Form 4: DigitalOcean Director Keffer Receives RSU Grant

DigitalOcean Holdings, Inc. director Pueo Keffer was granted 362 restricted stock units as part of non-employee director compensation.

Summary

• Director Pueo Keffer of DigitalOcean Holdings, Inc. (DOCN) acquired 362 shares of common stock in the form of Restricted Stock Units (RSUs).
• The transaction occurred on December 31, 2025.
• The RSUs were granted in lieu of quarterly retainer fees, valued at $15,625.
• The number of RSUs was determined by dividing $15,625 by $43.16, which represents the average closing price of DigitalOcean's common stock on the NYSE for the 100 calendar days prior to the grant date.
• These RSUs are fully vested as of the grant date.
• Following this transaction, Pueo Keffer beneficially owns 39,108 shares directly.

Sentiment

Score: 5

Explanation: The filing reports a routine compensation event for a non-employee director, which is neutral in terms of market sentiment. It reflects standard corporate governance practices without indicating any significant positive or negative operational or financial developments.

Positives

• The grant of fully vested Restricted Stock Units (RSUs) to Director Pueo Keffer aligns the director's interests with those of shareholders.
• The compensation structure, using RSUs in lieu of cash, conserves cash flow for the company.

Negatives

• No specific negatives are identified in this routine compensation filing.

Risks

• No specific risks are mentioned in this Form 4 filing.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This routine insider transaction, a grant of restricted stock units to a non-employee director, is a standard practice in corporate governance across various industries, including technology. It aims to align director incentives with long-term shareholder value, a common trend among publicly traded companies like DigitalOcean.

Comparison to Industry Standards

• The practice of compensating non-employee directors with equity, such as Restricted Stock Units (RSUs), is a widely adopted standard across the technology sector and broader public markets. Companies like Microsoft, Amazon, and Google (Alphabet) frequently use equity grants to incentivize their independent directors, aligning their interests with long-term company performance and shareholder value.
• The valuation method for the RSUs, based on the average closing price over a period, is a common approach to mitigate short-term stock price volatility impacts on compensation calculations, similar to practices seen in compensation plans at many S&P 500 companies.
• The immediate vesting of these specific RSUs, while not universal, is sometimes seen for retainer-based compensation, ensuring the director receives the intended value for their service period, comparable to how some companies structure cash retainers.

Management Changes

Corporate Governance

Legal Proceedings

• This filing does not mention any litigation or regulatory matters.

Related Party Transactions

• The grant of Restricted Stock Units (RSUs) to Director Pueo Keffer constitutes a related party transaction, as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• **Shareholders**: The grant of RSUs to a director aligns their interests with shareholders by tying a portion of their compensation to the company's stock performance. It also represents a minor dilution of existing shares, though this is a standard cost of corporate governance.
• **Employees**: No direct impact on employees is indicated by this filing.
• **Customers/Suppliers/Creditors**: No direct impact on customers, suppliers, or creditors is indicated by this filing.

Next Steps

• This filing does not mention any specific future actions, events, or milestones.

Key Dates

Keywords

DigitalOcean, DOCN, Pueo Keffer, Form 4, SEC Filing, Restricted Stock Units, RSU, Director Compensation, Insider Transaction, Equity Grant