DigitalOcean CEO sells 5,697 shares under plan

DigitalOcean’s CEO reported a 5,697-share open-market sale under a Rule 10b5-1 plan plus 14,786 shares withheld for taxes on RSU vesting.

Rhea-AI Filing Summary

DigitalOcean Holdings, Inc. (DOCN) reported that Chief Executive Officer and director Srinivasan Padmanabhan T sold 5,697 shares of common stock on September 3, 2026 at $105.73 per share in an open-market transaction effected under a previously adopted Rule 10b5-1 trading plan.

Separately, on September 1, 2026, 14,786 shares of common stock were withheld by DigitalOcean to satisfy the CEO's tax withholding obligations arising from the non-reportable vesting and settlement of restricted stock units. Post-transaction share holdings are not stated in this report.

Insider Trade Summary 10b5-1

Net Seller: 5,697 shares

Net Sell 2 txns

Insider Srinivasan Padmanabhan T

Role Chief Executive Officer

Sold 5,697 shs ($602K)

Type	Security	Shares	Price	Value
Sale	Common Stock F2	5,697	$105.73	$602K
Tax Withholding	Common Stock F1	14,786	$110.59	$1.64M

Holdings After Transaction: Common Stock — 762,817 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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

Shares sold: 5,697 shares Sale price: $105.73 per share Shares withheld for taxes: 14,786 shares +2 more

5 metrics

Shares sold 5,697 shares Non-derivative common stock sale on September 3, 2026

Sale price $105.73 per share Average price for the 5,697-share sale on September 3, 2026

Shares withheld for taxes 14,786 shares Withholding to satisfy tax obligations on RSU vesting on September 1, 2026

Tax withholding reference price $110.59 per share Price used for the 14,786-share tax withholding transaction on September 1, 2026

Rule 10b5-1 plan status Affirmed Sale of 5,697 shares effected under a previously adopted Rule 10b5-1 trading plan

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax withholding obligations, non-derivative

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"

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

"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.

tax withholding obligations financial

"withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations"

non-derivative financial

"transaction_type":"non-derivative"

FAQ

What insider transactions did DigitalOcean (DOCN) disclose for its CEO in this Form 4?

DigitalOcean disclosed that its CEO, Srinivasan Padmanabhan T, sold 5,697 shares of common stock on September 3, 2026 and had 14,786 shares withheld on September 1, 2026 to cover tax obligations from restricted stock unit vesting.

At what price did the DigitalOcean (DOCN) CEO sell shares in the reported transaction?

The CEO sold 5,697 shares of DigitalOcean common stock at an average price of $105.73 per share on September 3, 2026, in a non-derivative open-market or private transaction described in the filing.

Were the DigitalOcean (DOCN) CEO’s stock sales made under a Rule 10b5-1 trading plan?

Yes. The filing states that the sale of 5,697 shares reported on September 3, 2026 was effected pursuant to a previously adopted Rule 10b5-1 trading plan by the CEO.

Why were 14,786 DigitalOcean (DOCN) shares disposed of on September 1, 2026?

On September 1, 2026, 14,786 shares of DigitalOcean common stock were withheld by the issuer to satisfy the CEO’s tax withholding obligations in connection with the vesting and settlement of restricted stock units.

Does the Form 4 state how many DigitalOcean (DOCN) shares the CEO owns after these transactions?

No. For both the sale of 5,697 shares and the withholding of 14,786 shares, the Form 4 entries list the total shares held following the transactions as not provided.

What types of securities are involved in the DigitalOcean (DOCN) CEO’s Form 4 transactions?

Both transactions involve common stock of DigitalOcean. One is a non-derivative sale of 5,697 shares, and the other is a non-derivative withholding of 14,786 shares related to restricted stock unit vesting.

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Available on EDGAR 09/03/2026 - 08:42 PM Accepted by SEC EDGAR 09/03/2026 - 08:41 PM Learn about SEC filing dates

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).

X

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/01/2026		F(1)		14,786	D	$110.59	768,514	D
Common Stock	09/03/2026		S(2)		5,697	D	$105.73	762,817	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.

2. 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	09/03/2026
	** 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)