

Restructuring and other charges

Restructuring and other charges consist primarily of personnel costs, such as notice period, employee severance payments and termination benefits, as well as stock-based compensation related to vesting of certain equity awards. The restructuring plan was substantially completed by the end of the third quarter of 2023.

Other Income, net

Other income, net consists primarily of accretion/amortization of premium/discounts and interest income from our marketable securities, amortization of deferred financing fees on our convertible notes, loss on extinguishment of debt, and gains or losses on foreign currency exchange.

Income Tax (Expense) Benefit

Income tax (expense) benefit 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.

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,
	2024		2023		2024		2023

	(in thousands)
Revenue	$	192,476	$	169,814	$	377,206	$	334,948
Cost of revenue(1)	75,139		67,354		147,783		139,233
Gross profit	117,337		102,460		229,423		195,715
Operating expenses:
Research and development(1)	34,040		38,569		68,011		76,841
Sales and marketing(1)	20,130		16,100		40,934		34,331
General and administrative(1)	40,839		48,858		86,612		97,797
Restructuring and other charges(1)	—		434		—		21,303
Total operating expenses	95,009		103,961		195,557		230,272

Income (loss) from operations	22,328		(1,501)		33,866		(34,557)
Other income, net	2,481		5,482		5,198		10,687
Income (loss) before income taxes	24,809		3,981		39,064		(23,870)
Income tax (expense) benefit	(5,671)		(3,316)		(5,787)		8,165
Net income (loss) attributable to common stockholders	$	19,138	$	665	$	33,277	$	(15,705)

___________________

(1) Includes stock-based compensation as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023

	(in thousands)
Cost of revenue	$	555	$	461	$	1,077	$	853
Research and development	8,885		16,188		18,271		25,778
Sales and marketing	3,261		3,726		7,042		7,058
General and administrative	9,132		16,054		18,320		30,334
Restructuring and other charges	—		—		—		3,937
Total stock-based compensation	$	21,833	$	36,429	$	44,710	$	67,960

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,
	2024		2023		2024		2023
Revenue	100	%	100	%	100	%	100	%
Cost of revenue	39		40		39		42
Gross profit	61		60		61		58
Operating expenses:
Research and development	18		23		18		23
Sales and marketing	10		9		11		10
General and administrative	21		29		23		29
Restructuring and other charges	—		—		—		6
Total operating expenses*	49		61		52		68

Income (loss) from operations	12		(1)		9		(10)
Other income, net	1		3		1		3
Income (loss) before income taxes	13		2		10		(7)
Income tax (expense) benefit	(3)		(2)		(2)		2
Net income (loss) attributable to common stockholders*	10	%	—	%	9	%	(5	%)

*May not foot due to rounding

Comparison of the Three Months Ended June 30, 2024 and 2023

Revenue


	Three Months Ended June 30,
	2024		2023		$ Change		% Change

	(in thousands)
Revenue	$	192,476	$	169,814	$	22,662	13	%

Revenue increased $22.7 million, or 13%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was primarily driven by a 9% increase in ARPU to $99.45 from $90.84, and a 15% increase in revenue from Builders and Scalers. The increase in ARPU was primarily driven by continued adoption of our products by our customers leading to higher average usage on our platform.

Cost of Revenue


	Three Months Ended June 30,
	2024		2023		$ Change		% Change

	(in thousands)
Cost of revenue	$	75,139	$	67,354	$	7,785	12	%

Cost of revenue increased $7.8 million, or 12%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase is primarily due to a $5.0 million increase in depreciation and amortization of acquired finance leases and acquired developed technology, a $0.7 million increase in third-party license fees, a $0.6 million increase in partnership costs, and a $0.6 million increase in co-location costs. Gross profit increased to 61% for the three months ended June 30, 2024 from 60% for the three months ended June 30, 2023, primarily due to a decrease in ancillary equipment and bandwidth expenses as a percentage of revenue as a result of our ongoing cost optimization efforts, offset by our continued investment in AI/ML offerings.

Operating Expenses


	Three Months Ended June 30,
	2024		2023		$ Change		% Change

	(in thousands)
Research and development	$	34,040	$	38,569	$	(4,529)	(12	%)
Sales and marketing	20,130		16,100		4,030		25	%
General and administrative	40,839		48,858		(8,019)		(16	%)
Restructuring and other charges	—		434		(434)		(100	%)
Total operating expenses	$	95,009	$	103,961	$	(8,952)	(9	%)

Research and development expenses decreased $4.5 million, or 12%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease is primarily due to a $3.6 million reduction in personnel costs primarily relating to the restructuring we announced in February 2023 and a $2.3 million increase in capitalized internal-use software development costs, partially offset by a $1.3 million increase in professional services costs.

