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DigitalOcean Holdings Inc.

03/03/2026 | Press release | Distributed by Public on 03/03/2026 18:50

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
Barrett Cherie
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
(Last) (First) (Middle)
C/O DIGITALOCEAN HOLDINGS, INC., 105 EDGEVIEW DRIVE, SUITE 425
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026
(Street)
BROOMFIELD, CO 80012
4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barrett Cherie
C/O DIGITALOCEAN HOLDINGS, INC.
105 EDGEVIEW DRIVE, SUITE 425
BROOMFIELD, CO 80012
SVP, Chief Accounting Officer

Signatures

/s/ Amanda Barry, Attorney-in-Fact 03/03/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
DigitalOcean Holdings Inc. published this content on March 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 04, 2026 at 00:50 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]