DEF 14A of DigitalOcean Holdings, Inc., Apr 24, 2026

DEF 14A of DigitalOcean Holdings, Inc.

Filed Apr 24, 2026 · FY20250001582961-26-000029

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF CLASS II DIRECTORS

    PROPOSAL 1: ELECTION OF CLASS II DIRECTORS

  2. General

    General Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may generally be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board presently has six members. There are two directors in the class whose term of office expires in 2026, each of whom has been nominated for re-election to the Board. If elected at the Annual Meeting, the Class II Directors would serve until the 2029 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or, if sooner, until their death, resignation or removal. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Directors are elected by a plurality of the votes of the shares present in person, by remote communication, or represented by proxy at the meeting and entitled to vote generally on the election of directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named in this Proxy Statement. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Company, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. The following is a brief biography as of the date of this Proxy Statement of the nominees and directors whose term will continue after the Annual Meeting.

  3. Nominee for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders

    Nominee for Election for a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders Warren Adelman, age 62, has served as a member of our Board since November 2020. Mr. Adelman served as our lead independent director from June 2022 to August 2023 and as our Executive Chairman from August 2023 to August 2024. In August 2024, Mr. Adelman was reappointed by the Board to serve as our lead independent director. Mr. Adelman also serves as the Managing Director of Nativ Group, a personal investment firm, where he has served in such capacity since 2013. Prior to founding Nativ Group, Mr. Adelman held a variety of positions at GoDaddy Inc., a publicly-traded domain name registrar, from 2003 to 2012, most recently serving as Chief Executive Officer. Mr. Adelman also served as a member of GoDaddy’s board of directors from 2006 to 2012. Mr. Adelman currently serves on the board of directors of several technology-related companies, including Acronis AG, where he serves as Chairman of the Board, Artlist Ltd., and Yotpo Ltd. Mr. Adelman also previously served on the board of directors of SendGrid, Inc. from April 2014 until its merger with Twilio Inc. in February 2019. Mr. Adelman holds a B.A. in Political Science and History from the University of Toronto. He also has been awarded more than 20 patents related to Internet infrastructure and security. We believe Mr. Adelman’s extensive experience with technology companies as both a director and an executive officer qualifies him to serve on our Board. Pueo Keffer, age 44, has served as a member of our Board since June 2015. Mr. Keffer currently serves as a Senior Managing Director at Access Technology Ventures, a venture and growth technology firm, where he has served in various capacities since April 2015. Mr. Keffer was a Partner at Redpoint Ventures, a venture capital firm, from January 2009 to April 2015. Previously, Mr. Keffer was an associate at TA Associates, a growth private equity firm, and a financial analyst at Goldman Sachs & Co. Mr. Keffer also currently serves on the board of Array Corporation, a privately-held software development company. He previously served on the board of Opendoor Technologies Inc., an operator of an online real estate marketplace. Mr. Keffer received a B.A. in Economics from Stanford University. We believe that Mr. Keffer’s extensive investment experience in the technology industry qualifies him to serve on our Board.

  4. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE CLASS II DIRECTOR NOMINEES NAMED ABOVE

    OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE CLASS II DIRECTOR NOMINEES NAMED ABOVE

  5. Class III Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Class III Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Pratima Arora, age 46, has served as a member of our Board since February 2021. Since April 2025, Ms. Arora has served as Chief Product Officer at Smartsheet Inc., a work management software company. From June 2021 to December 2024, Ms. Arora served as Chief Product and Technology Officer at Chainalysis Inc., a blockchain data platform. Prior to joining Chainalysis, Ms. Arora served as General Manager and Vice President of Confluence at Atlassian Corporation Plc, a provider of software development and collaboration tools, from September 2017 to June 2021. From June 2008 to September 2017, Ms. Arora worked at Salesforce.com, Inc., a cloud-based customer relationship management software service, where she most recently served as Vice President of Product Management. Previously, Ms. Arora worked in various roles at SAP SE, an enterprise software management system, and Intuit Inc., a financial services software company. Ms. Arora received a B.S. in Physics from Sri Venkateswara College, Delhi University, and an M.B.A. from the Walter A. Haas School of Business at the University of California, Berkeley. We believe Ms. Arora’s extensive experience in product management roles at technology companies qualifies her to serve on our Board. Warren Jenson, age 69, has served as a member of our Board since December 2020. Mr. Jenson served as President and Chief Financial Officer at Nielsen Holdings plc, a firm specializing in audience measurement, data, and analytics, where he served from April 2023 to December 2024. From February 2012 to April 2023, Mr. Jenson worked at LiveRamp (formerly known as Axiom), a software-as-a-service company that provides identity and data connectivity services, where he most recently served as President, Chief Financial Officer and Executive Managing Director of International. Previously, Mr. Jenson served in C-suite positions with Electronic Arts, Amazon.com, Delta Air Lines and the National Broadcasting Company. Mr. Jenson currently serves on the board of directors of the USC Marshall School of Business, the Marriott School of Business at Brigham Young University, Ripple Labs Inc., a provider of cryptocurrency solutions for businesses, and Dropbox, Inc., a cloud-based file storage and collaboration platform. Mr. Jenson previously served on the board of directors of Delivery Hero SE, Jobcase, Inc., Cardtronics plc, and DigitalGlobe, Inc. Mr. Jenson received a B.S. in Accounting and a Master of Accountancy—Business Taxation from Brigham Young University. We believe that Mr. Jenson’s extensive experience as both a director and an executive officer at several technology and prominent public and private companies qualifies him to serve on our Board.

  6. Class I Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Class I Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Padmanabhan Srinivasan, age 51, has served as our Chief Executive Officer and a member of our Board since February 2024. Prior to DigitalOcean, Mr. Srinivasan served as the Chief Executive Officer of GoTo (formerly LogMeIn, Inc.), a provider of software as a service and cloud-based remote work tools for collaboration and IT management, from August 2022 to February 2024 and, prior to serving in such capacity, Mr. Srinivasan served as the Chief Product and Technology Officer at GoTo from June 2020 to August 2022. From June 2019 to June 2020, Mr. Srinivasan served as General Manager, Data, Machine Learning Platform Services, Alexa AI at Amazon. Previously, from June 2013 to June 2019, Mr. Srinivasan held a variety of positions at GoTo, where he most recently served as Senior Vice President, Products, General Manager. Prior to GoTo, Mr. Srinivasan co-founded Opstera, Inc., a cloud monitoring and management startup, which was acquired by a subsidiary of Microsoft Corporation in 2012. Earlier in his career, Mr. Srinivasan held various product and engineering leadership positions at both Oracle Corporation and Microsoft. Mr. Srinivasan received a B.S. in Electrical and Electronic Engineering from the Birla Institute of Technology and Science and an M.B.A. from Southern Methodist University. We believe Mr. Srinivasan’s prior experience as a chief executive officer, extensive product and technical experience, as well as his insight into corporate matters as our Chief Executive Officer, make him a valuable member of the Board. Hilary Schneider, age 65, has served as a member of our Board since November 2020. She has served as the Chief Executive Officer of SimpliSafe, Inc., a provider of smart home security systems, since November 2025. Ms. Schneider served as the Chief Executive Officer of Shutterfly, Inc., a photography and image sharing company, from January 2020 to May 2023. From January 2018 to November 2019, Ms. Schneider served as the Chief Executive Officer of Wag Labs, Inc., an on-demand dog walking company. Ms. Schneider served as President, Chief Executive Officer and a director of LifeLock, Inc., a formerly publicly-traded provider of identity theft protection, identity risk assessment and fraud protection services, from March 2016 to February 2017 and President from 2012 to 2016. Previously, Ms. Schneider held senior leadership roles at Yahoo!, a media and technology company, Knight Ridder, Inc., a media company, and Red Herring Communications, a media company. Ms. Schneider currently serves on the board of directors of Vail Resorts, Inc., a global mountain resort operator, Getty Images, Inc., a global visual content creator and marketplace, and Sleep Number Corporation, a manufacturer of beds and bed accessories. Ms. Schneider previously served on the board of directors of Water.org from 2011 to 2025 and SendGrid, Inc. from July 2017 until its merger with Twilio Inc. in February 2019. Ms. Schneider holds a B.A. in Economics from Brown University and an M.B.A. from Harvard Business School. We believe Ms. Schneider’s extensive experience with technology companies as both a director and an executive officer qualifies her to serve on our Board.

