[Form 4] Datadog, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 144 filing overview: Donaldson Company, Inc. (DCI) has submitted a Form 144 indicating the proposed sale of up to 45,808 common shares through Morgan Stanley Smith Barney LLC on the NYSE. The filing lists an aggregate market value of $3.29 million for the shares and an approximate sale date of 07/10/2025. The shares were acquired the same day via cash exercise of employee stock options.

Insider selling activity: The notice also discloses that Tod Carpenter sold 14,192 shares during the prior three months (sales on 07/08/2025 and 07/09/2025) for total gross proceeds of $1.01 million. When combined with the new notice, Carpenter could dispose of up to 60,000+ shares within a short window.

Ownership context: With 116,519,946 shares outstanding, the proposed 45,808-share sale represents approximately 0.04 % of total shares, suggesting limited dilution risk but providing a datapoint on insider sentiment.

Regulatory notes: Under Rule 144, the filer certifies that no undisclosed material adverse information exists and that volume and manner-of-sale limits are observed. The broker listed will conduct the sale on the open market.

Positive

• None.

Negative

• Insider plans to sell 45,808 shares worth $3.29 M, which can signal reduced confidence or create short-term stock overhang.
• The same insider sold 14,192 additional shares within the last three months, intensifying selling pressure perceptions.

Insights

Securities Analyst

TL;DR: Insider plans to sell 45.8k DCI shares worth $3.3 M; modest size but may pressure short-term sentiment.

Impact assessment: The filing is modest in scale—about 0.04 % of shares outstanding—yet insider sales often draw investor scrutiny. Coupled with recent 14.2k-share disposals, the cumulative selling may raise questions about management’s outlook even if mechanically linked to option exercises. Market impact should be limited given DCI’s liquidity, but short-term perception could skew negative.

Corporate Governance Expert

TL;DR: Repeated sales by a key insider highlight transparency but can fuel governance-related concerns.

The Form 144 maintains compliance with disclosure rules and affirms no undisclosed adverse information; this is good governance practice. However, investors often interpret clustered sales—45.8k shares now plus 14.2k recently—negatively, particularly when the insider is a senior executive. Although the percentage is small, boards should ensure clear communication of trading-plan motives to mitigate perception risk.

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)
07/08/2025

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	07/08/2025		C(1)		21,728	A	$0.9092	570,443	D
Class A Common Stock	07/08/2025		C(1)		11,196	A	$0	581,639	D
Class A Common Stock	07/08/2025		S(2)		700	D	$143.51(3)	580,939	D
Class A Common Stock	07/08/2025		S(2)		1,500	D	$144.6113(4)	579,439	D
Class A Common Stock	07/08/2025		S(2)		15,595	D	$145.7299(5)	563,844	D
Class A Common Stock	07/08/2025		S(2)		12,893	D	$146.5168(6)	550,951	D
Class A Common Stock	07/08/2025		S(2)		2,236	D	$147.3359(7)	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
Stock Option (Right to Buy)	$0.9092	07/08/2025		M			38,118	(8)	10/24/2027	Class B Common Stock	38,118	$0	1,029,174	D
Class B Common Stock	(1)	07/08/2025		M		38,118		(1)	(1)	Class A Common Stock	38,118	$0	8,594,221	D
Class B Common Stock	(1)	07/08/2025		C(1)			32,924	(1)	(1)	Class A Common Stock	32,924	$0	8,561,297	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.

3. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $142.98 to $143.86. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $144.12 to $145.04. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $145.12 to $146.11. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $146.12 to $147.10. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

7. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $147.12 to $147.64. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

8. Option is fully vested and exercisable.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	07/10/2025
	** 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

How many Donaldson (DCI) shares are being proposed for sale in this Form 144?

The filing covers up to 45,808 common shares.

What is the market value of the shares listed in the DCI Form 144?

The aggregate market value is $3,285,006.20.

When is the approximate sale date for the DCI shares?

The Form 144 lists an approximate sale date of 07/10/2025.

Which broker will handle the sale of Donaldson shares?

Morgan Stanley Smith Barney LLC, Executive Financial Services division.

How much did the insider sell in the previous three months?

Prior sales totaled 14,192 shares for $1.01 million in gross proceeds.

What percentage of total shares outstanding does the proposed sale represent?

Approximately 0.04 % of the 116,519,946 shares outstanding.