DDOG Insider Notice: 6,731 RSU Shares Listed for Sale via Morgan Stanley

Rhea-AI Filing Summary

Datadog, Inc. (DDOG) Form 144 summary: This notice reports a proposed sale of 6,731 Class A Common shares acquired as RSU/PSU on 09/01/2025, with an aggregate market value of $936,484.03 and approximately 323,270,704 shares outstanding. The sale is planned on 09/11/2025 through Morgan Stanley Smith Barney LLC on NASDAQ.

The filing also discloses recent sales by the same person: 10,622 shares sold 09/02/2025 for $1,421,721.77 and two prior 10b5-1 sales (9,469 and 9,468 shares) in July and June 2025 with gross proceeds shown. The filer affirms no undisclosed material adverse information and references Rule 10b5-1 trading instructions where applicable.

Positive

• Use of Rule 10b5-1 plans for prior sales, indicating pre-planned, compliant insider liquidity
• Clear disclosure of acquisition type (RSU/PSU), broker, and aggregate market value for the proposed sale

Negative

• Insider selling activity in the past three months (multiple transactions totaling >29,000 shares sold) which could be interpreted as executive liquidity
• Proposed sale creates additional share supply, though the amount is immaterial relative to total outstanding shares

Insights

Securities Analyst

TL;DR: Small insider sale from recently vested RSUs; prior 10b5-1 sales indicate pre-planned liquidity rather than ad-hoc disposal.

The filing shows a proposed sale of 6,731 shares valued at about $0.94M, a de minimis portion of outstanding shares (323M). The presence of multiple 10b5-1 transactions in the past three months suggests the seller is using pre-established plans to realize compensation value. For investors, this is routine insider liquidity and not a material supply shock to the float based on quantities disclosed.

Corporate Governance Expert

TL;DR: Disclosure appears procedurally compliant; signer attests no undisclosed material adverse information.

The Form 144 identifies RSU/PSU vesting as the acquisition source and lists broker execution via Morgan Stanley Smith Barney, aligning with standard executive sale mechanics. The explicit attestation regarding material information and the use of 10b5-1 plans reflect adherence to insider trading protocols. No governance red flags are evident from the information provided alone.

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	6731	936484.03	323270704	09/11/2025	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	09/01/2025	RSU/PSU	Issuer			6731	09/01/2025	N/A

* 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
SEAN MICHAEL WALTERS 620 8th Avenue, 45th Floor New York NY 10018	Common	09/02/2025	10622	1421721.77
10b5-1 Sales for SEAN MICHAEL WALTERS 620 8th Avenue, 45th Floor New York NY 10018	Class A Common	07/03/2025	9469	1420350.00
10b5-1 Sales for SEAN MICHAEL WALTERS 620 8th Avenue, 45th Floor New York NY 10018	Class A Common	06/17/2025	9468	1183500.00

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 shares does the DDOG Form 144 propose to sell?

The notice proposes the sale of 6,731 Class A Common shares acquired as RSU/PSU, with an aggregate market value of $936,484.03.

Who will execute the sale on behalf of the filer?

The broker listed is Morgan Stanley Smith Barney LLC, with execution planned on the NASDAQ exchange.

Were there recent related sales by the same person?

Yes. The filer sold 10,622 shares on 09/02/2025 for $1,421,721.77, and two 10b5-1 sales on 07/03/2025 (9,469 shares, $1,420,350.00) and 06/17/2025 (9,468 shares, $1,183,500.00).

How large is the proposed sale relative to outstanding shares?

The proposed 6,731 shares are small relative to the reported 323,270,704 outstanding shares, and therefore not material by share count alone.

What type of acquisition produced the shares being sold?

The shares being sold were acquired as RSU/PSU vesting on 09/01/2025 from the issuer.

Does the filer certify any material undisclosed information?

By signing the notice, the filer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.