  7. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  8. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the fiscal year ended December 31, 2025. Padmanabhan Srinivasan receives no compensation for his service on the Board and his compensation from the Company is set forth in the "Summary Compensation Table".

  9. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Warren Adelman | — | 296,920 | 296,920 | | Pratima Arora | 62,500 | 201,793 | 264,293 | | Warren Jenson | — | 277,920 | 277,920 | | Pueo Keffer | — | 264,363 | 264,363 | | Hilary Schneider | — | 272,563 | 272,563 | | Amy Butte(4) | 28,066 | — | 28,066 | | Christopher Merritt(4) | — | 21,222 | 21,222 |

  10. NON-EMPLOYEE DIRECTOR COMPENSATION

    ______________ (1)The amounts shown in this column reflect the cash fees that such non-employee directors received under our non-employee director compensation policy for the fiscal year ended December 31, 2025. Non-employee director fees are paid quarterly at the end of each fiscal quarter. (2)Pursuant to the non-employee director compensation policy, each of our non-employee directors has the option to be paid in the form of cash or fully-vested restricted stock unit (“RSU”) awards. Each of Ms. Schneider and Messrs. Adelman, Jenson, Keffer and Merritt elected to be paid in RSUs for fees earned with respect to the fiscal year ended December 31, 2025. In addition, pursuant to the non-employee director compensation policy, each of the non-employee directors as of the close of business on the date of our 2025 Annual Meeting of Stockholders automatically received an Annual Grant (as defined below). With respect to RSU grants, the number of shares of common stock granted to a director was based on a multi-day average of the price per share of our common stock on the NYSE over a trailing period, as determined by the Company. The grant date fair value was calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification, Topic 718 (“ASC Topic 718”) based on the closing stock price at the grant date. This amount does not reflect the actual economic value that may be realized by the director. The grant date fair values of the RSUs granted to our non-employee directors in 2025 are as follows:

  11. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Quarter Ended March 31, 2025 ($) | Annual Grant June 9, 2025 ($) | Quarter Ended June 30, 2025 ($) | Quarter Ended September 30, 2025 ($) | Quarter Ended December 31, 2025 ($) | Total ($) | | Warren Adelman | 21,937 | 201,793 | 24,247 | 22,477 | 26,466 | 296,920 | | Pratima Arora | — | 201,793 | — | — | — | 201,793 | | Warren Jenson | 16,461 | 201,793 | 19,764 | 18,344 | 21,558 | 277,920 | | Pueo Keffer | 14,424 | 201,793 | 15,936 | 14,791 | 17,419 | 264,363 | | Hilary Schneider | 14,992 | 201,793 | 17,165 | 17,729 | 20,884 | 272,563 | | Amy Butte | — | — | — | — | — | — | | Christopher Merritt | 11,520 | 9,702 | — | — | — | 21,222 |

  12. NON-EMPLOYEE DIRECTOR COMPENSATION

    (3)The following table sets forth (a) the aggregate number of outstanding RSUs held by each non-employee director as of December 31, 2025, and (b) the aggregate number of outstanding options held by each non-employee director as of December 31, 2025.

  13. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Total RSUs Held | Total Options Held | | Warren Adelman | 6,968 | 113,999 | | Pratima Arora | 6,968 | — | | Warren Jenson | 6,968 | 100,000 | | Pueo Keffer | 6,968 | — | | Hilary Schneider | 6,968 | 100,000 |

  14. NON-EMPLOYEE DIRECTOR COMPENSATION

    (4)Ms. Butte and Mr. Merritt resigned from our Board of Directors effective June 2025.

  15. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Under our DigitalOcean Holdings, Inc. Non-Employee Director Compensation Policy ("Non-Employee Director Compensation Policy"), each of our non-employee directors is eligible to receive compensation for service on the Board and committees of the Board as set forth below.

  16. Role of the Compensation Consultant

    Role of the Compensation Consultant For fiscal year 2025, the scope of Compensia’s engagement for the Compensation Committee included: •advising the Compensation Committee on executive compensation trends and regulatory developments; •researching, developing and reviewing the compensation peer group used for fiscal year 2025 executive compensation benchmarking; •presenting market data and analysis to assist the Compensation Committee in developing executive compensation levels, including appropriate salaries and the size and structures of target bonus amounts and equity awards for our executive officers, including our incoming executives; •reviewing market and peer group equity usage metrics with an understanding of our equity budget relative to market; •reviewing and advising on our overall equity strategy and guidelines; •advising on our non-employee director compensation program; •advising on our stock ownership guidelines for non-employee directors and executive officers; and •supporting other ad hoc matters throughout the year. The Compensation Committee has analyzed whether the work of Compensia as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC rules and stock exchange listing standards. Based on its analysis, the Compensation Committee determined that the work of Compensia during 2025 did not create any conflict of interest pursuant to the SEC rules and stock exchange listing standards.

  17. Use of Competitive Market Data

    Use of Competitive Market Data For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of publicly-traded technology companies against which we compete for executive talent and that are similar to us in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group is only one of several factors that the Compensation Committee considers, however, in formulating its recommendations with respect to the compensation of our executive officers. In July 2024, the Compensation Committee, with the assistance of Compensia, identified a group of companies that would be appropriate peers for fiscal 2025 compensation decisions, based on the following criteria: •Industry: software and technology companies •Revenue: 0.5x to 2.0x our trailing four quarters of revenue •Market Capitalization: 0.3x to 3.0x our 30-day average market capitalization The peer group of companies that the Compensation Committee referenced for purposes of fiscal year 2025 compensation decisions was as follows:

  18. Use of Competitive Market Data

    | Altair Engineering | Five9 | Rapid7 | | Appian | Freshworks | Smartsheet | | Asana | Jamf Holding | SolarWinds | | BigCommerce Holdings | Marqueta | Workiva | | Cloudflare | MongoDB | Zuora | | Commvault Systems | PagerDuty | | | Fastly | Progress Software | |

  19. Use of Competitive Market Data

    The Compensation Committee reviews our peer group at least annually and makes adjustments to its composition, if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. For 2025 compensation benchmarking, HashiCorp and Squarespace were removed from the peer group because they were subjects of pending acquisitions. Commvault Systems and Freshworks were added to the peer group because they met the targeted selection criteria and because of the comparable nature of their businesses. Using data compiled from the peer companies, Compensia completed an assessment of our executive compensation to inform the Compensation Committee’s determinations regarding executive compensation for 2025. Compensia prepared, and the Compensation Committee reviewed, a range of market data reference points with respect to base salary, performance-based cash bonuses, long-term equity compensation, total target cash compensation (base salary and annual target performance-based cash bonus) and total direct compensation (total target cash compensation and long-term equity compensation) of each of the executive officers. The Compensation Committee does not benchmark our named executive officers' compensation to a specific percentile of the market or of our peer companies. The Compensation Committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

