Form 4: DigitalOcean Director Acquires 550 Shares via RSU Grant

DigitalOcean Holdings, Inc. director Warren J Adelman acquired 550 shares of common stock through a restricted stock unit grant, fully vested upon grant.

Summary

• Warren J Adelman, a director of DigitalOcean Holdings, Inc. (DOCN), acquired 550 shares of common stock.
• The acquisition was made through a grant of Restricted Stock Units (RSUs) on December 31, 2025.
• Each RSU represents a contingent right to receive one share of common stock of the Issuer.
• The RSUs were granted pursuant to the Issuer's non-employee director compensation policy in lieu of quarterly retainer fees, valued at $23,750.
• The number of RSUs was determined by dividing $23,750 by $43.16, which was the average closing price of the Issuer's common stock on the NYSE for the 100 calendar days prior to the grant date.
• The shares underlying these RSUs are fully vested as of the date of grant.
• Following this transaction, Mr. Adelman beneficially owns 70,268 shares directly.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. This is a routine insider transaction for director compensation, indicating continued alignment of interests. No significant positive or negative news beyond standard compensation.

Positives

• Director Adelman's beneficial ownership increased by 550 shares, aligning his interests with shareholders.
• The RSUs were fully vested upon grant, indicating immediate ownership rights and commitment.

Future Outlook

N/A

Management Comments

• The RSUs were granted to the Reporting Person pursuant to the Issuer's non-employee director compensation policy in lieu of quarterly retainer fees.

Industry Context

Insider transactions, particularly equity grants to directors, are common practices in the technology sector to align leadership interests with shareholder value. DigitalOcean, as a cloud infrastructure provider, uses such compensation structures to attract and retain talent and ensure governance alignment.

Comparison to Industry Standards

• The grant of RSUs as part of non-employee director compensation is a standard practice across many publicly traded companies, particularly in the tech industry. Companies like Amazon (AMZN), Microsoft (MSFT), and Google (GOOGL) frequently use equity-based compensation to incentivize directors and executives.
• The full vesting upon grant for director retainer fees is also a common structure, ensuring immediate alignment of interests.
• The specific valuation method ($23,750 divided by a 100-day average closing price) is a defined policy, similar to how other companies might use a specific date's closing price or a volume-weighted average price for grant calculations.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholders due to equity ownership.
• Management: Reinforces the company's compensation structure for non-employee directors.

Key Dates

Recommendation

This Form 4 filing details a routine equity grant to a non-employee director as part of their compensation. While it increases insider ownership, which is generally a positive signal of alignment, it does not provide new material information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as this filing alone does not alter the fundamental investment thesis for DigitalOcean.

Keywords

DigitalOcean, DOCN, Form 4, Insider Transaction, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Warren J Adelman