DigitalOcean (DOCN) CEO files Form 4 for RSU tax withholding shares

Rhea-AI Filing Summary

DigitalOcean Holdings, Inc. reported a routine insider transaction by its Chief Executive Officer and director. On 12/01/2025, 11,566 shares of common stock were disposed of at a price of $44.52 per share, identified with transaction code F, which indicates shares withheld to cover taxes. After this transaction, the reporting person beneficially owned 682,128 shares of common stock directly. The company notes that the shares were withheld to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units, rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Srinivasan Padmanabhan T

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	11,566	$44.52	$515K

Holdings After Transaction: Common Stock — 682,128 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Srinivasan Padmanabhan T

(Last) (First) (Middle)

C/O DIGITALOCEAN HOLDINGS, INC.

105 EDGEVIEW DRIVE, SUITE 425

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DigitalOcean Holdings, Inc. [ DOCN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/01/2025		F(1)		11,566	D	$44.52	682,128	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The transaction reported represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the non-reportable vesting and settlement of restricted stock units.

Remarks:

	/s/ Amanda Barry, Attorney-in-Fact	12/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did DigitalOcean (DOCN) disclose in this Form 4?

The filing reports that the Chief Executive Officer and director had 11,566 shares of DigitalOcean common stock withheld on 12/01/2025 in a transaction coded F, which reflects tax withholding related to restricted stock units.

At what price were the DigitalOcean (DOCN) shares in the Form 4 transaction valued?

The 11,566 shares involved in the reported transaction were valued at $44.52 per share.

How many DigitalOcean (DOCN) shares does the reporting person own after this transaction?

Following the reported transaction, the reporting person beneficially owned 682,128 shares of DigitalOcean common stock directly.

Was the DigitalOcean (DOCN) Form 4 transaction an open-market sale?

No. The explanation states that the transaction reflects withholding of shares by the issuer to satisfy the reporting person’s tax withholding obligations tied to vesting and settlement of restricted stock units.

What does transaction code F mean in the DigitalOcean (DOCN) Form 4?

Transaction code F indicates a transaction where shares are withheld by the issuer to pay taxes due on the vesting or exercise of equity awards, such as restricted stock units.

What is the role of the reporting person in DigitalOcean (DOCN)?

The reporting person is identified as both a Director and an Officer, serving as the company’s Chief Executive Officer.