[144] Datadog, Inc. SEC Filing

Rhea-AI Filing Summary

Datadog, Inc. (DDOG) filed a Form 144 reporting a proposed sale of 33,333 Class A common shares through Morgan Stanley Smith Barney, with an aggregate market value of $4,621,620.45 and an approximate sale date of 09/16/2025 on NASDAQ. The filing states these shares were acquired on 04/07/2021 via previously exercised stock options and paid in cash. Recent related activity disclosed two sales in the past three months: 44,444 shares on 09/15/2025 for $6,148,307.41 and 23,058 shares on 06/25/2025 for $3,017,522.06, both identified as 10b5-1 sales. The filer certifies no undisclosed material adverse information and references reliance on Rule 10b5-1 where applicable.

Positive

• Securities were acquired by exercise of options on 04/07/2021, indicating a non-market purchase origin
• Prior sales used Rule 10b5-1 plans, suggesting preplanned, compliance-oriented dispositions rather than opportunistic insider trading

Negative

• Proposed sale is sizable (33,333 shares; ~$4.62M), which could be perceived negatively if the insider holds material influence
• Filing omits filer relationship and post-sale ownership, limiting investors' ability to assess material governance impact

Insights

Securities Analyst

TL;DR: Insider plans a significant sale of DDOG shares; prior 10b5-1 executions indicate prearranged selling rather than opportunistic disposition.

The Form 144 shows a proposed disposition of 33,333 Class A shares valued at about $4.62 million, following two 10b5-1 sales earlier this year that together generated about $9.17 million. The shares were acquired via option exercise in 2021 and are being sold through Morgan Stanley Smith Barney. From an investor perspective, clustered insider sales under 10b5-1 plans can signal portfolio diversification or tax-liability management rather than new negative information, particularly since the filer affirms no undisclosed material adverse facts. The filing does not disclose the insider's role, percentage ownership post-sale, or any use of proceeds.

Corporate Governance Expert

TL;DR: The filing is procedural and consistent with standard insider liquidity; materiality depends on insider stake size which is not disclosed here.

The notice documents a routine Rule 144 filing for shares acquired by option exercise and sold via an executing broker. The presence of prior 10b5-1 plan sales reduces the likelihood of sales tied to undisclosed adverse developments, supporting compliance with trading-plan best practices. However, the form omits details such as the filer’s relationship to the issuer and remaining holdings, which are relevant to assess potential governance or signaling implications. Without those details, governance impact cannot be fully judged.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	33333	4621620.45	323270704	09/16/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	04/07/2021	Previously Exercised Stock Options	Issuer			33333	04/07/2021	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for AGARWAL 2018 FAMILY TRUST 620 8th Avenue, 45th Floor New York NY 10018	Class A Common	09/15/2025	44444	6148307.41
10b5-1 Sales for AMIT AGARWAL 620 8th Avenue, 45th Floor New York NY 10018	Class A Common	06/25/2025	23058	3017522.06

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Datadog (DDOG) Form 144 report?

The Form 144 reports a proposed sale of 33,333 Class A shares through Morgan Stanley Smith Barney with an aggregate market value of $4,621,620.45, targeted for 09/16/2025 on NASDAQ.

How were the shares acquired that are being sold?

The securities were acquired on 04/07/2021 via previously exercised stock options and paid for in cash.

Have there been recent related insider sales for DDOG?

Yes. The filing discloses two prior 10b5-1 sales: 44,444 shares on 09/15/2025 for $6,148,307.41 and 23,058 shares on 06/25/2025 for $3,017,522.06.

Through which broker will the proposed sale be executed?

The proposed sale will be executed through Morgan Stanley Smith Barney LLC, Executive Financial Services.

Does the filing state whether the seller knows of undisclosed material information?

The filer signs a certification representing that they do not know any material adverse information about the issuer that has not been publicly disclosed.