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

Rhea-AI Filing Summary

DigitalOcean Holdings insider action: Cherie Barrett, SVP and Chief Accounting Officer, had 2,217 shares withheld by the issuer on 09/01/2025 to satisfy tax withholding related to the vesting and settlement of restricted stock units at a per-share price of $32.62. After the transaction, Barrett beneficially owned 84,436 shares on a direct basis. The Form 4 was signed under power of attorney by Amanda Barry on 09/03/2025. The filing states this was a routine tax-withholding transaction tied to RSU vesting and does not report any option exercises or derivative transactions.

Positive

• Routine administrative action—withholding to satisfy tax on RSU vesting is standard and expected.
• Continued insider ownership—reporting person still holds 84,436 shares after withholding, indicating retained alignment with shareholders.

Negative

• Reduction in reported holdings—2,217 shares were withheld, lowering the reporting person's direct share count.

Insights

Corporate Governance Expert

TL;DR: Routine RSU tax-withholding by an officer; no indication of opportunistic selling or material change in control.

The reported transaction is the issuer withholding 2,217 shares to satisfy tax obligations from RSU settlement. This is a standard administrative action that reduces the reporting person's recorded share count but does not imply a voluntary disposition for liquidity or a change in insider intent. Beneficial ownership remains meaningful at 84,436 shares, and there are no derivative or new grant disclosures here. From a governance perspective, the filing is compliant and informationally complete for the event described.

Compensation Analyst

TL;DR: Tax withholding on vested RSUs confirmed; compensation expense likely previously recognized at grant/vesting.

The Form 4 shows withholding of 2,217 shares at a reported price of $32.62 to cover tax on RSU vesting. This is consistent with routine equity compensation administration and suggests the underlying RSUs vested rather than were canceled or sold. There is no indication of additional cashless trades, option exercises, or new awards in this filing. The action has limited direct impact on company-wide dilution or executive incentive alignment beyond the normal vesting mechanics.

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
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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^*

Barrett Cherie

(Last) (First) (Middle)

C/O DIGITALOCEAN HOLDINGS, INC.

105 EDGEVIEW DRIVE, SUITE 425

(Street)

BROOMFIELD CO 80012

(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)
	SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		F(1)		2,217	D	$32.62	84,436	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	09/03/2025
	** 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 did DigitalOcean insider Cherie Barrett report on Form 4 (DOCN)?

The filing reports 2,217 shares withheld on 09/01/2025 to satisfy tax withholding from RSU vesting at $32.62, leaving 84,436 shares beneficially owned.

Was this Form 4 transaction a sale of shares for cash?

No. The filing explains the transaction was share withholding to satisfy tax obligations related to RSU settlement, not a voluntary sale.

Does the Form 4 show any option exercises or derivative transactions for Cherie Barrett?

No. Table II (derivative securities) contains no reported transactions; only the non-derivative withholding is reported.

When was the Form 4 signed and who signed it?

The filing was signed under power of attorney by Amanda Barry on 09/03/2025.

Does this Form 4 indicate a change in control or major insider selling at DigitalOcean (DOCN)?

No. The transaction is described as routine tax withholding from RSU vesting and does not indicate a change in control or discretionary insider sale.