  20. 2025 Executive Compensation Program

    | Compensation Element | How Payout is Determined | Performance Measures | Purpose | | Base Salary (fixed; paid in cash) | Compensation Committee reviews and determines base salary on an annual basis based on a number of factors, including company and individual performance and market data obtained from our independent compensation consultant | N/A | •Provides stable income for performing job responsibilities •Attracts highly-qualified executives | | Performance-Based Cash Bonus (variable; paid in cash) | Compensation Committee reviews target bonus percentages on an annual basis and determines executive bonus payouts based on predetermined corporate financial objectives | •Percentage of revenue growth •Adjusted free cash flow margin | •Motivates and rewards executives for achievement of company financial goals •Aligns management and stockholder interests by linking pay to financial performance | | Long-Term Equity Incentive - Time-Based RSUs (variable; paid in equity) | Compensation Committee reviews and determines amounts and terms of time-based RSU grants for executive officers annually based on a number of factors, including corporate and individual performance and market data obtained from our independent compensation consultant | Value of an RSU as of the date of vesting is based on stock price on the date of vesting, which links the awards to overall performance and the creation of value for our stockholders | •Represents 35% of the total annual long-term equity incentive award for our executive officers •Serves a retention function •Aligns management and stockholder interests by facilitating management ownership and tying value of award at vesting to stock price at vesting | | Long-Term Equity Incentive - PSUs (variable; paid in equity) | Compensation Committee reviews and determines amounts and terms of performance-based RSU (“PSU”) grants for executive officers, except our chief executive officer, annually based on a number of factors, including corporate and individual performance and market data obtained from our independent compensation consultant | •Annual run-rate revenue •Adjusted free cash flow margin •Value of a PSU as of the date of vesting is based on stock price on the date of vesting, which links the awards to the creation of value for our stockholders | •Represents 65% of the total annual long-term equity incentive award •PSUs further align interests with our stockholders in driving long-term company performance and growth in value. PSU vesting is contingent upon our achievement of specified corporate performance goals •Serves a retention function |

  21. Performance-Based Cash Bonus

    Performance-Based Cash Bonus Our annual performance-based cash bonus awards apply to certain key executives, including all of our named executive officers (with the exception of Mr. D'Angelo, who participates in our sales incentive compensation plan), the details of which are discussed more fully under "Sales Incentive Compensation Plan" below. The performance-based cash bonus awards provide incentive compensation that is specifically designed to motivate our executive officers to achieve annual financial objectives set by the Compensation Committee and to reward them for results and achievements in a given year. The annual target bonus opportunities for our executive officers are generally determined by the Compensation Committee in the first quarter of each year and expressed as a percentage of each individual’s annual base salary. After a review of the factors described in the section above, in February 2025, the Compensation Committee determined that the annual target bonus opportunity for each of our named executive officers (with the exception of Mr. D'Angelo) should remain the same as in the prior year. Bonuses are payable based on the target bonus percentage in effect as of the end of the applicable year for which the bonus is being paid and prorated based on any changes in salary throughout the year. The bonus payable is also prorated based on the number of days that the executive officer was employed by the Company during the relevant bonus year if the executive is hired during the year and remains employed with us on the bonus payment date. The target bonus opportunities approved for and amounts earned by our named executive officers for 2025 (other than Mr. D'Angelo) were as follows:

  22. Performance-Based Cash Bonus

    | Named Executive Officer | Target Bonus Opportunity (% of Base Salary) | Target Bonus Opportunity ($) | Actual Bonus Earned ($) | | Padmanabhan Srinivasan | 100% | 600,000 | 588,000 | | W. Matthew Steinfort | 80% | 432,000 | 423,360 | | Bratin Saha(1) | 80% | 410,060 | — |

  23. Performance-Based Cash Bonus

    (1)Mr. Saha resigned from the Company in November 2025 and was not eligible to receive any performance-based cash bonus for 2025. As disclosed in our proxy for fiscal year 2024, Mr. Saha received a spot bonus of $100,000 in March 2025 in recognition of his performance and service for 2024. Executive Bonus Goal Setting The Compensation Committee approved the initial performance metrics and their relative weighting for fiscal year 2025 performance-based cash bonus awards in April 2025. The targets against which performance is measured are generated through our annual budget and strategic planning process, which was reviewed with our Board and finalized in the first quarter of 2025. Consistent with the prior year, for 2025, the Compensation Committee determined that the total annual bonus opportunity for our executive officers would be solely based on predetermined corporate performance objectives, as discussed in further detail below, to further align the interests of our executive officers with the interests of our stockholders. For 2025, the Compensation Committee determined that three-quarters of the total annual bonus would be based on revenue and one quarter of the total annual bonus would be based on adjusted free cash flow margin (defined as net cash provided by operating activities less purchases of property and equipment, capitalized internal-use software costs, purchase of intangible assets and excluding cash paid for restructuring and other charges, acquisition related compensation, restructuring related charges, and acquisition and integration related costs, as a percentage of revenue). The Compensation Committee intended these goals to be challenging to attain based on an analysis of internal forecasts and external market factors. For purposes of calculating the bonus payout amount, when the determined achievement of the revenue component exceeds the specified target, accelerators are applied in order to reward the higher than expected performance. For both components, decelerators are applied if the actual results are lower than the performance target. The potential payout range for each of the revenue and adjusted free cash flow margin components (after applying the decelerator/accelerator factor) were 25-167% and 50-100%, respectively, of the executive’s target bonus opportunity for such component. With respect to the revenue component, the actual payout was set to be 25% for achievement at the threshold amount and up to the intermediate amount and then was determined based on a linear interpolation for achievement between the intermediate and target amounts and the target and maximum amounts. With respect to the adjusted free cash flow margin component, the actual payout was set to be 50% for achievement at the threshold amount and then was determined based on a linear interpolation for achievement between the threshold and target amounts. The impact of any acquisitions would be determined on a case-by-case basis during the course of the year. The Compensation Committee approved the revenue and adjusted free cash flow margin goals during the second quarter of 2025. The revenue and adjusted free cash flow margin goals for the 2025 performance-based cash bonus were as follows:

  24. Performance-Based Cash Bonus

    | | 2025 Revenue | | Weighted Percentage Payout | | Threshold | $880 | M | 18.75% | | Intermediate | $890 | M | 37.5% | | Target | $902 | M | 75% | | Maximum | $913 | M | 125.25% |

  25. Performance-Based Cash Bonus

    | | 2025 Adjusted Free Cash Flow Margin(1) | Weighted Percentage Payout | | Threshold | 16.0% | 12.5% | | Target (which is also Maximum) | 18.0% | 25% |

  26. Performance-Based Cash Bonus

    —————— (1)Adjusted free cash flow Margin is a non-GAAP financial measure. It is defined as net cash provided by operating activities less purchases of property and equipment, capitalized internal-use software costs, purchase of intangible assets and excluding cash paid for restructuring and other charges, acquisition related compensation, restructuring related charges, and acquisition and integration related costs, as a percentage of revenue. Fiscal Year 2025 Bonus Payouts In February 2026, achievement of the corporate performance goals for fiscal year 2025 was determined to be as follows: (i) revenue was $901 million, resulting in a 73% weighted payout with respect to such component; and (ii) adjusted free cash flow margin was 18.6%, resulting in a weighted payout of 25% with respect to such component. Since the total annual bonus opportunity was based entirely on the results of these metrics, each eligible executive officer earned 98% of such executive’s total annual bonus opportunity. Actual payouts for fiscal year 2025 are included in the table set forth above and the “Summary Compensation Table” below.

