DDOG insider: Pomel acquires Class B shares while selling Class A under 10b5-1

Rhea-AI Filing Summary

Datadog insider transaction: Olivier Pomel

Datadog CEO and director Olivier Pomel reported transactions on 08/27/2025 showing a same-day exchange: he acquired 11,195 shares of Class B common stock (convertible into Class A) and sold 11,195 shares of Class A common stock at $130 per share. The sale was made pursuant to a 10b5-1 plan dated September 13, 2024. Following these transactions, the filing shows Mr. Pomel beneficially owns 548,715 shares of Class A common stock and, on a derivative basis, 8,544,102 shares of Class A common stock (reflecting convertible Class B holdings and other derivative positions). The form was signed by an attorney-in-fact on 08/29/2025.

Positive

• Sale executed under a 10b5-1 plan, indicating the transaction was pre-planned and aiming to avoid opportunistic insider trading concerns
• Substantial retained ownership: the reporting person continues to beneficially own significant Class A and derivative shares (548,715 and 8,544,102 respectively), maintaining alignment with shareholders

Negative

• Reported sale of 11,195 Class A shares at $130 could be perceived negatively by some investors despite being under a 10b5-1 plan

Insights

Financial Analyst

TL;DR: Routine insider sale under a pre-established 10b5-1 plan with a simultaneous conversion-class acquisition; impact is neutral to marginal.

The filing documents a contemporaneous acquisition of 11,195 Class B shares and a sale of 11,195 Class A shares at $130 each on 08/27/2025. The sale was executed under a 10b5-1 plan dated 09/13/2024, which typically indicates pre-planned liquidity rather than opportunistic trading. Post-transaction beneficial ownership remains substantial at 548,715 Class A shares plus 8,544,102 shares on a derivative basis, so control and alignment with shareholders are largely intact. No new debt, compensation grants, or material corporate actions are disclosed here.

Corporate Governance Expert

TL;DR: Transaction aligns with standard governance practices; disclosure appears complete and compliant.

The combination of a sale under a documented 10b5-1 plan and acquisition of convertible Class B shares is consistent with governance and insider-trading protocols that permit planned sales while maintaining voting/ownership interests through Class B holdings. The filing lists the CEO as both director and officer and provides conversion mechanics for Class B shares. There are no indications of undisclosed related-party transfers or material deviations from Section 16 reporting requirements in the provided content.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pomel Olivier

(Last) (First) (Middle)

C/O DATADOG, INC.

620 8TH AVENUE, 45TH FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Datadog, Inc. [ DDOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/27/2025		C(1)		11,195	A	(1)	559,910	D
Class A Common Stock	08/27/2025		S(2)		11,195	D	$130	548,715	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	08/27/2025		C(1)			11,195	(1)	(1)	Class A Common Stock	11,195	$0	8,544,102	D

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the earliest of: (i) any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, (ii) the death of the Reporting Person in the case of shares held directly or in a trustee capacity, and (iii) the tenth anniversary of the Issuer's initial public offering of its Class A Common Stock.

2. Shares sold pursuant to a 10b5-1 plan dated September 13, 2024.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Datadog CEO Olivier Pomel report on Form 4 (DDOG)?

The Form 4 reports that on 08/27/2025 Olivier Pomel acquired 11,195 Class B shares and sold 11,195 Class A shares at $130 per share.

Was the sale of DDOG shares by Olivier Pomel part of a trading plan?

Yes. The filing states the sale was made pursuant to a 10b5-1 plan dated September 13, 2024.

How many DDOG shares does Olivier Pomel beneficially own after the transactions?

Following the reported transactions he beneficially owns 548,715 Class A shares and, on a derivative basis, 8,544,102 Class A shares as reported in the form.

What is the conversion feature of the Class B shares reported?

Each Class B share is convertible at any time into one Class A share and will automatically convert upon certain events, including most transfers, death in specified cases, or the tenth anniversary of the IPO, per the filing explanation.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 08/29/2025.