Sales and marketing expenses increased $4.0 million, or 25%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase is primarily due to a $1.5 million increase in personnel costs, a $1.5 million increase in advertising expenses and a $0.7 million increase in depreciation and amortization of acquired intangible assets.

General and administrative expenses decreased $8.0 million, or 16%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease is due to a $9.0 million reduction in personnel costs relating to stock-based compensation largely as a result of the departure of our former CEO, partially offset by a $0.9 million increase in recruiting costs and a $0.5 million increase in payment processing costs.

There were $0.4 million in Restructuring and other charges during the three months ended June 30, 2023 and no such charges during the three months ended June 30, 2024. These charges were primarily due to one-time severance and benefit payments in connection with the restructuring we announced in February 2023.

Other Income, net


	Three Months Ended June 30,
	2024		2023		$ Change		% Change

	(in thousands)
Other income, net	$	2,481	$	5,482	$	(3,001)	(55	%)

Other income, net decreased $3.0 million, or 55%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, primarily due to the maturity of interest bearing marketable securities used for our share repurchases and capital expenditures.

Income Tax Expense


	Three Months Ended June 30,
	2024		2023		$ Change		% Change

	(in thousands)
Income tax (expense) benefit	$	(5,671)	$	(3,316)	$	(2,355)	71	%

Income tax expense increased $2.4 million, or 71%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, primarily as a result of increased worldwide pretax income creating a higher tax expense in 2024 compared to 2023.

Comparison of the Six Months Ended June 30, 2024 and 2023

Revenue


	Six Months Ended June 30,
	2024		2023		$ Change		% Change

	(in thousands)
Revenue	$	377,206	$	334,948	$	42,258	13	%

Revenue increased $42.3 million, or 13%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase in revenue was primarily driven by a 9% increase in ARPU to $97.28 from $89.59; and a 14% increase in revenue from Builders and Scalers. The increase in ARPU was primarily driven by continued adoption of our products by our customers leading to higher average usage of our platform.

Cost of Revenue


	Six Months Ended June 30,
	2024		2023		$ Change		% Change

	(in thousands)
Cost of revenue	$	147,783	$	139,233	$	8,550	6	%

Cost of revenue increased $8.6 million, or 6%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase is primarily due to a $7.9 million increase in depreciation and amortization from acquired finance leases and acquired developed technology, a $1.3 million increase in partnership costs and a $1.1 million increase in third-party license fees, partially offset by decreases of $1.5 million in bandwidth expenses due to reduction in our consumption from certain vendors and $1.4 million in ancillary equipment. Gross profit increased to 61% for the six months ended June 30, 2024 from 58% for the six months ended June 30, 2023, primarily due to a decrease in co-location costs and ancillary equipment expenses as a percentage of revenue as a result of our ongoing cost optimization efforts.

Operating Expenses


	Six Months Ended June 30,
	2024		2023		$ Change		% Change

	(in thousands)
Research and development	$	68,011	$	76,841	$	(8,830)	(11	%)
Sales and marketing	40,934		34,331		6,603		19	%
General and administrative	86,612		97,797		(11,185)		(11	%)
Restructuring and other charges	—		21,303		(21,303)		(100	%)
Total operating expenses	$	195,557	$	230,272	$	(34,715)	(15	%)

Research and development expenses decreased $8.8 million, or 11%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease is primarily due to a $6.4 million reduction in personnel costs primarily relating to the restructuring we announced in February 2023 and a $2.8 million increase in capitalized internal-use software development costs, offset by a $1.0 million increase in professional services costs.

Sales and marketing expenses increased $6.6 million, or 19%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase is primarily due to a $3.1 million increase in advertising expenses, a $1.5 million increase in personnel costs, and a $1.5 million increase in amortization of acquired intangibles assets.

General and administrative expenses decreased $11.2 million, or 11%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease is primarily due to a $13.9 million reduction in personnel costs relating to stock-based compensation largely as a result of the departure of our former CEO, partially offset by a $1.0 million increase in professional services costs and a $0.9 million increase in payment processing costs.