  27. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in an increasingly competitive market. Long-term incentive compensation opportunities in the form of equity awards are granted to our executive officers by the Compensation Committee. As with other elements of compensation, the Compensation Committee determines the amount of long-term equity incentive compensation for our executive officers as part of its annual compensation review in the first quarter of the year (absent extenuating circumstances) and after taking into consideration the individual officer’s responsibilities, performance and existing equity retention profiles, and the other factors described in “Factors Used in Determining Executive Compensation” above. For awards to executive officers other than our Chief Executive Officer, the Compensation Committee also takes into account the recommendations of our Chief Executive Officer with respect to appropriate grants and any particular individual circumstances. The amounts of the equity awards are intended to provide competitively-sized awards and resulting target total direct compensation opportunities that the Compensation Committee believes are reasonable and appropriate after taking into consideration the factors described herein. In 2025, the Compensation Committee determined to grant to Messrs. Steinfort, D'Angelo and Saha long-term equity incentive compensation awards. The Compensation Committee determined not to grant any long-term equity incentive compensation awards to Mr. Srinivasan due to the size of equity awards granted to him in connection with his hiring in 2024. The awards granted to Messrs. Steinfort, D'Angelo and Saha were as follows: (i) 35% of the total value of the long-term equity incentive compensation would be in the form of RSU awards, which vest over a four year period and settle for shares of our common stock; and (ii) 65% of the total value of the long-term equity incentive compensation would be in the form of PSU awards. Consistent with prior years, the Compensation Committee determined that the PSU awards would be earned contingent upon our achievement of corporate financial objectives for fiscal year 2025, as discussed in further detail below, and assuming achievement, the awards will vest over a three-year period (inclusive of the performance period). The Compensation Committee believed a one-year performance period for the PSU awards was appropriate to align with the performance period of our performance-based cash bonus plan, while also linking the PSUs to long-term performance by having them vest over a three-year vesting period. Since the value of RSU and PSU awards increases with any increase in the value of the underlying shares, these equity awards serve as an incentive that aligns the interests of our executive officers with the long-term interests of our stockholders. In addition, because the awards are subject to a multi-year vesting requirement, RSU and PSU awards serve our retention objectives since our executive officers generally must remain continuously employed by us through the applicable vesting dates to fully earn these awards. We believe that granting PSUs further aligns the interests of our executive officers with our stockholders in driving long-term company performance and growth in value. For 2025, the Compensation Committee determined that three-quarters of the PSU award would be based on the Company's annual run-rate revenue for the fourth quarter of fiscal year 2025 ("ARR") and one quarter of the PSU award would be based on adjusted free cash flow margin (as defined above). The Compensation Committee separated the ARR and adjusted free cash flow margin metrics such that achievement of the PSU was based on the achievement of each such metric independently and gave more weight to the ARR metric in an attempt to further prioritize the importance of increasing revenue growth. The Compensation Committee intended these goals to be challenging to attain based on an analysis of internal forecasts and external market factors. For purposes of calculating the percentage of PSU achievement, when the determined achievement of the ARR component exceeds the specified target, an accelerator is applied in order to reward the higher than expected performance. For both the ARR and adjusted free cash flow margin components, decelerators are applied if the actual results are lower than the performance targets. The potential payout range for each of the ARR and adjusted free cash flow margin components (after applying the decelerator/accelerator factor) were 25-233% and 50-100%, respectively, of the executive’s target bonus opportunity for such component, resulting in a potential maximum achievement of 200% of target. With respect to the ARR component, the actual payout was set to be 25% for achievement at the threshold amount and up to the intermediate amount and then was determined based on a linear interpolation for achievement between the intermediate and target amounts and the target and maximum amounts. With respect to the adjusted free cash flow margin component, the actual payout was set to be 50% for achievement at the threshold amount and then was determined based on a linear interpolation for achievement between the threshold and target amounts. The impact of any acquisitions would be determined on a case-by-case basis during the course of the year. The Compensation Committee approved the ARR and adjusted free cash flow margin goals in April 2025. The ARR and adjusted free cash flow margin goals for the 2025 PSU awards were as follows:

  28. Long-Term Equity Incentive Compensation

    | | 2025 ARR(1) | | Weighted Percentage of PSU Achievement | | Threshold | $936 | M | 18.75% | | Intermediate | $954 | M | 37.5% | | Target | $976 | M | 75% | | Maximum | $1022 | M | 175% |

  29. Long-Term Equity Incentive Compensation

    ——————— (1)ARR is non-GAAP financial measure. For purposes of the 2025 PSU awards, it is defined as total revenue for the fourth quarter of fiscal year 2025 times four.

  30. Long-Term Equity Incentive Compensation

    | | 2025 Adjusted Free Cash Flow Margin(1) | Weighted Percentage of PSU Achievement | | Threshold | 16.0% | 12.5% | | Target (which is also Maximum) | 18.0% | 25% |

  31. Long-Term Equity Incentive Compensation

    (1)Adjusted free cash flow Margin is a non-GAAP financial measure. It is defined as net cash provided by operating activities less purchases of property and equipment, capitalized internal-use software costs, purchase of intangible assets and excluding cash paid for restructuring and other charges, acquisition related compensation, restructuring related charges, and acquisition and integration related costs, as a percentage of revenue. The equity awards granted to our executive officers (other than Mr. Srinivasan) in April 2025 as part of our annual compensation review are set forth in the table below.

  32. Long-Term Equity Incentive Compensation

    | Named Executive Officer | RSUs Granted (number of shares)(1)(2) | PSUs Granted (target number of shares)(1)(3) | PSUs Granted (maximum number of shares)(1)(3) | Aggregate Grant Date Fair Value of Equity Awards Granted ($)(4) | | W. Matthew Steinfort | 40,671 | 75,532 | 151,064 | 3,815,235 | | Lawrence D'Angelo | 22,141 | 41,119 | 82,238 | 2,076,984 | | Bratin Saha | 42,704 | 79,308 | 158,616 | 4,005,958 |

  33. Long-Term Equity Incentive Compensation

    ______________ (1)The number of shares of our common stock subject to the RSU and PSU awards was determined by dividing the target values approved by the Compensation Committee for each award by the average closing market price of our common stock as reported on the NYSE for the 30 day period prior to March 1, 2025. Therefore, the target value approved by the Compensation Committee differs from the grant date fair value reported in the “Aggregate Grant Date Fair Value of Equity Awards Granted” column and in the “Summary Compensation Table” below. (2)The target value of the RSU awards approved by the Compensation Committee was $1,750,000 for Mr. Steinfort, $952,700 for Mr. D'Angelo, and $1,837,500 for Mr. Saha. The shares underlying the RSU awards vest in 16 equal quarterly installments beginning on June 1, 2025, subject to the named executive officer’s continuous service through each such vesting date. (3)The target value of the PSU awards approved by the Compensation Committee was $3,250,000 for Mr. Steinfort, $1,769,300 for Mr. D'Angelo, and $3,412,500 for Mr. Saha. The maximum number of shares of our common stock that may be earned under the PSU awards is based on 200% of the target value of the approved awards. Subject to achievement of certain 2025 financial performance targets as set forth above and the named executive officer’s continued service with the Company, the PSU awards vest as follows: (a) one-third of the shares underlying the PSU were eligible to vest on the later of (x) March 1, 2026, or (y) two trading days following the public release of our 2025 financial results, and (b) the remaining shares underlying the PSU vest in eight equal quarterly installments thereafter. (4)The grant date fair value was calculated in accordance with ASC Topic 718 based on the closing stock price on the grant date using the target value of the PSU awards, which represented the probable outcome of the performance conditions at the grant date. This amount does not reflect the actual economic value that may be realized by the named executive officer. In February 2026, the Compensation Committee determined that (i) ARR for the fourth quarter of fiscal year 2025 was $970 million, resulting in a weighted payout of 64% with respect to such component; and (ii) adjusted free cash flow margin for fiscal year 2025 was 18.6%, resulting in a weighted payout of 25% with respect to such component, resulting in the achievement of 89% of the target amounts for purposes of the 2025 PSU awards. The complete list of equity awards granted to our named executive officers in fiscal year 2025 are reported in the “Summary Compensation” and “Grants of Plan Based Awards” tables below. The Company did not grant stock options, stock appreciation rights, or similar instruments with option-like features in fiscal year 2025 and does not currently plan to grant such awards. Accordingly, the Company has no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.

