Form 4: DigitalOcean Director Warren Adelman Granted Over 6,900 Restricted Stock Units

DigitalOcean Holdings, Inc. Director Warren J. Adelman was granted 6,968 restricted stock units (RSUs) as part of the company's non-employee director compensation policy, aligning his interests with shareholders.

Summary

• Warren J. Adelman, a Director of DigitalOcean Holdings, Inc. (DOCN), was granted 6,968 shares of common stock in the form of Restricted Stock Units (RSUs).
• The transaction date for this grant was June 9, 2025.
• The RSUs were issued at a price of $0 per unit, indicating they are compensation.
• The number of RSUs granted is calculated based on $200,000 divided by $28.70, which was the average closing price of DigitalOcean's common stock on the NYSE for the 10 trading days prior to and ending on the grant date.
• Following this transaction, Mr. Adelman beneficially owns a total of 68,211 shares of DigitalOcean common stock.
• These RSUs will vest on the earlier of (i) the first anniversary of the grant date (June 9, 2026) or (ii) the date of the Issuer's 2026 annual stockholders' meeting, contingent upon Mr. Adelman's continuous service with the Issuer through the applicable vesting date.

Sentiment

Score: 6

Explanation: The filing indicates a standard, expected compensation event for a director, which is generally viewed as neutral to slightly positive as it aligns director interests with shareholders. It does not contain information that would significantly alter the company's financial outlook or operational status.

Positives

• The grant of Restricted Stock Units (RSUs) to a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The compensation policy for non-employee directors provides a structured and transparent method for rewarding board service.

Future Outlook

The granted Restricted Stock Units are set to vest on the earlier of June 9, 2026, or the date of the Issuer's 2026 annual stockholders' meeting, subject to the director's continuous service.

Industry Context

Equity compensation, particularly through Restricted Stock Units (RSUs), is a common practice in the technology and SaaS industries for attracting and retaining qualified non-employee directors. This practice helps align the interests of the board with long-term shareholder value creation.

Comparison to Industry Standards

• The use of RSUs for non-employee director compensation is a standard practice across many publicly traded companies, especially within the technology sector, including peers like HubSpot (HUBS), Twilio (TWLO), and Cloudflare (NET), which also utilize equity-based awards to compensate their board members.
• The structure of vesting over one year or until the next annual meeting is typical for annual director grants, ensuring continued commitment and service.

Corporate Governance

Related Party Transactions

• The grant of 6,968 Restricted Stock Units to Warren J. Adelman, a Director of DigitalOcean, constitutes a related party transaction as it involves compensation to a key management personnel, executed under the company's non-employee director compensation policy.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with the long-term performance of the company's stock, potentially encouraging decisions that enhance shareholder value.
• Employees: No direct impact on general employees is indicated by this filing.

Next Steps

• The granted RSUs will vest on the earlier of June 9, 2026, or the date of DigitalOcean's 2026 annual stockholders' meeting, provided Warren J. Adelman continues his service.

Key Dates

Keywords

DigitalOcean, DOCN, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Insider Transaction, SEC Form 4, Corporate Governance