DigitalOcean Insider Files Form 4: 10b5-1 Sale and RSU Tax Withholding

Rhea-AI Filing Summary

DigitalOcean Holdings insider Bratin Saha, Chief Product & Tech Officer, reported two equity transactions in early September 2025. On 09/01/2025 the company withheld 12,071 shares to satisfy tax withholding related to the vesting and settlement of restricted stock units. On 09/03/2025 the reporting person sold 13,010 shares at an average price of $31.87 per share under a previously adopted Rule 10b5-1 trading plan (adopted June 5, 2025). Following these transactions the reporting person beneficially owns 269,465 shares. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating the transaction was preplanned and reduces potential concerns about opportunistic insider trading
• Withholding of 12,071 shares for taxes reflects routine RSU settlement mechanics rather than an extraordinary transfer

Negative

• Insider sold 13,010 shares, which reduces the reporting person's stake to 269,465 shares

Insights

Financial Analyst

TL;DR: Insider sold a modest stake under a pre-existing 10b5-1 plan and satisfied tax withholding from RSU settlement.

The transactions are routine: the 12,071 share withholding reflects standard tax settlement for RSUs, and the 13,010 share sale was executed under a Rule 10b5-1 plan established June 5, 2025, indicating a preplanned disposition rather than opportunistic trading. Post-transaction beneficial ownership is 269,465 shares. There is no disclosure here of derivative activity, new grants, or changes to executive role. For investors, these actions signal routine compensation mechanics and a planned sale rather than an ad-hoc insider move.

Corporate Governance Expert

TL;DR: Filing documents compliant insider reporting; sale executed under 10b5-1 plan reduces potential signaling concerns.

The Form 4 discloses standard compliance elements: identification of reporting person as Chief Product & Tech Officer, clear explanations that shares were withheld for tax obligations and that the sale was pursuant to a Rule 10b5-1 trading plan adopted June 5, 2025. The presence of a 10b5-1 plan and an attorney-in-fact signature support procedural conformity. There is no information about plan modifications or new equity awards in this filing.

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)
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)		12,071	D	$32.62	282,475	D
Common Stock	09/03/2025		S(2)		13,010	D	$31.87	269,465	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 on June 5, 2025.

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 transactions did DigitalOcean insider Bratin Saha report on Form 4?

He reported a 09/01/2025 withholding of 12,071 shares for tax obligations from RSU settlement and a 09/03/2025 sale of 13,010 shares.

At what prices were the shares sold according to the Form 4 for DOCN?

The sale on 09/03/2025 reported an average price of $31.87 per share; the withholding event on 09/01/2025 reflects a deemed disposition at $32.62 per share.

Was the sale by the reporting person part of a 10b5-1 trading plan?

Yes. The Form 4 states the 13,010 share sale was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on June 5, 2025.

How many DigitalOcean shares does Bratin Saha beneficially own after the reported transactions?

After the transactions the reporting person beneficially owns 269,465 shares, according to the Form 4.

Does the Form 4 disclose any new option grants or derivative transactions?

No. Table II for derivative securities contains no reported transactions; only non-derivative common stock transactions are reported.