  34. Special Multi-Year Market-Based CEO Award

    There is no pro-rata or straight-line interpolation vesting for achievement of a stock price target between the stock price targets, except in the event of a qualifying termination. If the stock price targets are achieved during the first three years following the grant date (the “First Performance Period”), 50% of the MRSUs eligible to vest will vest on the third anniversary of the grant date and the remaining 50% of the eligible MRSUs will vest on the fifth anniversary of the grant date. Each tranche of MRSUs whose stock price target was not achieved during the First Performance Period that is subsequently achieved during the period between the third anniversary of the grant date and fifth anniversary of the grant date (the “Second Performance Period”) will vest on the fifth anniversary of the grant date. The vesting of the MRSU is contingent upon Mr. Srinivasan’s continuous service with the Company through each applicable vesting date and any outstanding MRSUs that do not vest on or prior to the date of Mr. Srinivasan’s termination date will terminate and be forfeited; however, if Mr. Srinivasan is terminated without “cause” or resigns for “good reason” (each as defined in the Srinivasan Agreement, as defined below), to the extent any stock price targets set forth above are achieved prior to the termination date, the applicable MRSUs (including any earned but unvested MRSUs) will vest on the termination date. In the event of a “corporate transaction” (as such term is defined in the DigitalOcean Holdings, Inc. 2021 Equity Incentive Plan (the “2021 Plan”)), Mr. Srinivasan will be eligible to vest in the applicable MRSUs based on the higher achievement of any stock price targets achieved (x) prior to the corporate transaction or (y) based on the value of the per-share consideration received by Company stockholders in connection with the corporate transaction. As of December 31, 2025, none of the stock price targets had been met yet, and Mr. Srinivasan has not vested in any of the MRSUs. In April 2026, the conditions related to the Company Stock Price Target applicable to Tranche 1 of the MRSUs were met. Subject to Mr. Srinivasan's continued service through the applicable vesting dates, 50% of the Tranche 1 MRSUs will vest upon the Compensation Committee’s certification of Company Stock Price Target performance achievement in the first quarter of 2027, and the remaining 50% will vest upon the Compensation Committee's certification in the first quarter of 2029.

  35. Employment Arrangements

    Employment Arrangements We have entered into employment arrangements with each of our named executive officers. The arrangements generally provide for at-will employment without any specific term and set forth the named executive officer’s base salary then in effect, bonus potential, equity compensation opportunity, eligibility for employee benefits and eligibility for severance benefits upon a qualifying termination of employment (including in the event of terminations in connection with a change in control of the Company), which such severance benefits are subject to the executive officer's execution of a separation agreement. Further information regarding the employment agreements is set forth below in the section titled "Executive Compensation–Narrative Disclosure to the Summary Compensation Table" below. Further information regarding the potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective employment agreements and other agreements governing payments related to their employment is set forth in the section titled “Executive Compensation—Potential Payments Upon Termination or Change in Control” below.

  36. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, any pension or retirement plan or nonqualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2025, other than such plans made available to all of our salaried employees in the same location of residence as the respective executive officer. Our Board may elect to provide our executive officers and other employees with nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  37. Summary Compensation Table

    Summary Compensation Table The following table shows for the fiscal years indicated, compensation awarded to or paid to, or earned by, our named executive officers.

  38. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Padmanabhan Srinivasan(6) Chief Executive Officer | 2025 | 600,000 | — | — | 588,000 | 22,795 | 1,210,795 | | | 2024 | 534,091 | 600,000 | 26,542,417 | 503,528 | 20,959 | 28,200,994 | | W. Matthew Steinfort(6) Chief Financial Officer | 2025 | 540,000 | — | 3,815,235 | 423,360 | 21,794 | 4,800,389 | | | 2024 | 540,000 | — | 4,740,831 | 409,536 | 17,168 | 5,707,536 | | | 2023 | 470,625 | 252,000 | 20,413,917 | 241,488 | 10,690 | 21,388,720 | | Lawrence D'Angelo(6) Chief Revenue Officer | 2025 | 425,000 | — | 2,076,984 | 449,989 | 17,817 | 2,969,790 | | | 2024 | 188,889 | — | 4,115,943 | 179,434 | 1,634 | 4,485,899 | | Bratin Saha(6) Former Chief Product & Technology Officer | 2025 | 465,292 | — | 4,005,958 | — | 18,870 | 4,490,120 | | | 2024 | 270,833 | 100,000 | 14,698,121 | 216,394 | 9,006 | 15,294,354 |

  39. Summary Compensation Table

    ______________ (1)Messrs. Srinivasan, D'Angelo and Saha joined the Company in February 2024, June 2024 and July 2024, respectively; Mr. Steinfort joined the Company in January 2023; and Mr. Saha resigned from the Company in November 2025. Amounts shown represent the pro rata portion of salary earned by Mr. Saha during the fiscal years ended December 31, 2024, and December 31, 2025; the pro rata portion of salary earned by each of Messrs. Srinivasan and D'Angelo during the fiscal year ended December 31, 2024, and the pro rata portion of salary earned by Mr. Steinfort during the fiscal year ended December 31, 2023. (2)Amounts shown for Messrs. Srinivasan and Steinfort represent one-time signing bonuses awarded to the named executive officer in connection with the commencement of such named executive officer’s employment. The one-time signing bonuses were subject to repayment on a pro rata basis to the extent the executive officer’s employment was terminated voluntarily by the executive officer (excluding a termination for "good reason" in the case of Mr. Srinivasan) or by the Company for cause within 12 months of the named executive officer’s start date. The amount shown for Mr. Saha represents the additional bonus paid to him in March 2025 in recognition for his performance and service during the 2024 fiscal year. (3)Amounts shown represent the aggregate grant date fair value of equity awards granted to our named executive officers under our 2021 Plan, computed in accordance with ASC Topic 718 and using the assumptions discussed in "Note 2. Summary of Significant Accounting Policies–Stock-Based Compensation" of the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts for the PSU awards granted in fiscal years 2024 and 2025 included within the total amount in this column reflect the grant date fair value based upon the probable outcome of the performance conditions as of the grant date which is equal to the target levels for the performance goals. The grant date fair values of Mr. Steinfort's PSU awards for 2024 and 2025, assuming maximum achievement of all performance conditions, are $6,163,077 and $4,645,218, respectively. The grant date fair value of Mr. D'Angelo's PSU award for 2025, assuming maximum achievement of all performance conditions, is $2,528,819. The grant date fair value of Mr. Saha's PSU award for 2025, assuming maximum achievement of all performance conditions, is $4,877,442. The MRSU award granted to Mr. Srinivasan in fiscal year 2024 is subject to market conditions, and not performance conditions, as defined under ASC Topic 718, and therefore did not have a maximum grant date value that differed from the grant date fair value reported in the table. (4)Amounts shown represent the named executive officers’ total performance-based cash bonuses earned for each of the years presented, as applicable, based on the achievement of company and individual performance goals as determined by the Board and/or Compensation Committee. Pursuant to his employment agreement, Mr. Saha was entitled to a pro-rated bonus equal to the greater of (1) 100% of his target annual bonus or (2) the portion of the bonus actually achieved for fiscal year 2024. Accordingly, the amount shown for Mr. Saha for fiscal year 2024 represents a pro-rated bonus based on 100% of his target bonus opportunity. Messrs. Srinivasan, Saha and D’Angelo were eligible for prorated portions of their 2024 bonus based on the date that each such named executive officer commenced employment with the Company. Due to his resignation from the Company in November 2025, Mr. Saha was not eligible to receive a bonus for performance in 2025. (5)Amounts shown for 2025 represent the sum of 401(k) employer contributions, individual health savings account employer contributions, and life insurance premiums paid by us on behalf of our named executive officers for 2025.

  40. Summary Compensation Table

    | Name | Company 401(k) Match ($) | Life Insurance Premiums ($) | Company Contributions to HSA ($) | | Padmanabhan Srinivasan | 21,553 | 1,242 | — | | W. Matthew Steinfort | 17,705 | 2,322 | 1,767 | | Lawrence D'Angelo | 14,253 | 3,564 | — | | Bratin Saha | 17,731 | 1,139 | — |

  41. Summary Compensation Table

    (6)Messrs. Srinivasan, D'Angelo and Saha were not named executive officers for 2023. As a result, their compensation information for such year has been omitted.

