[144] Datadog, Inc. SEC Filing

Rhea-AI Filing Summary

Datadog, Inc. (DDOG) – Form 144 insider selling notice

The filing discloses that an insider – identified in the table of prior sales as Amit Agarwal – intends to sell 23,058 Class A common shares through Morgan Stanley Smith Barney on or about 25 June 2025. At the filing’s reference price, the proposed transaction is valued at $3.02 million. The shares represent only 0.007 percent of Datadog’s total 319.5 million shares outstanding, signalling a relatively minor dilution impact.

The same insider has already executed a series of Rule 10b5-1 programmed sales over the past three months, disposing of an additional 150,000 shares for gross proceeds of $16.79 million. Transaction dates were 1 May, 14 May, 28 May and 11 June 2025, with block sizes of 25,000–75,000 shares per trade.

Because Form 144 is a notice, not a definitive sale confirmation, the transaction could still be modified or cancelled. Nevertheless, the disclosure provides visibility into ongoing insider monetisation. Investors typically watch Form 144 filings as a sentiment gauge: multiple sales within a short window may raise questions about management’s view of valuation, although the absolute percentage of ownership being sold here is small and the Form 144 language affirms that no undisclosed adverse information is known to the filer.

Positive

• None.

Negative

• Insider selling trend: Aggregate 173,058 shares (including proposed sale) disposed or slated for sale within four months, which may be viewed as a sentiment head-wind.

Insights

Financial Analyst

TL;DR: Minor insider sale (23k shares) follows recent 150k programmed disposals; negligible dilution, modest negative sentiment.

This Form 144 shows Amit Agarwal’s intention to sell 23,058 Datadog Class A shares (~$3.0 M). Combined with the 150 k shares already sold since May, insider outflow reaches ~$19.8 M over four months, but still less than 0.06 % of shares outstanding. From a valuation standpoint the absolute size is immaterial and should not affect EPS or free-float. However, cluster selling can create short-term headline pressure if investors interpret it as reduced conviction, especially after a strong YTD run-up in DDOG’s share price. Given the 10b5-1 structure and the routine nature of liquidity programmes, I view the impact as neutrally skewed with a modestly negative sentiment bias rather than a fundamental red flag.

Corporate Governance Specialist

TL;DR: Filing signals transparent, Rule 10b5-1-compliant insider liquidity; governance impact neutral.

The notice confirms adherence to Rule 144 and cites prior 10b5-1 plan adoption, indicating that trades are pre-scheduled. Such structured programmes mitigate material-non-public-information risk and align with best-practice governance. The representation that no undisclosed adverse facts exist further lessens regulatory concern. Because the planned sale equals just 0.007 % of the float, no ownership-control implications arise. I therefore classify the governance impact as neutral; investors should monitor cumulative selling trends but need not infer wrongdoing or strategic shift.

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	23058	3016678.14	319498060	06/25/2025	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	09/01/2023	Restricted Stock Units	Issuer			23058	09/01/2023	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
10b5-1 Sales for AMIT AGARWAL 620 8th Avenue New York NY 10018	Class A Common	06/11/2025	25000	2986560.00
10b5-1 Sales for AMIT AGARWAL 620 8th Avenue New York NY 10018	Class A Common	05/28/2025	25000	2925507.50
10b5-1 Sales for AMIT AGARWAL 620 8th Avenue New York NY 10018	Class A Common	05/14/2025	25000	2966630.00
10b5-1 Sales for AMIT AGARWAL 620 8th Avenue New York NY 10018	Class A Common	05/01/2025	75000	7911487.50

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

How many Datadog (DDOG) shares are proposed for sale in this Form 144?

The filing covers 23,058 Class A common shares.

What is the estimated market value of the proposed DDOG share sale?

The aggregate market value is approximately $3.02 million.

When is the approximate sale date for the shares?

The filer lists 25 June 2025 as the anticipated sale date.

How many Datadog shares has the insider sold in the past three months?

Previous 10b5-1 trades total 150,000 shares, generating $16.79 million in gross proceeds.

What percentage of Datadog’s outstanding shares does the planned sale represent?

Only about 0.007 % of the 319.5 million shares outstanding.

Does the Form 144 confirm the sale has occurred?

No. Form 144 is a notice of intent; the transaction can still be modified or cancelled.