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Datadog (DDOG) CRO Walters receives 121,178 performance-based shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Datadog Chief Revenue Officer reports equity award vesting. Sean Michael Walters reported acquiring 121,178 shares of Datadog Class A common stock on February 5, 2026 at a price of $0 per share, reflecting performance-based restricted stock units that were earned under criteria set in an April 1, 2025 grant.

After this transaction, Walters beneficially owned 292,832 Class A shares directly, plus 8 shares held indirectly by his son. The earned performance stock units will vest over time, with a portion scheduled for March 1, 2026 and the rest in equal quarterly installments, subject to his continued service at Datadog.

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Insider Walters Sean Michael
Role Chief Revenue Officer
Type Security Shares Price Value
Grant/Award Class A Common Stock 121,178 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 292,832 shares (Direct); Class A Common Stock — 8 shares (Indirect, By Son)
Footnotes (1)
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Form 4 Insider Transactions: What Each Field Means →
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).
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*
Walters Sean Michael
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Revenue Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026
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 02/05/2026 A 121,178(1) A $0 292,832 D
Class A Common Stock 8 I By Son
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
Explanation of Responses:
1. On April 1, 2025, the Reporting Person was granted restricted stock units, the vesting of which was subject to both performance-based and service-based criteria ("PSUs"). The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such earned PSUs will vest as to service as to 1/4 of the shares on March 1, 2026 and 1/12 of the remaining shares on each June 1, September 1, December 1 and March 1 thereafter, subject in each case to the Reporting Person remaining in Continuous Service (as defined in the Issuer's 2019 Equity Incentive Plan) of the Issuer as of each such date.
Remarks:
/s/ Kerry Acocella, Attorney-in-Fact 02/09/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Datadog (DDOG) report for Sean Michael Walters?

Datadog reported that Chief Revenue Officer Sean Michael Walters acquired 121,178 Class A common shares on February 5, 2026 at $0 per share. The shares were earned from previously granted performance-based restricted stock units after meeting specified performance criteria.

How many Datadog (DDOG) shares does Sean Michael Walters own after this Form 4?

After the reported transaction, Sean Michael Walters beneficially owned 292,832 Datadog Class A shares directly, plus 8 shares held indirectly by his son. These holdings reflect his equity compensation and family-related ownership disclosed in the Form 4 filing.

What is the origin of the 121,178 Datadog (DDOG) shares reported in this Form 4?

The 121,178 shares came from performance stock units granted on April 1, 2025. Those units were subject to both performance and service conditions, and the reported amount represents units earned after Datadog’s performance criteria were achieved under that incentive grant.

How will the earned Datadog (DDOG) performance stock units vest over time?

The earned performance stock units will vest 25% on March 1, 2026, with the remaining shares vesting in equal installments each June 1, September 1, December 1, and March 1. Vesting continues only if Sean Michael Walters remains in continuous service with Datadog.

What does the $0 price per Datadog (DDOG) share mean in this insider filing?

The $0 price indicates these shares were received as equity compensation rather than bought on the market. They stem from restricted stock units that converted into Class A common shares once Datadog’s performance targets and related service conditions for the grant were satisfied.