DigitalOcean (DOCN) director granted 448 fully vested RSUs in lieu of fees

Rhea-AI Filing Summary

DigitalOcean Holdings, Inc. reported a routine director equity compensation transaction. On 12/31/2025, a director received 448 shares of common stock in the form of restricted stock units (RSUs). These RSUs were granted under the company’s non-employee director compensation policy in lieu of quarterly cash retainer fees.

The number of RSUs was calculated as $19,375 divided by $43.16, the average closing price of DigitalOcean’s stock on the NYSE over the 100 calendar days before the grant date. The shares underlying these RSUs are fully vested as of the grant date. Following this grant, the director beneficially owns 32,497 shares of DigitalOcean common stock in direct ownership.

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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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^*

JENSON WARREN

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		A		448(1)	A	$43.16(1)	32,497	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 restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The RSUs were granted to the Reporting Person pursuant to the Issuer's non-employee director compensation policy in lieu of quarterly retainer fees. The number of shares of RSUs is equal to $19,375 divided by $43.16, the average of the closing price of the Issuer's common stock on the NYSE for the 100 calendar days prior to the date of grant. The shares underlying these RSUs are fully vested as of the date of grant.

Remarks:

	/s/ Amanda Barry, Attorney-in-Fact	01/05/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did DigitalOcean (DOCN) disclose in this Form 4?

DigitalOcean disclosed that one of its directors received 448 shares of common stock in the form of restricted stock units (RSUs) on 12/31/2025 as part of non-employee director compensation.

How was the number of RSUs for the DigitalOcean (DOCN) director grant determined?

The director’s grant was set so that the number of RSUs equaled $19,375 divided by $43.16, which was the average closing price of DigitalOcean’s common stock on the NYSE for the 100 calendar days before the grant date.

Are the RSUs granted to the DigitalOcean (DOCN) director vested?

Yes. The filing states that the shares underlying these RSUs are fully vested as of the date of grant, meaning the director’s right to receive the underlying shares is not subject to further vesting conditions.

Why did the DigitalOcean (DOCN) director receive RSUs instead of cash?

The RSUs were granted pursuant to DigitalOcean’s non-employee director compensation policy in lieu of quarterly retainer fees, effectively replacing part of the director’s cash compensation with equity.

How many DigitalOcean (DOCN) shares does the director own after this RSU grant?

After the reported transaction, the director beneficially owns 32,497 shares of DigitalOcean common stock, held in direct ownership according to the filing.

What type of security was granted to the DigitalOcean (DOCN) director?

The director received restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of DigitalOcean common stock, and the RSUs in this grant are already fully vested.