DigitalOcean (NYSE: DOCN) CFO sells 20,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

DigitalOcean Holdings, Inc. Chief Financial Officer Matt Steinfort reported several equity transactions involving the company’s common stock. On February 27, 2026, he acquired 67,223 shares at $0.00 per share through a grant tied to achievement of 2025 performance-based restricted stock units, which will continue to vest over time starting March 1, 2026 and then in eight quarterly installments beginning June 1, 2026.

On March 1, 2026, 32,470 shares at $56.06 per share were withheld by the company to cover his tax obligations on vested restricted stock units. On March 3, 2026, he executed an open-market sale of 20,000 shares at $55.40 per share under a pre-established Rule 10b5-1 trading plan, leaving him with 545,916 shares held directly after the sale.

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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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^*

Steinfort Matt

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		A		67,223(1)	A	$0	598,386	D
Common Stock	03/01/2026		F(2)		32,470	D	$56.06	565,916	D
Common Stock	03/03/2026		S(3)		20,000	D	$55.4	545,916	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 security represents the satisfaction of the performance-based vesting condition with respect to previously issued performance-based restricted stock units ("PSUs") based on the Issuer's 2025 financial performance. Each PSU represents a contingent right to receive one share of the Issuer's common stock. Under the terms of the PSUs, the degree of achievement of the PSUs was established upon certification of the achievement of the performance-based vesting criteria by the compensation committee of the board of directors based on the Issuer's 2025 financial results, and the number of shares reported reflects the extent of such achievement. The PSU remains subject to time-based vesting as follows: one third of the shares underlying the PSU shall vest on March 1, 2026, and the remaining shares underlying the PSU shall vest in eight equal quarterly installments beginning on June 1, 2026, subject to the Reporting Person's continuous service through each such vesting date.

2. 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.

3. 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/ 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 transactions did DigitalOcean (DOCN) CFO Matt Steinfort report?

Matt Steinfort reported a performance share grant, tax withholding, and a sale. He received 67,223 shares from performance-based awards, had 32,470 shares withheld for taxes, and sold 20,000 shares in an open-market transaction under a Rule 10b5-1 trading plan.

How many DigitalOcean (DOCN) shares did the CFO sell and at what price?

The CFO sold 20,000 DigitalOcean shares at $55.40 each. This open-market transaction occurred on March 3, 2026 and was executed under a pre-arranged Rule 10b5-1 trading plan, according to the disclosed Form 4 insider filing details.

What was the nature of the 67,223-share award to DigitalOcean (DOCN) CFO?

The 67,223-share award reflects achieved performance-based restricted stock units. It relates to DigitalOcean’s 2025 financial performance and will vest over time, with one third vesting on March 1, 2026 and the rest vesting quarterly starting June 1, 2026.

Why were 32,470 DigitalOcean (DOCN) shares disposed of on March 1, 2026?

The 32,470-share disposition covered the CFO’s tax withholding obligations. The company withheld these shares at $56.06 per share in connection with non-reportable vesting and settlement of restricted stock units, rather than an open-market sale by the executive.

How many DigitalOcean (DOCN) shares does the CFO hold after these transactions?

After the March 3, 2026 sale, the CFO directly holds 545,916 shares. This figure reflects his ownership following the performance-based share grant, the tax withholding share disposition, and the 20,000-share open-market sale disclosed in the Form 4 filing.

Was the DigitalOcean (DOCN) CFO’s share sale part of a trading plan?

Yes, the 20,000-share sale was made under a Rule 10b5-1 plan. The filing notes that the transaction was executed pursuant to a previously adopted trading plan, which pre-schedules sales independent of day-to-day market conditions or discretionary timing decisions.