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

Rhea-AI Filing Summary

DigitalOcean Holdings insider transaction: Chief Revenue Officer Lawrence M. D'Angelo had 4,775 shares withheld at a price of $31.08 as payment for tax withholding related to the vesting and settlement of restricted stock units. After the withholding, the reporting person beneficially owned 137,047 shares of DigitalOcean (DOCN).

The filing shows this activity represents a routine compensation-related settlement rather than an open-market sale or purchase. The report identifies the nature of the transaction explicitly as withholding to satisfy tax obligations on RSU vesting.

Positive

• Continued insider ownership: Reporting person retains 137,047 shares after withholding, indicating ongoing alignment with shareholders
• Transaction was administrative: Withholding to satisfy tax on RSU vesting, not an open-market sale

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU tax-withholding reduced shares by 4,775; remaining beneficial ownership is 137,047 shares, indicating continued insider alignment.

This Form 4 documents a non-market, compensation-driven reduction in share count for the reporting insider. Withholding of 4,775 shares at $31.08 is an administrative action to meet tax obligations from RSU settlement and does not represent a voluntary sale or change in strategic ownership. The remaining beneficial stake of 137,047 shares remains intact, so there is no new liquidity or market-disposal signal for investors.

Corporate Governance Expert

TL;DR: Transaction is administrative tax withholding on vested RSUs, a routine governance event with no policy red flags.

The filing specifies the withholding occurred to satisfy tax obligations upon non-reportable vesting and settlement of restricted stock units. This is standard practice and consistent with equity compensation plans. There is no indication of accelerated vesting, related-party transfer, or other governance concerns in the disclosed information.

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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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^*

D'Angelo Lawrence M.

(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 Revenue 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)		4,775	D	$31.08	137,047	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 Lawrence M. D'Angelo do in the Form 4 (DOCN)?

The insider had 4,775 shares withheld at $31.08 to satisfy tax withholding related to the vesting and settlement of restricted stock units.

How many DigitalOcean (DOCN) shares does the reporting person own after the transaction?

After the withholding, the reporting person beneficially owned 137,047 shares.

Was the transaction a market sale or a compensation-related action for DOCN?

It was a compensation-related action: shares were withheld by the issuer to cover tax obligations on RSU vesting, not a market sale.

What was the per-share price used for the withheld shares in the Form 4?

The shares were withheld at a price of $31.08 per share.