DDOG insider trading: Option exercise & $5.6M stock sale detailed

Rhea-AI Filing Summary

Datadog (DDOG) – Form 4 filed 08/07/2025 for CTO & Co-Founder Alexis Le-Quoc.

• Transaction date: 08/05/2025 under a 10b5-1 plan dated 09/05/2023.
• Option exercises: 54,000 Class B options at $0.9092 and 18,750 Class B options at $10.74 were exercised (Code M) and converted 1-for-1 into Class A.
• Voluntary conversions: 30,780 and 10,688 Class B shares converted to Class A (Code C).
• Open-market sales: 41,468 Class A shares sold in seven tranches at weighted-average prices of $133.05–$139.66, yielding roughly $5.6 million of gross proceeds.
• Post-trade ownership: 452,769 Class A shares held directly, 169 indirectly via trust; 2.63 million Class B shares and 487,500 vested options remain directly owned, plus 6.33 million Class B held indirectly.

The filing shows routine liquidity for the executive while retaining a sizeable stake and control through high-vote Class B shares. No operational metrics are impacted, but repeated selling may influence investor sentiment.

Positive

• Insider retains a very large equity position, signalling continued alignment with shareholders.
• Sales executed under a pre-arranged 10b5-1 plan, reducing potential for opportunistic trading concerns.
• Conversion of Class B to Class A incrementally increases public float without creating new shares.

Negative

• 41,468 Class A shares sold, representing roughly $5.6 million in insider cashing-out.
• Ongoing pattern of founder selling could be interpreted as a mild negative sentiment signal.

Insights

Securities Analyst

TL;DR – Founder sold ~41 k shares (~$5.6 m) but keeps >9 % economic stake; liquidity, not thesis-changing.

The Form 4 combines low-priced option exercises with limited open-market sales. Exercise prices ($0.91 & $10.74) imply negligible cash cost and lift Class A float. The subsequent sale represents <10 % of his Class A holdings and a fraction of total ownership, suggesting portfolio diversification rather than loss of confidence. Remaining high-vote Class B stock maintains control, limiting governance impact. For shareholders, dilution is immaterial and cash proceeds accrue to the insider, not the company. Overall, neutral-to-slightly-negative signal given ongoing disposals, yet magnitude is modest relative to the 9 m+ shares still owned.

Corporate Governance Expert

TL;DR – Sales under a pre-established 10b5-1 plan mitigate governance concerns; control structure unchanged.

Le-Quoc’s transactions adhere to SEC Rule 10b5-1(c), reducing appearance of opportunistic trading. The CTO converts super-voting Class B into Class A, marginally lowering his voting power but not enough to shift board dynamics. Retained Class B shares (≈9 m incl. trust) continue to entrench founder control, a common dual-class feature. From a governance view, no red flags emerge; disclosures are thorough and option grants were already disclosed. Impact on other investors is minimal.

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^*

Le-Quoc Alexis

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

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	08/05/2025		C		30,780	A	(1)	483,549	D
Class A Common Stock	08/05/2025		C		10,688	A	(1)	494,237	D
Class A Common Stock	08/05/2025		S(2)		18,432	D	$133.0536(3)	475,805	D
Class A Common Stock	08/05/2025		S(2)		8,313	D	$134.3224(4)	467,492	D
Class A Common Stock	08/05/2025		S(2)		6,431	D	$135.0927(5)	461,061	D
Class A Common Stock	08/05/2025		S(2)		3,100	D	$136.434(6)	457,961	D
Class A Common Stock	08/05/2025		S(2)		3,256	D	$137.3941(7)	454,705	D
Class A Common Stock	08/05/2025		S(2)		1,536	D	$138.0161(8)	453,169	D
Class A Common Stock	08/05/2025		S(2)		400	D	$139.66	452,769	D
Class A Common Stock								169	I	By Trust(9)

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	08/05/2025		M			54,000	(10)	10/25/2027	Class B Common Stock	54,000	$0	108,000	D
Class B Common Stock	(1)	08/05/2025		M		54,000		(1)	(1)	Class A Common Stock	54,000	$0	2,649,014	D
Class B Common Stock	(1)	08/05/2025		C			30,780	(1)	(1)	Class A Common Stock	30,780	$0	2,618,234	D
Stock Option (Right to Buy)	$10.74	08/05/2025		M			18,750	(10)	07/19/2029	Class B Common Stock	18,750	$0	487,500	D
Class B Common Stock	(1)	08/05/2025		M		18,750		(1)	(1)	Class A Common Stock	18,750	$0	2,636,984	D
Class B Common Stock	(1)	08/05/2025		C			10,688	(1)	(1)	Class A Common Stock	10,688	$0	2,626,296	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	6,326,835		6,326,835	I	By Trust(9)

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 5, 2023.

3. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $132.78 to $133.77. 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 $133.78 to $134.77. 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 $134.78 to $135.76. 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 $135.81 to $136.77. 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 $136.86 to $137.85. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $137.86 to $138.14. 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.

9. Shares are held by the Alexis Le-Quoc Revocable Trust.

10. Option is fully vested and exercisable.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	08/07/2025
	** 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 Datadog shares did CTO Alexis Le-Quoc sell on 08/05/2025?

He sold 41,468 Class A shares at weighted-average prices between $133.05 and $139.66.

What was the total cash value of the Datadog shares sold?

The sales generated roughly $5.6 million based on the weighted-average prices disclosed.

Were the Datadog insider trades part of a 10b5-1 plan?

Yes. All sales were made under a Rule 10b5-1 plan dated 09/05/2023.

How many Datadog shares does Alexis Le-Quoc still own after the transactions?

He directly owns 452,769 Class A and 2.63 million Class B shares, plus indirect and option holdings.

Did the option exercises create dilution for Datadog shareholders?

Dilution impact is immaterial; options were already granted and conversions are 1-for-1.