  42. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table presents information regarding each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2025.

  43. Grants of Plan-Based Awards in 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(2) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Padmanabhan Srinivasan | Cash | — | 75,000 | 600,000 | 900,000 | — | — | — | — | — | | W. Matthew Steinfort | Cash | — | 54,000 | 432,000 | 648,000 | — | — | — | — | — | | | RSU(3) | 3/26/2025 | — | — | — | — | — | — | 40,671 | 1,492,626 | | | PSU(4) | 4/25/2025 | — | — | — | 9,442 | 75,532 | 151,064 | — | 2,322,609 | | Lawrence D'Angelo | Cash | — | — | 425,000 | 850,000 | — | — | — | — | — | | | RSU(3) | 3/26/2025 | — | — | — | — | — | — | 22,141 | 812,575 | | | PSU(4) | 4/25/2025 | — | — | — | 5,140 | 41,119 | 82,238 | — | 1,264,409 | | Bratin Saha | Cash | — | 51,258 | 410,060 | 615,090 | — | — | — | — | — | | | RSU(3) | 3/26/2025 | — | — | — | — | — | — | 42,704 | 1,567,237 | | | PSU(4) | 4/25/2025 | — | — | — | 9,914 | 79,308 | 158,616 | — | 2,438,721 |

  44. Grants of Plan-Based Awards in 2025

    (1)For each executive other than Mr. D'Angelo, the amounts shown in the “Target” column represent target bonus amounts for each named executive officer for 2025 and the amounts in the “Threshold” and “Maximum” columns represent 12.5% and 150% of the target dollar amount, respectively, as described in more detail in the section titled “Executive Compensation—Compensation Discussion and Analysis—Performance-Based Cash Bonus” above. For Mr. D’Angelo, the amount shown in the “Target” column represents his target sales incentive-based payment amount for 2025 and the amounts in the “Threshold” and “Maximum” columns represent 0% and 200% of the target dollar amount, respectively, as described in more detail in the section titled “Executive Compensation—Compensation Discussion and Analysis—Sales Incentive Compensation Plan - Mr. D'Angelo” above. The amounts shown do not represent the actual bonus payments received by our named executive officers for the fiscal year ended December 31, 2025. The dollar value of the actual bonus payments is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. (2)Amounts shown for RSU and PSU awards granted to our named executive officers represent the grant date fair value of such awards, computed in accordance with ASC Topic 718 and using the assumptions discussed in Note 2. Summary of Significant Accounting Policies–Stock-Based Compensation of the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. With respect to the PSU awards, amounts shown include the grant date fair value assuming achievement of the target number of each named executive officer’s PSU award. Such amounts do not reflect the actual economic value that may be realized by the named executive officers. (3)The shares underlying the RSUs vest in 16 equal quarterly installments beginning on June 1, 2025, subject to the named executive officer's continuous service through each such vesting date. (4)The PSUs were granted pursuant to our 2021 Plan and may be earned based on the achievement of certain financial targets. The number of shares shown in the “Target” column represents the target number of shares for the named executive officer and the number of shares in the “Threshold” and “Maximum” columns represent 12.5% and 200% of the target number of shares, respectively, as described in more detail in the section titled “Executive Compensation—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation” above. In February 2026, the Compensation Committee determined that the PSUs were achieved at 89.0% of the Target amount. All unachieved PSUs were canceled on the certification date.

  45. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2025. None of our named executive officers had any option awards outstanding as of December 31, 2025.

  46. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Padmanabhan Srinivasan | 2/12/2024 | 264,523(3) | 12,728,847 | — | — | | | 2/12/2024 | — | — | 289,767(4) | 13,943,588 | | W. Matthew Steinfort | 2/3/2023 | 120,806(5) | 5,813,185 | — | — | | | 3/1/2023 | 2,995(6) | 144,119 | — | — | | | 9/15/2023 | 44,430(7) | 2,137,972 | — | — | | | 4/11/2024 | 25,586(8) | 1,231,198 | — | — | | | 4/11/2024 | 33,367(9) | 1,605,620 | — | — | | | 3/26/2025 | 33,046(11) | 1,590,174 | — | — | | | 4/25/2025 | 67,223(12) | 3,234,771 | — | — | | Lawrence D'Angelo | 8/5/2024 | 84,900(10) | 4,085,388 | — | — | | | 3/26/2025 | 17,990(11) | 865,679 | — | — | | | 4/25/2025 | 36,595(12) | 1,760,951 | — | — |

  47. Outstanding Equity Awards at 2025 Fiscal Year End

    (1)All awards were granted pursuant to the 2021 Plan. (2)Market value is calculated based on the closing price of our common stock on December 31, 2025, the last trading day of the 2025 fiscal year, which was $48.12, as reported on the NYSE. (3)25% of the shares underlying this RSU award vested on March 1, 2025, and the remaining shares vest in 12 equal quarterly installments beginning on June 1, 2025, subject to the named executive officer's continuous service through each such vesting date. (4)Represents the number of shares eligible to vest with respect to the MRSU assuming achievement of all of the Company stock price goals. The actual number of shares eligible to vest is less than the amount reported in this column. If the stock price targets are achieved during the first three years following the grant date (the "First Performance Period"), 50% of the MRSUs eligible to vest will vest on the third anniversary of the grant date and the remaining 50% of the eligible MRSUs will vest on the fifth anniversary of the grant date. Each tranche of MRSUs whose stock price target was not achieved during the First Performance Period that is subsequently achieved during the period between the third anniversary of the grant date and fifth anniversary of the grant date (the “Second Performance Period”) will vest on the fifth anniversary of the grant date. (5)25% of the shares underlying this RSU award vested on December 1, 2023, and the remaining shares vest in 12 equal quarterly installments beginning on March 1, 2024, subject to the named executive officer's continuous service through each such vesting date. (6)The award was granted as PSUs, to be earned based on the Company’s 2023 financial performance. Amount shown represents the number of shares earned with respect to the PSU based on actual achievement of the financial performance level for 2023. One-third of the shares underlying the PSU award vested on March 1, 2024, and the remaining shares vest in eight equal quarterly installments beginning on June 1, 2024, subject to the named executive officer’s continuous service through each such vesting date. (7)25% of the shares underlying this RSU award vest on September 1, 2024, and the remaining shares vest in 12 equal quarterly installments beginning on December 1, 2024, subject to the named executive officer's continuous service through each such vesting date. (8)The shares underlying the RSUs vest in 16 equal quarterly installments beginning on June 1, 2024, subject to the named executive officer's continuous service through each such vesting date. (9)The award was granted as PSUs, to be earned based on the Company’s 2024 financial performance. Amount shown represents the number of shares earned with respect to the PSU based on actual achievement of the financial performance level for 2024. One-third of the shares underlying the PSU award vested on March 1, 2025, and the remaining shares vest in eight equal quarterly installments beginning on June 1, 2025, subject to the named executive officer’s continuous service through each such vesting date. (10)25% of the shares underlying this RSU award vest on June 1, 2025, and the remaining shares vest in 12 equal quarterly installments beginning on September 1, 2025, subject to the named executive officer's continuous service through each such vesting date. (11)The shares underlying the RSUs vest in 16 equal quarterly installments beginning on June 1, 2025, subject to the named executive officer's continuous service through each such vesting date. (12)The award was granted as PSUs, to be earned based on the Company’s 2025 financial performance. Amount shown represents the number of shares earned with respect to the PSU based on actual achievement of the financial performance level for 2025. One-third of the shares underlying the PSU award vested on March 1, 2026, and the remaining shares vest in eight equal quarterly installments beginning on June 1, 2026, subject to the named executive officer’s continuous service through each such vesting date.

  48. Options Exercised and Stock Vested in 2025

    Options Exercised and Stock Vested in 2025 The following table sets forth certain information regarding any option exercises and stock vested during the fiscal year ended December 31, 2025, with respect to our named executive officers. None of our named executive officers exercised any option awards during the fiscal year ended December 31, 2025.

