DigitalOcean (DOCN) CEO has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

DigitalOcean Holdings, Inc. Chief Executive Officer Srinivasan Padmanabhan T reported a Form 4 showing a tax-related share disposition. On March 1, 2026, 9,237 shares of common stock were withheld by the company to cover his tax obligations arising from the vesting and settlement of restricted stock units. This was recorded at a price of $56.06 per share and reflects a payment of tax liability by delivering shares rather than cash, not an open-market sale. After this withholding, he beneficially owned 672,891 shares of DigitalOcean common stock directly.

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

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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)
03/01/2026

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	03/01/2026		F(1)		9,237	D	$56.06	672,891	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	03/03/2026
	** 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).
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FAQ

What insider transaction did DigitalOcean (DOCN) report for its CEO?

DigitalOcean CEO Srinivasan Padmanabhan T reported a tax-withholding share disposition. The company withheld 9,237 common shares to cover taxes from vesting restricted stock units, rather than an open-market sale, leaving him with 672,891 directly owned shares afterward.

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

No, the CEO’s Form 4 did not report an open-market sale. It recorded 9,237 shares withheld by DigitalOcean to satisfy his tax obligations tied to restricted stock unit vesting and settlement, a common administrative transaction rather than a discretionary share sale.

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

DigitalOcean withheld 9,237 common shares for the CEO’s tax obligations. The withholding occurred in connection with the non-reportable vesting and settlement of restricted stock units and was priced at $56.06 per share for reporting purposes on the Form 4 filing.

How many DigitalOcean (DOCN) shares does the CEO own after this Form 4?

Following the tax-withholding disposition, the CEO beneficially owns 672,891 DigitalOcean common shares directly. This figure reflects his holdings after 9,237 shares were withheld by the issuer to cover tax obligations related to restricted stock unit vesting and settlement.

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

Transaction code F on the CEO’s Form 4 indicates payment of tax liability by delivering securities. In this case, 9,237 DigitalOcean common shares were withheld by the issuer to satisfy tax withholding obligations from restricted stock unit vesting and settlement.