DigitalOcean Holdings, Inc.
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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FY2025 · Filed Feb 24, 2026
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Item 9B. Other Information
Trading Arrangements
During the three months ended December 31, 2025, our directors and officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)adopted, modified orterminated the contracts, instructions or written plans for the purchase or sale of our securities as follows:
On November 9, 2025, Lawrence D’Angelo, the Company’s Chief Revenue Officer, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “D’Angelo 10b5-1 Plan”). The D’Angelo 10b5-1 Plan contemplates the sale of up to 24,283 shares of the Company’s common stock between March 2, 2026 and June 3, 2026.
On November 11, 2025, Cherie Barrett, the Company’s Chief Accounting Officer, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Barrett 10b5-1 Plan”). The Barrett 10b5-1 Plan contemplates the sale of up to 22,000 shares of the Company’s common stock between March 2, 2026 and November 1, 2026.
On November 13, 2025, W. Matthew Steinfort, the Company’s Chief Financial Officer, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Steinfort 10b5-1 Plan”). The Steinfort 10b5-1 Plan contemplates the sale of up to 80,000 shares of the Company’s common stock between March 2, 2026 and November 12, 2027. The actual number of shares that will be sold under the Steinfort 10b5-1 Plan will be based in part on the number of shares withheld to satisfy tax withholding obligations arising from the vesting of certain shares subject to the plan, which number is not yet determinable.
Board Class Rebalancing
On February 18, 2026, the Company’s Board of Directors (the “Board”) completed a process to reclassify the membership of the Board’s three director classes into classes of equal size. In order to achieve an equal apportionment of membership among the Board’s three classes of directors, the Board determined that one of its members should be reclassified from Class II (with a term expiring at the Company’s 2026 Annual Meeting of Stockholders) to Class I (with a term expiring at the 2028 Annual Meeting). Accordingly, effective February 18, 2026, subject to and conditioned upon her simultaneous reappointment as a Class I director, Hilary Schneider conditionally resigned from her position as a Class II director. The Board accepted Ms. Schneider’s conditional resignation and simultaneously reappointed her as a Class I director, confirming that, for all other purposes, Ms. Schneider’s service on the Board was deemed to have continued uninterrupted. There were no changes to Ms. Schneider’s committee assignments as a result of the reappointment, including her role as Chair of the Compensation Committee. The conditional resignation and reappointment of Ms. Schneider was effected solely for the purpose of reclassifying the members of the Board into three classes of equal size.
Designation of Executive Officers
On an annual basis, the Board considers the members of senior management who should be designated “officers” of the Company within the meaning of Rule 16a-1(f) under the U.S. Securities Exchange Act of 1934 (the “Act”) and “executive officers” of the Company within the meaning of Rule 3b-7 under the Act (collectively, “executive officers”). As part of this determination, the Board considers, among other things, which individuals perform certain functions for the registrant, as set forth in Rule 3b-7 and Rule 16a-1(f) under the Act. Based on these considerations, on February 18, 2026, the Board determined that the three individuals listed below are the sole executive officers of the Company and that, while there have been no changes to Lawrence D’Angelo’s title, role or responsibilities as Chief Revenue Officer of the Company, Mr. D’Angelo is no longer designated as a Company executive officer:
Padmanabhan Srinivasan, Chief Executive Officer
W. Matthew Steinfort, Chief Financial Officer
Vinay S. Kumar, Chief Product and Technology Officer.
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