Datadog founder files Form 144 for $13M share sale under 10b5-1 plan

Rhea-AI Filing Summary

Datadog, Inc. (DDOG) – Form 144 filing overview

The filing is a Form 144 notice covering the proposed sale of 100,754 Class A common shares of Datadog, Inc. through Morgan Stanley Smith Barney LLC. Based on the filing, the shares have an aggregate market value of US $13.18 million and represent roughly 0.03 % of the 319,498,060 shares outstanding. The transaction is expected to occur on 25 June 2025 on NASDAQ.

Prior insider activity – The document also discloses sales executed during the past three months under a Rule 10b5-1 plan for Olivier Pomel:

• 9 Jun 2025 – 107,365 shares sold for US $13.07 million
• 2 Jun 2025 – 15,227 shares sold for US $1.78 million
• 1 May 2025 – 107,365 shares sold for US $11.35 million
• 7 Apr 2025 – 107,365 shares sold for US $9.38 million

Including the newly proposed transaction, the insider has either sold or plans to sell ~437,000 shares (≈0.14 % of shares outstanding) for gross proceeds exceeding US $49 million within a four-month window.

The filing states that the seller “does not know any material adverse information” and that sales are made pursuant to a pre-arranged Rule 10b5-1 plan, which can mitigate concerns of opportunistic trading. No new operational, earnings, or strategic information is provided in the Form 144; its sole purpose is to notify the market of the intended sale.

Positive

• Sale conducted under a Rule 10b5-1 plan, indicating the trades were pre-arranged and reducing concerns over selective information.
• Proposed sale equals only 0.03 % of shares outstanding, limiting dilution and market-supply impact.

Negative

• Founder-linked insider selling of US $13.18 million worth of shares, following ~US $36 million in sales over the prior three months.
• Aggregate insider sales of ~0.14 % of outstanding shares in a short window may signal reduced insider confidence and could pressure sentiment.

Insights

Securities Analyst

TL;DR – Small-percentage sale under 10b5-1; neutral market impact.

The proposed 100,754-share sale equals roughly 0.03 % of Datadog’s float, a fractional dilution unlikely to affect supply–demand dynamics. The presence of a 10b5-1 plan signals pre-scheduled diversification rather than reactive selling and reduces insider-trading risk. However, cumulative insider sales of ~437k shares (>US $49 m) since April may be viewed cautiously by momentum investors. Because no new business fundamentals are disclosed, I view the filing as informational and largely neutral for valuation.

Corporate Governance Analyst

TL;DR – Continuous insider selling could weigh on sentiment.

Although Rule 10b5-1 plans legitimize trades, investors often interpret sustained founder selling as a potential confidence signal. The founder-associated sales total ~0.14 % of shares outstanding in four months, sizable in dollar terms even if modest in percentage. Absent offsetting insider purchases, governance watchers may mark this as a negative sentiment indicator, especially ahead of Datadog’s mid-year earnings cycle. The plan’s disclosure satisfies regulatory requirements but does not eliminate perception risk, warranting a cautiously negative stance.

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

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	100754	13181645.82	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	07/08/2010	Founders Shares	Issuer			100754	07/08/2010	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 Plan for OLIVIER POMEL 620 8th Avenue New York NY 10018	Class A Common	06/09/2025	107365	13067743.08
OLIVIER POMEL 620 8th Avenue New York NY 10018	Class A Common	06/02/2025	15227	1779137.91
10b5-1 Sales Plan for OLIVIER POMEL 620 8th Avenue New York NY 10018	Class A Common	05/01/2025	107365	11349921.36
10b5-1 Sales Plan for OLIVIER POMEL 620 8th Avenue New York NY 10018	Class A Common	04/07/2025	107365	9375788.20

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 the latest Form 144?

100,754 Class A common shares are proposed for sale.

What is the market value of the shares covered by this Form 144?

The filing lists an aggregate market value of US $13.18 million for the shares to be sold.

When is the planned sale date for the shares?

The approximate sale date disclosed is 25 June 2025.

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

The document details 314,322 shares sold between April and June 2025, plus 15,227 on 2 June, totaling 337,282 shares prior to the new notice.

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

About 0.03 % of the 319,498,060 shares outstanding.

Are the sales made under a Rule 10b5-1 trading plan?

Yes. The filing references a 10b5-1 sales plan for Olivier Pomel, indicating pre-arranged trades.