DigitalOcean CFO Withholds Shares to Cover RSU Taxes; Holds 553,453 Shares

Rhea-AI Filing Summary

DigitalOcean Holdings, Inc. insider Matt Steinfort, the company's Chief Financial Officer, disposed of 22,578 shares of common stock at a reported 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 in connection with the vesting and settlement of restricted stock units. After the withholding, Mr. Steinfort is reported to beneficially own 553,453 shares, held directly. The transaction is recorded as a non-derivative disposition and is presented as part of routine equity compensation tax withholding rather than an open-market sale.

Positive

• None.

Negative

• Disposition of 22,578 shares through withholding reduced the reporting person's direct share count.
• Transaction price $32.62 indicates shares were withheld at that per-share value rather than retained or sold in the open market.

Insights

Financial Analyst

TL;DR: Insider disposed of shares to cover tax on vested RSUs; remaining direct holdings remain material.

The reported disposition of 22,578 shares at $32.62 per share was executed as issuer withholding to satisfy tax obligations tied to RSU vesting. This is a standard, non-market transaction that does not necessarily signal a change in the officer's view of company fundamentals. The post-transaction direct holding of 553,453 shares remains sizable for an officer role, preserving alignment with shareholder interests. There is no derivative activity disclosed.

Corporate Governance Expert

TL;DR: Transaction appears procedural and compliance-driven, not a discretionary sale.

The disclosure explicitly identifies the disposal as a withholding to satisfy tax withholding for vested restricted stock units, which is a common administrative practice. From a governance perspective, such withholdings are routine and typically do not indicate concern about the company's outlook. The form is filed individually and reports direct beneficial ownership; no indirect holdings or broader compensation plan changes are disclosed.

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^*

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)
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)		22,578	D	$32.62	553,453	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 DigitalOcean (DOCN) insider Matt Steinfort report on Form 4?

The CFO reported a non-derivative disposition of 22,578 common shares via issuer withholding to satisfy tax obligations related to vested RSUs.

At what price were the shares withheld in the DOCN Form 4?

The shares were reported at a price of $32.62 per share.

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

The filing reports 553,453 shares beneficially owned following the withholding.

Was this an open-market sale or a tax withholding?

The filing states the transaction represents withholding by the issuer to satisfy the reporting person's tax withholding obligations for settled restricted stock units.

Does the Form 4 show any derivative transactions for DOCN?

No. Table II for derivative securities contains no reported transactions in this filing.