Item 2.02 Results of Operations and Financial Condition



On August 8, 2022, DigitalOcean Holdings, Inc. (the "Company") issued a press
release announcing its financial results for the fiscal quarter ended June 30,
2022. The full text of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.

This information is intended to be furnished under Item 2.02 and Item 9.01 of
Form 8-K, "Results of Operations and Financial Condition" and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



On August 5, 2022, William Sorenson, Chief Financial Officer of the Company,
entered into a transition agreement with the Company (the "Transition
Agreement"). The Transition Agreement provides that Mr. Sorenson will retire
from employment with the Company, effective August 31, 2023 (the "Retirement
Date"), and sets forth the terms of Mr. Sorenson's employment with the Company
through the Retirement Date.

Pursuant to the terms of the Transition Agreement, Mr. Sorenson will continue to
serve as Chief Financial Officer until the earlier of (i) the date on which the
Company appoints his successor and (ii) the Retirement Date. To the extent that
a successor is appointed before the Retirement Date, Mr. Sorenson will continue
to be employed by the Company as Executive Advisor from the date of such
appointment until the Retirement Date to ensure a successful transition of his
duties.

From the date of the Transition Agreement through the Retirement Date, Mr.
Sorenson will (a) continue to receive his current annual base salary of
$430,000; (b) remain eligible to receive a target annual discretionary
performance bonus of 65% of his annual base salary with respect to calendar year
2022, based on the achievement of individual and corporate performance goals set
forth in the existing bonus plan; (c) continue to vest in any outstanding equity
awards; and (d) remain eligible to receive employee benefits in accordance with
the Company's established policies. Mr. Sorenson will also be entitled to the
following: (i) a pro-rated annual bonus with respect to calendar year 2023
(equal to two-thirds of the full annual target amount) based on the achievement
of performance goals set forth in the Company's 2023 bonus plan, payable when
such annual bonuses are paid to other Company executives; and (ii) an extended
period of 12 months from the Retirement Date to exercise any outstanding vested
nonstatutory stock options.

Except as otherwise set forth in the Transition Agreement, all other terms and
conditions of the Employment Agreement between the Company and Mr. Sorenson,
dated March 8, 2021 (the "Employment Agreement"), shall remain in full force and
effect.

Mr. Sorenson's decision to retire is not related to any financial or accounting issues and does not involve any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

The foregoing summary is qualified in its entirety by reference to the Employment Agreement and the Transition Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Form 8-K and which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit No.               Description
10.1                        Employment Agreement between DigitalOcean, LLC

and William Sorenson, dated

March 8, 2021.
10.2                        Transition Agreement between DigitalOcean, LLC

and William Sorenson, dated


                          August 5, 2022.
99.1                        Press release issued by DigitalOcean Holdings, Inc. dated     August 8,
                          2022  .

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