Was the DigitalOcean (DOCN) CFO’s share sale part of a Rule 10b5-1 plan?

Yes. The 10,000-share sale by DigitalOcean CFO Matt Steinfort was executed pursuant to a previously adopted Rule 10b5-1 trading plan. Such plans pre-schedule trades, providing a structured framework for insider transactions over time.

DigitalOcean (DOCN) CFO sells 10,000 shares, 25,151 withheld for taxes

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

DigitalOcean Holdings, Inc. Chief Financial Officer Matt Steinfort reported two stock transactions. On June 2, 2026, he completed an open-market sale of 10,000 shares of common stock at an average price of $170.07 per share under a pre-arranged Rule 10b5-1 trading plan. On June 1, 2026, 25,151 shares were withheld by the company at $155.95 per share to cover his tax obligations related to vesting restricted stock units, which is not an open-market sale. After these transactions, Steinfort directly holds 538,414 shares of DigitalOcean common stock.

Insider Trade Summary 10b5-1

Net Seller: 10,000 shares ($1,700,700)

Net Sell 2 txns

Insider Steinfort Matt

Role Chief Financial Officer

Sold 10,000 shs ($1.70M)

Type	Security	Shares	Price	Value
Sale	Common Stock	10,000	$170.07	$1.70M
Tax Withholding	Common Stock	25,151	$155.95	$3.92M

Holdings After Transaction: Common Stock — 538,414 shares (Direct, null)

Footnotes (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. The amount reported includes shares acquired under the Issuer's Employee Stock Purchase Plan in a transaction that was exempt from reporting pursuant to Rule 16a-3(f)(1)(i)(B). The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

Key Figures

Open-market sale: 10,000 shares Sale price: $170.07 per share Tax-withheld shares: 25,151 shares +2 more

5 metrics

Open-market sale 10,000 shares Common stock sold on June 2, 2026

Sale price $170.07 per share Average price for 10,000-share sale

Tax-withheld shares 25,151 shares Withheld on June 1, 2026 for tax obligations

Tax reference price $155.95 per share Price used for tax-withholding disposition

Post-transaction holdings 538,414 shares Common stock held directly after transactions

Key Terms

Rule 10b5-1 trading plan, restricted stock units, Employee Stock Purchase Plan, tax-withholding disposition

4 terms

Rule 10b5-1 trading plan regulatory

"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan previously adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"tax withholding obligations in connection with the non-reportable vesting and settlement of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Employee Stock Purchase Plan financial

"includes shares acquired under the Issuer's Employee Stock Purchase Plan in a transaction that was exempt"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 05:34 PM

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^*

Steinfort Matt

(Last)

(First)

(Middle)

C/O DIGITALOCEAN HOLDINGS, INC.

105 EDGEVIEW DRIVE, SUITE 425

(Street)

BROOMFIELD

COLORADO

80021

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2026		F⁽¹⁾		25,151	D	$155.95	548,414⁽²⁾	D
Common Stock	06/02/2026		S⁽³⁾		10,000	D	$170.07	538,414	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

2. The amount reported includes shares acquired under the Issuer's Employee Stock Purchase Plan in a transaction that was exempt from reporting pursuant to Rule 16a-3(f)(1)(i)(B).

3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

Remarks:

	/s/ Tiffany Hui, Attorney-in-Fact	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did DigitalOcean (DOCN) CFO Matt Steinfort report?

CFO Matt Steinfort reported selling 10,000 shares of DigitalOcean common stock and a separate withholding of 25,151 shares for taxes. Both transactions occurred in early June 2026 and were disclosed in a Form 4 insider trading report.

At what price did the DigitalOcean (DOCN) CFO sell his shares?

Matt Steinfort sold 10,000 DigitalOcean shares at an average price of $170.07 per share. This open-market sale was reported for June 2, 2026 and executed under a previously adopted Rule 10b5-1 trading plan.

How many DigitalOcean (DOCN) shares were withheld for the CFO’s taxes?

DigitalOcean withheld 25,151 shares from Matt Steinfort to satisfy tax withholding obligations. This occurred on June 1, 2026 in connection with the vesting and settlement of restricted stock units, at a reference price of $155.95 per share.

How many DigitalOcean (DOCN) shares does the CFO hold after these transactions?

Following the reported transactions, Matt Steinfort directly holds 538,414 shares of DigitalOcean common stock. This figure includes shares acquired under the company’s Employee Stock Purchase Plan, which were exempt from separate reporting under SEC Rule 16a-3(f)(1)(i)(B).