Restructuring and other charges decreased $21.3 million, or 100%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. These charges were primarily due to one-time severance and benefit payments, as well as stock-based compensation related to vesting of certain equity awards in connection with the restructuring we announced in February 2023, which was substantially completed by the third quarter of 2023.

Other Income, net


	Six Months Ended June 30,
	2024		2023		$ Change		% Change

	(in thousands)
Other income, net	$	5,198	$	10,687	$	(5,489)	(51)	%

Other income, net decreased $5.5 million, or 51%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily due to the maturity of interest bearing marketable securities used for our share repurchases and capital expenditures.

Income Tax (Expense) Benefit


	Six Months Ended June 30,
	2024		2023		$ Change		% Change

	(in thousands)
Income tax (expense) benefit	$	(5,787)	$	8,165	$	(13,952)	(171)	%

Income tax expense increased $14.0 million, or 171%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily as a result of U.S. pre-tax losses creating a tax benefit in 2023 as compared to U.S. pre-tax income creating a tax expense in 2024.

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 existing 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 core product offerings. From time to time, we may also use excess cash 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 Credit Facility (as defined below) 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.

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, 2024, we repurchased and retired 497,364 shares of common stock for an aggregate purchase price of $18.2 million. The program will expire on December 31, 2025.

As of June 30, 2024, we had $153,698 of estimated undiscounted fixed payment obligations for leases of co-location space at data center facilities and, to a lesser extent, office space, that have not yet commenced and were not included on the Condensed Consolidated Balance Sheets. These leases are expected to commence between September 2024 and August 2025, and have a weighted average lease term of 6 years.

As of June 30, 2024, we had $443.1 million in cash and cash equivalents. Our cash and cash equivalents primarily consist of cash and money market funds.

We may from time to time 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.

The following table summarizes our cash flows for the periods presented:


	Six Months Ended June 30,
(In thousands)	2024		2023
Net cash provided by operating activities	$	138,033	$	100,376
Net cash provided by investing activities	12,095		243,709
Net cash used in financing activities	(24,193)		(364,985)
Increase (decrease) in cash, cash equivalents and restricted cash	125,874		(20,915)

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 and software licensing fees.

Net cash provided by operating activities was $138.0 million and $100.4 million for the six months ended June 30, 2024 and 2023, respectively. The increase was primarily driven by an increase in cash collections from higher revenues. These increases were partially offset by payments for leases, acquisition related compensation and cash bonuses.

Investing Activities

Net cash provided by investing activities was $12.1 million for the six months ended June 30, 2024 compared to $243.7 million for the six months ended June 30, 2023. The decrease in cash provided by investing activities was primarily driven by a $204.0 million reallocation of our marketable securities portfolio to cash equivalents and an increase of $28.7 million in cash payments for capital expenditures, partially offset by a $2.5 million decrease in cash activity for asset acquisitions.

Financing Activities

Net cash used in financing activities of $24.2 million and $365.0 million for the six months ended June 30, 2024 and 2023, respectively, was primarily due to the repurchase and retirement of our common stock for $18.2 million and $368.9 million, respectively.

Contractual Obligations and Commitments

Except as disclosed in Note 8. Commitments and Contingencies in our condensed consolidated financial statements, there have been no material changes to our obligations under our operating leases and purchase commitments as compared to those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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, 2023.

Recently Adopted 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-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 (loss) attributable to common stockholders, adjusted to exclude depreciation and amortization, stock-based compensation, interest expense, acquisition related compensation, acquisition and integration related costs, income tax expense, restructuring and other charges, restructuring related charges, impairment of long-lived assets, and other income, net. We define adjusted EBITDA margin as adjusted EBITDA as a percentage of revenue. We believe that adjusted EBITDA, when taken together with our GAAP financial results, provides meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of adjusted EBITDA is helpful to our investors as it is a measure used by management in assessing the health of our business, evaluating our operating performance, and for internal planning and forecasting purposes.

Our calculation of adjusted EBITDA and adjusted EBITDA margin may differ from the calculations of adjusted EBITDA and adjusted EBITDA margin by other companies and therefore comparability may be limited. Because of these limitations, when evaluating our performance, you should consider adjusted EBITDA and adjusted EBITDA margin alongside other financial performance measures, including our net income (loss) attributable to common stockholders and other GAAP results.

