[Form 4] DigitalOcean Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

DigitalOcean Holdings, Inc. (DOCN) – Form 4 insider activity

Chief Product & Technology Officer Bratin Saha reported two transactions:

• 06/17/2025 – 3,572 shares withheld (Code F): The issuer retained shares at $28.15 to satisfy tax obligations from the non-reportable vesting of restricted stock units. This is a non-market, administrative event that does not change the executive’s economic exposure.
• 06/18/2025 – 3,461 shares sold (Code S): An open-market sale executed at an average price of $27.77 under a previously adopted Rule 10b5-1 trading plan.

Following these transactions, Saha’s direct beneficial ownership stands at 294,546 common shares, down about 1.2 % from 298,007 shares. No derivative securities were reported.

The size of the sale is modest relative to Saha’s holdings and appears routine. Investors typically view planned sales of this magnitude as having limited informational value regarding the company’s fundamentals.

Insights

Securities Analyst

TL;DR: Minor, pre-planned insider sale; largely neutral for DOCN.

The filing shows a small (≈1.2 %) reduction in the CTO’s stake, with the market sale conducted under a Rule 10b5-1 plan—signalling no discretionary timing. The larger of the two line items is simply share withholding for taxes, a non-cash event. Neither transaction alters DigitalOcean’s capital structure or signals strategic change. Liquidity impact is negligible given DOCN’s average daily volume. Overall, I classify the disclosure as non-impactful for the stock and assign a neutral rating.

Corporate Governance Expert

TL;DR: Compliance-oriented filing; confirms orderly use of 10b5-1 and tax withholding.

The report demonstrates adherence to best practices: (1) taxes settled via share withholding to avoid open-market pressure and (2) sales executed under a documented 10b5-1 plan, limiting potential allegations of opportunistic timing. No red flags such as clustered sales, derivative exercises, or unusual volumes appear. Governance risk from insider trading is therefore low. Shareholders should regard the event as routine disclosure rather than a signal of sentiment shift.

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^*

Saha Bratin

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Product & Tech Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		F		3,572(1)	D	$28.15	298,007	D
Common Stock	06/18/2025		S		3,461(2)	D	$27.77	294,546	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/ Elizabeth Akinyemi, Attorney-in-Fact	06/18/2025
	** 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

How many DigitalOcean (DOCN) shares did Bratin Saha sell on 06/18/2025?

3,461 shares were sold in the open market.

At what average price were the DOCN shares sold on 06/18/2025?

The shares were sold at an average price of $27.77.

Why were 3,572 DOCN shares withheld on 06/17/2025?

They were withheld by the issuer to cover tax obligations from restricted stock unit vesting.

What is Bratin Saha's share ownership after the reported transactions?

He now directly owns 294,546 DOCN common shares.

Was the insider sale executed under a Rule 10b5-1 trading plan?

Yes, the sale was made pursuant to a pre-arranged Rule 10b5-1 plan.