DigitalOcean (NYSE: DOCN) CAO sells 22,000 shares, receives PSU award

Rhea-AI Filing Summary

DigitalOcean Holdings senior vice president and chief accounting officer Cherie Barrett reported several stock transactions. She received 5,704 shares of common stock as a grant tied to performance-based restricted stock units, which will continue to vest over time starting March 1, 2026. She then had 3,032 shares withheld by the company to cover taxes from a separate restricted stock unit vesting. Finally, she executed an open-market sale of 22,000 common shares at an average price of $54.77 per share under a pre-arranged Rule 10b5-1 trading plan, leaving her directly holding 62,469 shares of DigitalOcean common stock.

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^*

Barrett Cherie

(Last) (First) (Middle)

C/O DIGITALOCEAN HOLDINGS, INC.

105 EDGEVIEW DRIVE, SUITE 425

(Street)

BROOMFIELD CO 80012

(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)
	SVP, Chief Accounting 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		5,704(1)	A	$0	87,501	D
Common Stock	03/01/2026		F(2)		3,032	D	$56.06	84,469	D
Common Stock	03/02/2026		S(3)		22,000	D	$54.77	62,469	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).
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 insider transactions did DOCN executive Cherie Barrett report?

Cherie Barrett reported three transactions: a grant of 5,704 DigitalOcean shares, a tax-withholding disposition of 3,032 shares, and an open-market sale of 22,000 common shares, all affecting her direct ownership position in the company.

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

Cherie Barrett sold 22,000 shares of DigitalOcean common stock at an average price of $54.77 per share. This open-market sale was conducted under a pre-established Rule 10b5-1 trading plan she had previously adopted.

What is the purpose of the 3,032 DOCN shares disposed of in the Form 4?

The 3,032 DigitalOcean shares were withheld by the company to satisfy Cherie Barrett’s tax withholding obligations. They relate to a non-reportable vesting and settlement of restricted stock units, rather than an open-market sale transaction.

What performance-based award did the DigitalOcean CAO receive?

Cherie Barrett received 5,704 shares tied to performance-based restricted stock units, reflecting achievement of DigitalOcean’s 2025 financial performance goals. These shares remain subject to time-based vesting through March 1, 2026 and in eight equal quarterly installments starting June 1, 2026.

How many DigitalOcean (DOCN) shares does Cherie Barrett own after these transactions?

After the reported transactions, Cherie Barrett directly owns 62,469 shares of DigitalOcean common stock. This balance reflects the performance-based grant, the tax-withholding share disposition, and the 22,000-share open-market sale executed under her Rule 10b5-1 plan.

Was the 22,000-share DOCN sale by the CAO a planned transaction?

Yes. The 22,000-share sale reported by Cherie Barrett was executed under a Rule 10b5-1 trading plan. Such plans allow insiders to pre-schedule trades, helping separate personal trading decisions from later market-sensitive information.