The following table presents a reconciliation of Net income (loss) 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)	2024			2023			2024			2023
GAAP Net income (loss) attributable to common stockholders	$	19,138		$	665		$	33,277		$	(15,705)

Adjustments:
Depreciation and amortization	33,129			27,618			65,016			56,531
Stock-based compensation(1)	21,833			36,429			44,563			64,023
Interest expense	2,321			2,112			4,625			4,301
Acquisition related compensation	3,716			6,980			8,246			14,581
Acquisition and integration related costs	(19)			1,446			—			2,747
Income tax expense	5,671			3,316			5,787			(8,165)

Restructuring and other charges(1)	—			434			—			21,303
Restructuring related charges(1)(2)	243			820			3,863			2,727
Impairment of long-lived assets	356			—			356			553


Other income, net(3)	(4,802)			(7,594)			(9,823)			(14,988)
Adjusted EBITDA	$	81,586		$	72,226		$	155,910		$	127,908
As a percentage of revenue:
Net income (loss) margin	10		%	—		%	9		%	(5		%)
Adjusted EBITDA margin	42		%	43		%	41		%	38		%

___________________

(1)For the six months ended June 30, 2024, non-GAAP stock-based compensation excludes $0.1 million as it is presented in Restructuring related charges. For the six months ended June 30, 2023, non-GAAP stock-based compensation excludes $3.9 million, as it is presented in Restructuring and other charges. There were no reclassifications of stock-based compensation for the three months ended June 30, 2024 and 2023.

(2)For the three and six months ended June 30, 2024, primarily consists of executive reorganization charges. For the three and six months ended June 30, 2023, primarily consists of salary continuation charges.

(3)For the three and six months ended June 30, 2024 and 2023, primarily consists of interest and accretion income from our cash and cash equivalents and marketable securities.

Non-GAAP Net Income and Non-GAAP Diluted Net Income Per Share

We define non-GAAP net income as net income (loss) attributable to common stockholders, excluding stock-based compensation, acquisition related compensation, amortization of acquired intangibles, acquisition and integration related costs, restructuring and other charges, restructuring related charges, impairment of long-lived assets, and other unusual or non-recurring transactions as they occur. We define non-GAAP diluted net income per share as non-GAAP net income 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.



	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands, except per share amounts)	2024		2023		2024		2023
GAAP Net income (loss) attributable to common stockholders	$	19,138	$	665	$	33,277	$	(15,705)
Stock-based compensation(1)	21,833		36,429		44,563		64,023
Acquisition related compensation	3,716		6,980		8,246		14,581
Amortization of acquired intangible assets	5,735		3,790		11,470		7,580
Acquisition and integration related costs	(19)		1,446		—		2,747

Restructuring and other charges(1)	—		434		—		21,303
Restructuring related charges(1)(2)	243		820		3,863		2,727
Impairment of long-lived assets	356		—		356		553


Non-GAAP income tax adjustment(3)	(3,397)		(5,844)		(11,423)		(23,404)
Non-GAAP Net income	$	47,605	$	44,720	$	90,352	$	74,405

Non-cash charges related to convertible notes(4)	$	1,588	$	1,561	$	3,174	$	3,121
Non-GAAP Net income used to compute net income per share, diluted	$	49,193	$	46,281	$	93,526	$	77,526

GAAP Net income (loss) per share attributable to common stockholders, diluted	$	0.20	$	0.01	$	0.35	$	(0.17)
Stock-based compensation(1)	0.21		0.35		0.44		0.60
Acquisition related compensation	0.04		0.07		0.08		0.14
Amortization of acquired intangible assets	0.06		0.04		0.11		0.07
Acquisition and integration related costs	—		0.01		—		0.03

Restructuring and other charges(1)	—		—		—		0.20
Restructuring related charges(1)(2)	—		0.01		0.04		0.03
Impairment of long-lived assets	—		—		—		0.01


Non-cash charges related to convertible notes(4)	0.02		0.01		0.03		0.03
Non-GAAP income tax adjustment(3)	(0.03)		(0.06)		(0.11)		(0.22)
Non-GAAP Net income per share, diluted*	$	0.48	$	0.44	$	0.91	$	0.72

GAAP Weighted-average shares used to compute net income (loss) per share, diluted	93,832		96,247		94,005		92,327
Weighted-average dilutive effect of potentially dilutive securities	8,403		8,403		8,403		15,583
Non-GAAP Weighted-average shares used to compute net income per share, diluted	102,235		104,650		102,408		107,910

*May not foot due to rounding

______________

(3)For the periods in fiscal year 2024, we used a tax rate of 16%, which we believe is a reasonable estimate of our long-term effective tax rate applicable to non-GAAP pre-tax income for 2024. For the periods in fiscal year 2023, we used a tax rate of 17%, which we believe was a reasonable estimate of our long-term effective tax rate applicable to non-GAAP pre-tax income for 2023.

