[8-K] Datadog, Inc. Reports Material Event

Rhea-AI Filing Summary

Datadog, Inc. disclosed the appointment of Ms. Vora to its Board and clarified there is no arrangement or family relationship affecting her selection and no material transactions requiring disclosure. The company will compensate her under its Amended and Restated Non-Employee Director Compensation Policy, increasing her initial restricted stock unit grant from $400,000 to $600,000 as an inducement and to align her interests with stockholders. The grant equals $600,000 divided by the closing price of Class A common stock on the grant date and vests in three equal annual installments over three years, subject to continuous service.

Positive

• Initial RSU grant increased to $600,000 from $400,000, as stated by the Board
• Compensation aligns director and stockholder interests through equity-based award and multi-year vesting
• No arrangements, family relationships, or material interests were reported concerning Ms. Vora

Negative

• None.

Insights

Financial Analyst

TL;DR: Board appointed an independent director with an enhanced equity grant; compensation structure is disclosed but not materially financial in isolation.

The filing confirms the appointment of Ms. Vora and states explicitly there are no selection arrangements, familial ties, or reportable related-party interests. The Board increased the initial RSU grant from $400,000 to $600,000 and tied the share count to the closing price on the grant date, with vesting in three equal annual installments subject to service. This is a governance and compensation disclosure; it does not provide financial statement effects, share counts, or grant-date price.

Corporate Governance Expert

TL;DR: Governance disclosure details director independence and enhanced inducement award with standard service-based vesting.

The company explicitly states there is no arrangement or family relationship concerning Ms. Vora and no material interests under Item 404(a). The Board cites competitive recruitment and alignment with stockholders as reasons for increasing the initial Director RSU award to $600,000, calculated by dividing that dollar amount by the closing share price on the grant date and vesting over three years in equal installments. The filing provides clear compensation mechanics but omits grant-date share count and exact grant date.

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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): September 11, 2025

Datadog, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

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)

(866) 329-4466

(Registrant’s Telephone Number, Including Area Code)

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:

☐						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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 11, 2025, the Board of Directors (the “Board”) of Datadog, Inc. (the “Company”) increased the size of the Board from nine to ten members and appointed Ami Vora as a Class I director of the Company to fill the resulting vacancy, each effective September 11, 2025. Ms. Vora's term will expire at the Company’s Annual Meeting of Stockholders to be held in 2026. Ms. Vora has not been, and is not currently expected to be, named to any committee of the Board at this time.

There is no arrangement or understanding between Ms. Vora and any other person pursuant to which she was selected as a director, and there is no family relationship between Ms. Vora and any of the Company’s other directors or executive officers. Ms. Vora has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Vora will receive compensation pursuant to our Amended and Restated Non-Employee Director Compensation Policy (“Director Compensation Policy”), as described in the “Non-Employee Director Compensation Policy” section of the Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on April 18, 2025. As an inducement for Ms. Vora to join our Board in a highly competitive market, in recognition of her extensive professional experience and expected contributions to the Company, and in order to further align her interests with those of our stockholders, the Board increased the amount of the initial grant of restricted stock units payable to Ms. Vora under the Director Compensation Policy upon her appointment from $400,000 to $600,000. Ms. Vora’s initial grant covers the number of shares of our Class A common stock equal to (A) $600,000 divided by (B) the closing sales price per share of our Class A common stock on the grant date, and will vest in three equal annual installments over the three-year period following the grant date, subject to continuous service through each applicable vesting date.

SIGNATURES

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

Datadog, Inc.

Date: September 11, 2025

By:

/s/ Kerry Acocella

Kerry Acocella

General Counsel and Secretary

FAQ

Who is being appointed to the Datadog (DDOG) board?

The filing appoints Ms. Vora to the Board and states there is no arrangement or family relationship related to her selection.

What compensation will Ms. Vora receive as a Datadog director?

Ms. Vora will be paid under the company’s Amended and Restated Non-Employee Director Compensation Policy and received an initial RSU grant increased to $600,000.

How is the number of shares for the RSU grant determined?

The number of shares equals $600,000 divided by the closing sales price per share of Datadog Class A common stock on the grant date.

What is the vesting schedule for Ms. Vora’s RSU grant?

The RSU grant vests in three equal annual installments over three years, subject to continuous service through each vesting date.

Did the company disclose any related-party transactions involving Ms. Vora?

The filing states Ms. Vora has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.