  49. Options Exercised and Stock Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Padmanabhan Srinivasan | 205,739 | 7,818,679 | | W. Matthew Steinfort | 223,882 | 8,185,849 | | Lawrence D'Angelo | 55,091 | 1,755,828 | | Bratin Saha | 153,034 | 4,672,492 |

  50. Options Exercised and Stock Vested in 2025

    ______________ (1)The value realized on vesting is determined by multiplying the number of vested RSUs and PSUs by the closing price of our common stock on the vesting date or, in the event the vesting date is not a trading date, the closing price of our common stock on the trading day immediately following the vesting date, each as reported by the NYSE.

  51. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Current Named Executive Officers Severance Benefits--Executive Officers (General Terms) Pursuant to the employment agreements with our named executive officers, if such officer resigns for “good reason” or we terminate his employment without “cause” (each as defined in the applicable employment agreement), then the named executive officer will be eligible to receive the following severance benefits (less applicable withholdings): (1) severance pay equal to 100% of the named executive officer’s then-current base salary for a period of six months, paid in installments; and (2) reimbursement of health insurance premiums for the named executive officer and his eligible dependents from the last day of employment until the earlier of: (i) six months, (ii) the time the named executive officer accepts employment with another employer that provides comparable benefits, or (iii) the date the named executive officer ceases to be eligible for COBRA continuation coverage. Alternatively, if the named executive officer resigns for good reason or his employment is terminated without cause by us or a successor, in either case within three months prior to or within 12 months following a “change in control” (as defined in the applicable employment agreement), the named executive officer will be eligible to receive the following severance benefits (less applicable withholdings): (1) severance pay equal to 100% of the named executive officer’s then-current base salary for a period of 12 months, paid in a single lump sum within 60 days following the named executive officer’s last day of employment; (2) payment in lump sum of any earned but unpaid annual bonus for the year preceding the year of termination (not applicable in the case of Mr. Steinfort), (3) a payment of the named executive officer's annual bonus for the year of termination, calculated at 100% achievement of all company and individual performance objectives, paid in a single lump sum within 60 days following the named executive officer’s last day of employment (provided that Mr. D'Angelo's bonus would be prorated and Mr. Srinivasan's would be treated as described below); and (4) reimbursement of health insurance premiums for the named executive officer and his eligible dependents from the last day of employment until the earlier of: (i) 12 months, (ii) the time the named executive officer accepts employment with another employer that provides comparable benefits, or (iii) the date the named executive officer ceases to be eligible for COBRA continuation coverage. In addition, 100% of the shares subject to the equity awards granted to the named executive officer that are subject to time-based vesting will vest and become exercisable. Further, if the named executive officer dies or is “disabled” (as defined in the 2021 Plan and subject to the criteria set forth in the applicable employment agreement), the named executive officer’s employment with us will terminate and either the named executive officer or his estate will be entitled to receive the following severance benefits (less applicable withholdings): (1) severance pay equal to 100% of the named executive officer’s then-current base salary for a period of six months, paid in installments; and (2) if eligible based on the terms set forth in the award agreements governing the named executive officer’s equity pursuant to the 2021 Plan, acceleration of all of the named executive officer’s outstanding equity awards. In addition, in the event any of the payments or benefits that the named executive officer receives from the Company or that are otherwise paid or will become payable to the named executive officer would constitute a “parachute payment” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the named executive officers would be entitled to receive a "payment" (as defined in the applicable employment agreement) equal to either (1) the largest portion of the payment that would result in no portion of the payment (after reduction) being subject to the related excise tax, or (2) the largest portion, up to and including the total, of the payment, whichever amount (i.e., the amount determined by clause (1) or by clause (2)), after taking into account all applicable federal, state, and local employment taxes, income taxes, and the related excise tax (all computed at the highest applicable marginal rate), results in the named executive officer’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the payment may be subject to the excise tax. As a condition to receiving any severance benefits described above or below, the named executive officer (or a representative of his estate) must sign and not revoke a general release agreement in a form reasonably acceptable to the Company. Padmanabhan Srinivasan The foregoing summary applies to Mr. Srinivasan’s employment agreement with the following enhancements: (1) all references to benefits paid for six months are replaced with 12 months; (2) all references to benefits paid for 12 months are replaced with 18 months; (3) in the event of his resignation for good reason or termination without cause (other than in connection with a change in control), 100% of the shares subject to the equity awards granted to Mr. Srinivasan that are subject to time-based vesting that are scheduled to vest over the 12-month period following the termination date will vest; and Mr. Srinivasan is entitled to a bonus calculated at 100% achievement of all company and individual performance objectives (except, if he has not yet received his prior year annual bonus payout, he will instead receive his prior year annual bonus at target); (4) in the event of his resignation for good reason or termination without cause in either case within three months prior to or within 12 months following a change in control, Mr. Srinivasan is entitled to a bonus calculated at 150% achievement of all company and individual performance objectives, provided that, if such resignation or termination occurs prior to payment of the prior year’s bonus, Mr. Srinivasan will only be entitled to payment of such prior year’s bonus and will not be entitled to payment of his annual bonus for the year of employment termination. W. Matthew Steinfort and Lawrence D'Angelo The foregoing "General Terms" summary applies to Mr. Steinfort and Mr. D'Angelo with no modifications, provided that different terms would have applied to Mr. Steinfort under Mr. Steinfort’s employment agreement, had he resigned for good reason or his employment had been terminated by us without cause on or before September 15, 2025. The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective employment agreement, as described above, assuming their employment was terminated as of the last business day of fiscal year 2025, including in connection with a change in control ("CIC"). Mr. Saha resigned from the Company in November 2025 and did not receive any severance benefits in connection with his resignation.

  52. Potential Payments Upon Termination or Change in Control

    | Name | Type of Termination | Base Salary ($) | Bonus ($) | Accelerated Vesting of Equity Awards ($)(1) | Continuation of Insurance Coverage ($) | Total ($) | | Padmanabhan Srinivasan | Termination without Cause or for Good Reason | 600,000 | 600,000 | 5,657,228(2) | 46,572 | 6,903,800 | | | Termination without Cause or for Good Reason in connection with a CIC(3) | 900,000 | 900,000 | 12,728,847(2) | 69,858 | 14,598,705 | | | Termination in the case of Death or Disability(4) | 600,000 | — | — | — | 600,000 | | W. Matthew Steinfort | Termination without Cause or for Good Reason(5) | 270,000 | — | — | 18,030 | 288,030 | | | Termination without Cause or for Good Reason in connection with a CIC(3) | 540,000 | 432,000 | 16,156,867(5) | 36,060 | 17,164,927 | | | Termination in the case of Death or Disability(4) | 270,000 | — | — | — | 270,000 | | Lawrence D'Angelo | Termination without Cause or for Good Reason | 212,500 | — | — | 17,718 | 230,218 | | | Termination without Cause or for Good Reason in connection with a CIC(3) | 425,000 | 425,000 | 6,929,713(5) | 35,436 | 7,815,149 | | | Termination in the case of Death or Disability(4) | 212,500 | — | — | — | 212,500 |

  53. Potential Payments Upon Termination or Change in Control

    ______________ (1)The value of accelerated vesting of unvested RSUs and PSUs is based upon the closing price of our common stock on December 31, 2025, the last trading day of the 2025 fiscal year, as reported on the NYSE, multiplied by the number of units accelerated. (2)Amount shown does not include the value of any acceleration under the MRSU award. Under the terms of the MRSU award agreement, any MRSUs that did not meet the stock price requirement as of the termination of Mr. Srinivasan’s employment for any reason will be forfeited. The minimum stock price requirement was not met as of December 31, 2025, and as a result we have not considered any part of the MRSU award to be achieved for the purposes of the table. (3)Represents change in control (as defined in the 2021 Plan) severance benefits based on a double-trigger arrangement, which assumes the named executive officer is terminated without “cause” or resigns for “good reason” (as such terms are defined in the named executive officer’s employment agreement) within three months prior to or 12 months following a change in control of the Company. (4)Represents benefits based on termination in the case of a named executive officer’s death or disability (as defined in the 2021 Plan or any of the agreements governing the named executive officer’s employment, as applicable). (5)Amount shown includes the acceleration of target PSUs granted in 2025. Pursuant to the terms of the PSU awards, in the event of a termination without cause or resignation for good reason in connection with a change in control during or on the last day of the performance period for the PSUs, the number of achieved PSUs shall be determined as the greater of (i) the target number of PSUs and (ii) the projected number of PSUs that would have been achieved during a performance period ending on the corporate transaction effective date. In the event such achieved PSUs are not assumed or substituted, all such PSUs will accelerate and vest immediately prior to the effective date of the change in control.