(4)Consists of non-cash interest expense for amortization of deferred financing fees related to the Convertible Notes.

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, 2023.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that, as of June 30, 2024, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting described below.

Material Weakness in Internal Control over Financial Reporting

As previously disclosed, we identified a material weakness in our internal control over financial reporting that continued to exist as of June 30, 2024. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. We did not design and maintain effective controls over the accounting for income taxes. Specifically, we did not have the appropriate skills and level of experience to assess complicated tax matters. Additionally, we did not properly identify, risk assess, design and maintain effective controls related to the income tax provision, including controls related to the evaluation of tax deductions and the impact on our tax provision. This material weakness resulted in immaterial errors to the income tax expense, deferred taxes, accrued tax liabilities and income tax disclosures which were adjusted in the Company's revised consolidated financial statements for the year ended December 31, 2022. The material weakness also resulted in material errors to the income tax expense, deferred taxes and accrued tax liabilities which were adjusted in the Company's restated condensed consolidated financial statements for the three months ended March 31, 2023. This material weakness could result in a misstatement of the aforementioned account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

Remediation Plan with Respect to Material Weakness

Management is committed to taking the necessary steps to remediate the above identified material weakness. We are implementing a plan to remediate the material weakness as follows:

a.In March 2023, we hired a VP of Tax with over 25 years of tax leadership experience.

b.In the second quarter of 2024, we continued to supplement our tax resources through the use of a third-party tax advisor and intend to continue utilizing the third-party tax advisor.

c.In the first and second quarter of 2024, we augmented our team with additional tax personnel who have the appropriate knowledge, training and experience to analyze, record and disclose tax accounting matters timely and accurately, and to design and maintain appropriate accounting policies, procedures and controls over income taxes, commensurate with our financial reporting requirements.

d.In the second quarter of 2024, we continued to evaluate the design of newly implemented controls to address the identification, accounting, reporting and review of complex tax transactions.

We continue to execute upon our remediation plan for the material weakness and report the status of the remediation plan to the Audit Committee on a regular basis.

We have made progress remediating the material weakness, and we believe our remediation plan to be sufficient to remediate the identified material weakness. However, the implementation of these remediation measures requires validation and testing of the design and operating effectiveness of internal control over a sustained period of financial reporting prior to reaching a determination that the material weakness has been remediated. As we continue to validate and test our internal control over financial reporting, we may determine that additional measures or modifications to the remediation plan are necessary or appropriate.

Changes in Internal Control Over Financial Reporting

Except as described above, there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION

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, 2023 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, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information with respect to repurchases of shares of common stock by the Company during the three months ended June 30, 2024:


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, 2024	202,670	$35.23	202,670	$	125,066
May 1-31, 2024	94,436	$34.40	94,436	$	121,817
June 1-30, 2024	—	—	—	$	121,817
Total	297,106	$34.96	297,106

(1)On February 20, 2024, the Company’s Board of Directors approved the repurchase of up to an aggregate of $140 million of the Company’s common stock (the “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 or in negotiated transactions off the market. 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

Trading Arrangements

On June 7, 2024, W. Matthew Steinfort, the Company’s Chief Financial Officer, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Steinfort 10b5-1 Plan”). The Steinfort 10b5-1 Plan contemplates the sale of up to 49,991 shares of the Company’s common stock between September 9, 2024 and August 29, 2025.

ITEM 6. EXHIBITS

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

10.1

Letter Agreement between the Registrant and Muhammad Aaqib Gadit, dated May 2, 2024.

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.

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.

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.

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extensions Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104

Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

___________________

* 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.

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 8, 2024

By:

/s/ Padmanabhan Srinivasan

Padmanabhan Srinivasan

Chief Executive Officer

(Principal Executive Officer)

Date:

August 8, 2024

By:

/s/ W. Matthew Steinfort

W. Matthew Steinfort

Chief Financial Officer

(Principal Financial Officer)

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