| Item 3.03 |
Material Modification to Rights of Shareholders. |
On April 21, 2026, at a special meeting of stockholders (the “Special Meeting”) of Datadog, Inc. (the “Company”), the stockholders of the Company approved a proposal to redomicile the Company (the “Redomiciliation”) from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Nevada (the “Nevada Corporation”) by means of a plan of conversion (the “Plan of Conversion”) and adopted the resolutions of the board of directors of the Company approving the Redomiciliation, as described in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026 (the “Proxy Statement”).
On April 21, 2026, the Company effected the Redomiciliation pursuant to the Plan of Conversion by filing (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) articles of conversion with the Nevada Secretary of State and (iii) articles of incorporation with the Nevada Secretary of State (the “Nevada Charter”). The Company also adopted new bylaws (the “Nevada Bylaws”) in connection with the Redomiciliation.
At 11:59 p.m., Eastern Time, on April 21, 2026 (the “Effective Time”):
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the Company’s domicile changed from the State of Delaware to the State of Nevada; |
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the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada; and |
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the Company ceased to be governed by the Company’s existing amended and restated certificate of incorporation and amended bylaws and instead became governed by the Nevada Charter and the Nevada Bylaws. |
The Redomiciliation did not result in any change in the business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Redomiciliation). The Redomiciliation did not adversely affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Redomiciliation. In connection with the Redomiciliation, the Company also entered into a new indemnification agreement with each of its officers and directors in the form filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
At the Effective Time, each outstanding share of Class A common stock, par value $0.00001 per share, of the Delaware Corporation (the “Delaware Corporation Class A Common Stock”) became one outstanding share of Class A common stock, par value $0.00001 per share, of the Nevada Corporation (the “Nevada Corporation Class A Common Stock”), and each outstanding share of Class B common stock, par value $0.00001 per share, of the Delaware Corporation (the “Delaware Corporation Class B Common Stock”) became one outstanding share of Class B common stock, par value $0.00001 per share, of the Nevada Corporation (the “Nevada Corporation Class B Common Stock”).
Stockholders are not required to exchange their existing stock certificates or book entry entitlements for new stock certificates or book entry entitlements, respectively. At the Effective Time, each outstanding stock option, restricted stock unit, performance stock unit, equity or equity-based award or other right to acquire any, or any instrument to convert into or exchange for, or based on the value of, Delaware Corporation Class A Common Stock or Delaware Corporation Class B Common Stock, as applicable, became a stock option, restricted stock unit, performance stock unit, equity or equity-based award or other right to acquire any, or any instrument to convert into or exchange for, or based on the value of, the same amount of Nevada Corporation Class A Common Stock or Nevada Corporation Class B Common Stock, as applicable, under the same terms and conditions. The Nevada Corporation Class A Common Stock continues to be traded on the NASDAQ Global Select Market under the symbol “DDOG”.
As described in the Proxy Statement, certain rights of the Company’s stockholders were changed as a result of the Redomiciliation. A more detailed description of the Plan of Conversion, the Nevada Charter, the Nevada Bylaws and the effects of the Redomiciliation is set forth in the Proxy Statement under “Proposal—Approval of the Redomiciliation of the Company from the State of Delaware to the State of Nevada by Conversion,” which description is incorporated herein by reference. Copies of the Plan of Conversion, the Nevada Charter and the Nevada Bylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
