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Datadog (NASDAQ: DDOG) completes move from Delaware to Nevada

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Datadog, Inc. has completed a legal move of its corporate home from Delaware to Nevada by conversion, following stockholder approval at an April 21, 2026 special meeting. The change was effected at 11:59 p.m. Eastern Time the same day.

Each outstanding share of Class A and Class B common stock of the Delaware corporation automatically became one corresponding share of the Nevada corporation with the same par value, and existing stock certificates and book-entry positions remain valid. Outstanding stock options, restricted stock units, performance stock units and other equity awards similarly converted into equivalent Nevada-based awards on the same terms.

The company states that the redomiciliation did not change its business, management, assets, liabilities or contracts, and its Class A common stock continues to trade on the Nasdaq Global Select Market under the symbol “DDOG”. The filing notes that certain stockholder rights have changed under the new Nevada charter and bylaws, as described in the previously distributed proxy statement.

Positive

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Insights

Datadog shifts from Delaware to Nevada while keeping operations and capital structure intact.

Datadog has converted from a Delaware to a Nevada corporation after stockholder approval. All Class A and Class B shares and equity awards now reference the Nevada entity on a one-for-one basis, avoiding economic or trading disruptions while changing the governing legal framework.

The company emphasizes that its business, management, contracts, and financial obligations remain unchanged aside from transaction costs. However, the filing notes that stockholder rights have changed under the new Nevada charter and bylaws, with details contained in the earlier proxy statement, which is key for understanding voting and litigation rights.

The special meeting vote shows substantial participation, with more than 332 million votes for and about 199.6 million against the move. Future company documents governed by Nevada law, including the referenced S-8 registration statements, will rely on the Nevada legal opinion incorporated by reference.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective time of redomiciliation 11:59 p.m. Eastern Time Effective Time on April 21, 2026
Votes for redomiciliation 332,195,858 votes Special meeting approval of Nevada conversion
Votes against redomiciliation 199,605,477 votes Special meeting vote on Nevada conversion
Abstentions on redomiciliation 351,779 votes Special meeting vote on Nevada conversion
Par value Class A stock $0.00001 per share Nevada Corporation Class A Common Stock
Par value Class B stock $0.00001 per share Nevada Corporation Class B Common Stock
Redomiciliation regulatory
"approved a proposal to redomicile the Company (the “Redomiciliation”) from a corporation organized under the laws of the State of Delaware"
Redomiciliation is when a company legally changes its country of incorporation while keeping the same business and assets, like moving a house to a new neighborhood but keeping the same furniture. Investors care because the company then follows a different set of laws and tax rules, which can change shareholder rights, reporting standards, dividend treatment and the ease of trading the stock, potentially affecting risk and return.
Plan of Conversion regulatory
"from a corporation organized under the laws of the State of Delaware ... by means of a plan of conversion (the “Plan of Conversion”)"
A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.
Nevada Charter regulatory
"articles of incorporation with the Nevada Secretary of State (the “Nevada Charter”)"
Nevada Bylaws regulatory
"The Company also adopted new bylaws (the “Nevada Bylaws”) in connection with the Redomiciliation."
indemnification agreement financial
"the Company also entered into a new indemnification agreement with each of its officers and directors"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Registration Statements on Form S-8 regulatory
"incorporated by reference into the Company’s Registration Statements on Form S-8"

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FAQ

What corporate change did Datadog (DDOG) disclose in this 8-K?
Datadog disclosed that it completed a redomiciliation from Delaware to Nevada by conversion. The Nevada corporation replaced the Delaware corporation as the parent entity, while the company’s operations, management, assets, liabilities, and contracts remained the same apart from redomiciliation-related costs.

How does Datadog’s move to Nevada affect DDOG shareholders and their stock?
Each outstanding share of Datadog’s Delaware Class A and Class B common stock automatically became one corresponding share of Nevada common stock. Existing stock certificates and book-entry positions remain valid, and the Class A common stock continues to trade on the Nasdaq Global Select Market under the symbol “DDOG.”

Were Datadog’s equity awards changed by the redomiciliation to Nevada?
Each outstanding stock option, restricted stock unit, performance stock unit, equity or equity-based award, and similar right linked to Delaware shares became an equivalent right linked to Nevada shares. The number of underlying shares and all existing terms and conditions for these awards stayed the same after conversion.

Did Datadog’s redomiciliation to Nevada change its business or contracts?
Datadog states the redomiciliation did not change its business, jobs, management, properties, locations, number of employees, obligations, assets, liabilities, or net worth, apart from costs. The company also notes that its material contracts and related rights and obligations continue unchanged under the Nevada corporation.

How did Datadog (DDOG) stockholders vote on the move from Delaware to Nevada?
Class A and Class B stockholders, voting together as a single class, approved the redomiciliation proposal. The final tally was 332,195,858 votes for, 199,605,477 votes against, and 351,779 abstentions at the April 21, 2026 special meeting described in the filing.

Did DDOG stockholder rights change after Datadog’s move to Nevada?
The filing states that certain stockholder rights changed as a result of the redomiciliation to Nevada. Details on the Plan of Conversion, Nevada articles of incorporation, bylaws, and resulting stockholder rights are described in the company’s proxy statement, which is incorporated by reference.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2026

 

 

DATADOG, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Nevada   001-39051   27-2825503

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

620 8th Avenue, 45th Floor,

New York, NY

   10018
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (866) 329-4466

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of Each Exchange
on Which Registered

Class A Common Stock, par value $0.00001 per share   DDOG  

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

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”):

 

  •  

the Company’s domicile changed from the State of Delaware to the State of Nevada;

 

  •  

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

 

  •  

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.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

To the extent required, the information set forth above under Item 3.03 is hereby incorporated by reference into this Item 5.03.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company held the Special Meeting on April 21, 2026. In accordance with the Company’s amended and restated certificate of incorporation as then in effect, the Company’s Class A stockholders were entitled to one vote per share and the Company’s Class B stockholders were entitled to ten votes per share. The stockholders considered the proposal to redomicile the Company from the State of Delaware to the State of Nevada by conversion at the Special Meeting, which is described in more detail in the Proxy Statement. The final results for the votes regarding the proposal are set forth below.

The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved the proposal to redomicile the Company from the State of Delaware to the State of Nevada by conversion. The votes regarding this proposal were as follows:

 

For

  

Against

  

Abstain

332,195,858

   199,605,477   351,779

 

Item 8.01

Other Events.

A legal opinion of Brownstein Hyatt Farber Schreck, LLP regarding the validity of certain shares of the Company’s common stock under Nevada law is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-233903, 333-237176, 333-254229, 333-270280 and 333-285819), filed with the SEC on September 23, 2019, March 13, 2020, March 12, 2021, March 3, 2023, and March 14, 2025, respectively.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

2.1    Plan of Conversion of Datadog, Inc.
3.1    Articles of Incorporation of Datadog, Inc.
3.2    Bylaws of Datadog, Inc.
5.1    Opinion of Brownstein Hyatt Farber Schreck, LLP.
10.1    Form of Indemnification Agreement between Datadog, Inc., and its directors and officers.
104    Cover Page Interactive Data File (embedded within the inline XRBL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 22, 2026

 

DATADOG, INC.
(Registrant)
By:  

/s/ Kerry Acocella

    Name:    Kerry Acocella
    Title:    General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

Other Documents