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

Rhea-AI Filing Summary

Srinivasan Padmanabhan T, who is listed as both Chief Executive Officer and a director of DigitalOcean Holdings, Inc. (DOCN), reported a transaction on 09/01/2025 in which 11,566 shares of common stock were disposed of at a price of $32.62 per share. The filing states the shares were withheld by the issuer to satisfy the reporting person’s tax withholding obligations related to the vesting and settlement of restricted stock units. After the withholding, the reporting person is shown as beneficially owning 693,694 shares. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transaction clearly disclosed with precise share counts and price, aiding transparency for investors
• Shares withheld were for tax obligations tied to RSU settlement, indicating compensation-related mechanics rather than cash-driven insider selling
• Reporting person retains significant ownership with 693,694 shares after the transaction

Negative

• Beneficial ownership decreased by 11,566 shares following the withholding
• Disposition recorded at $32.62, which reduces the reporting person’s absolute share count

Insights

Corporate Governance Expert

TL;DR Routine insider share withholding to cover taxes; not a directional signal about company prospects.

The Form 4 documents a common administrative transaction where vested restricted stock units are net-settled via share withholding to meet tax obligations. Such transactions typically reflect compensation mechanics rather than a CEO-initiated sale for liquidity. The remaining beneficial ownership of 693,694 shares preserves the reporting person’s substantial equity stake. There is no indication in the filing of open-market selling or change in control.

Securities Analyst

TL;DR Transaction is a non-market disposition for tax purposes and is unlikely to be material for valuation.

The disposition of 11,566 shares at $32.62 via issuer withholding reduces share count but was executed to satisfy withholding from RSU settlement, not as a market sale. The filing provides clear quantities and price, allowing investors to update insider holdings precisely. Absent further disclosures, this item is procedural and not a catalyst for revaluing the company.

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^*

Srinivasan Padmanabhan T

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)		11,566	D	$32.62	693,694	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 DOCN CEO Srinivasan Padmanabhan report on Form 4?

He reported the disposition of 11,566 common shares on 09/01/2025 at $32.62 per share, related to tax withholding for RSU settlement.

Why were the shares disposed of in the Form 4 for DOCN?

The filing states the shares were withheld by the issuer to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units.

How many shares does the reporting person own after the transaction?

The reporting person is shown as beneficially owning 693,694 shares after the reported transaction.

Was this transaction an open-market sale in DOCN stock?

No. The filing explains the shares were withheld by the issuer to cover taxes on RSU settlement, not sold on the open market.

Who signed the Form 4 filing for the reporting person?

The Form 4 is signed by Amanda Barry, Attorney-in-Fact on 09/03/2025.