  54. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (except our Chief Executive Officer). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. We identified our median compensated employee from all full-time, part-time, and temporary employees globally as of a determination date of December 31, 2025. We did not include any contractors or other non-employee workers in our employee population. We used a consistently applied compensation measure consisting of annual base salary, annual bonus target or annual sales incentive target in effect as of the determination date. Non-United States employees’ compensation was converted to U.S. dollar equivalents using applicable exchange rates as of the determination date (or in the case the determination date is not a business day, such business day immediately preceding the determination date). For purposes of determining the CEO Pay Ratio for 2025, Mr. Srinivasan's fiscal year 2025 annual total compensation as determined under Item 402 of Regulation S-K was $1,210,795, as reported in the Summary Compensation Table. The annual total compensation as determined under Item 402 of Regulation S-K of our median employee for fiscal year 2025 was $114,748. The ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our median employee for fiscal year 2025 is 11 to 1. The CEO Pay Ratio for 2025 was much lower than the CEO Pay Ratio for 2024 because Mr. Srinivasan was not granted any Company equity awards in 2025.

  55. Pay Versus Performance

    Pay Versus Performance We are required by SEC rules to disclose the following information regarding compensation paid to each person who served as our Chief Executive Officer (our “PEO”) during the year and our other named executive officers (collectively, our “non-PEO NEOs”). The amounts set forth below under the headings “Compensation Actually Paid (Prior PEO)” and "Compensation Actually Paid (Current PEO)" and “Average Compensation Actually Paid to non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. The footnotes below set forth the adjustments from the total compensation for each of our NEOs reported in the Summary Compensation Table above. The following table sets forth additional compensation information of our PEO and our non-PEO NEOs, along with total shareholder return (“TSR”), net income and revenue, our "Company-Selected Measure" for fiscal years 2021, 2022, 2023, 2024, and 2025. In 2024, given the increased weighting on revenue as a performance metric for our cash bonus and PSU awards, we changed our Company Selected Measure to revenue growth from the sum of our revenue growth and adjusted free cash flow margin.

  56. Pay Versus Performance

    | | Summary Compensation Table Total | | Compensation Actually Paid | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year(1) | Prior PEO(2) ($) | Current PEO(2) ($) | Prior PEO ($) | Current PEO ($) | Average Summary Compensation Table Total for non-PEO NEOs(2) ($) | Average Compensation Actually Paid to non-PEO NEOs ($) | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(3) ($) | Net Income ($ in thousands) | Revenue Growth (4) | | 2025 | — | 1,210,795 | — | 7,482,274 | 4,086,766 | 2,400,276 | 113.22 | 253.38 | 259,262 | 15% | | 2024 | 508,353 | 28,200,994 | (58,777,872) | 23,259,000 | 11,960,045 | 9,625,761 | 80.16 | 204.26 | 84,492 | 13% | | 2023 | 1,044,885 | — | 29,952,755 | — | 11,964,892 | 12,112,489 | 86.33 | 149.52 | 19,409 | 20% | | 2022 | 797,179 | — | (200,132,194) | — | 4,430,909 | (13,942,162) | 59.93 | 94.73 | (27,804) | 34% | | 2021 | 82,536,062 | — | 293,335,312 | — | 7,774,582 | 13,883,786 | 189.01 | 131.92 | (19,503) | 35% |

  57. Pay Versus Performance

    ______________ (1)The PEO and non-PEO NEOs included in the above compensation table reflect the following:

  58. Pay Versus Performance

    | Year | Prior PEO | Current PEO | Non-PEO NEOs | | 2025 | — | Padmanabhan Srinivasan | W. Matthew Steinfort, Lawrence D'Angelo, Bratin Saha | | 2024 | Yancey Spruill | Padmanabhan Srinivasan | W. Matthew Steinfort, Bratin Saha, Lawrence D'Angelo, Muhammad Aaqib Gadit | | 2023 | Yancey Spruill | — | W. Matthew Steinfort, William Sorenson, Muhammad Aaqib Gadit, Gabriel Monroy, Megan Wood | | 2022 | Yancey Spruill | — | William Sorenson, Carly Brantz, Jeffrey Guy, Gabriel Monroy | | 2021 | Yancey Spruill | — | Gabriel Monroy, Alan Shapiro |

  59. Pay Versus Performance

    (2)In determining the compensation actually paid (“CAP”) to our PEO and our non-PEO NEOs, we deducted or added back the following amounts from or to the total amounts of compensation reported in the table above for the 2025 fiscal year. Grant date fair value represents the grant date fair value of equity-based awards granted in each year. Fair value adjustments reflect adjustments to the value of equity awards as calculated in accordance with the rules prescribed under Item 402(v) of Regulation S-K and in accordance with ASC Topic 718, which included the categories of adjustments as set forth below. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. For additional information regarding the determination of fair value, see "Note 2. Summary of Significant Accounting Policies–Stock-Based Compensation" of the audited consolidated financial statements included in our Annual Report.

  60. Pay Versus Performance

    | | 2025 ($) | | PEO | Current PEO | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | — | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | — | | +/- Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 5,148,724 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | +/- Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 1,122,755 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Total Added (or Deducted) | 6,271,479 |

  61. Pay Versus Performance

    | Non-PEO NEOs | 2025 ($) (Average) | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (3,299,392) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 2,556,431 | | +/- Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 1,461,673 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 191,969 | | +/- Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 38,700 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (2,635,871) | | Total Added (or Deducted) | (1,686,490) |

  62. Pay Versus Performance

    (3)Peer Group TSR reflects the Company’s peer group (S&P Information Technology Index) used in the stock performance graph contained in our Annual Report. The values assume $100 was invested in each of our common stock and our peer group index at their respective closing prices on March 24, 2021 (the date our common stock commenced trading on the NYSE), including the reinvestment of dividends. (4)Represents GAAP revenue for the years indicated. In 2024, we changed our Company-Selected Measure from the sum of our revenue growth and adjusted free cash flow margin to revenue growth as described above. Accordingly, the Company-Selected Measure has been updated to show revenue growth for 2023, 2022 and 2021. (5)Amount shown reflects restated net income as reflected in our restated consolidated financial statements for the fiscal year ended December 31, 2022.

  63. Pay versus Performance Descriptive Disclosure

    Pay versus Performance Descriptive Disclosure The graphs below show the relationships between CAP to each of our PEOs and the average CAP to our non-PEO NEOs to each of (i) the Company’s TSR and the TSR of the S&P Information Technology Index, (ii) our net income and (iii) our Company-Selected Measure, revenue growth.

  64. Pay versus Performance Tabular List

    Pay versus Performance Tabular List For fiscal year 2025, the following represent the most important financial performance measures used by us to link Compensation Actually Paid to our named executive officers for fiscal year 2025 to Company performance:

  65. Pay versus Performance Tabular List

    | Performance Measure | | Revenue growth | | Adjusted free cash flow margin | | Annual run-rate revenue |

  66. Pay versus Performance Tabular List

    All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.