Form 4: DigitalOcean Director Acquires Vested RSUs

DigitalOcean Holdings, Inc. Director Hilary Schneider acquired 434 fully vested Restricted Stock Units as part of her non-employee director compensation.

Summary

• Hilary Schneider, a Director at DigitalOcean Holdings, Inc. (DOCN), acquired 434 shares of common stock in the form of Restricted Stock Units (RSUs).
• The transaction date for this acquisition was December 31, 2025.
• Each RSU represents a contingent right to receive one share of common stock.
• The RSUs were granted pursuant to the Issuer's non-employee director compensation policy, in lieu of quarterly retainer fees.
• The number of RSUs (434) was calculated by dividing $18,750 (quarterly retainer) by $43.16, which is the average closing price of DigitalOcean'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, Hilary Schneider beneficially owns 28,380 shares of DigitalOcean common stock directly.

Sentiment

Score: 6

Explanation: The sentiment is mildly positive as it reflects routine, transparent director compensation that aligns interests with shareholders, without indicating any negative operational or financial news.

Positives

• The acquisition of fully vested Restricted Stock Units aligns the director's interests with those of shareholders.
• The transaction represents routine compensation for a non-employee director, indicating stable corporate governance practices.

Future Outlook

This filing does not contain any forward-looking statements or guidance, as it reports a completed insider transaction.

Industry Context

This transaction is a standard practice for compensating non-employee directors in publicly traded companies, often involving equity awards to align their interests with long-term shareholder value. DigitalOcean operates in the cloud infrastructure industry, where attracting and retaining experienced board members is crucial for strategic guidance.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of non-employee director compensation is a common practice across various industries, including technology and cloud services, aligning director incentives with company performance.
• The immediate vesting of RSUs for director compensation is also a frequent arrangement, differing from employee equity grants which often have multi-year vesting schedules.

Related Party Transactions

• The grant of Restricted Stock Units to Hilary Schneider, a non-employee director, constitutes a related party transaction as it involves compensation provided by the issuer to a member of its board of directors.

Stakeholder Impact

• Shareholders: The transaction represents a minor dilution from equity compensation but aligns the director's financial interests with the company's stock performance, potentially fostering better governance and strategic decisions.
• Employees: No direct impact on employees is indicated by this filing.

Key Dates

Keywords

DigitalOcean, DOCN, Hilary Schneider, Form 4, SEC filing, Restricted Stock Units, RSUs, Director compensation, Insider transaction, Equity compensation