Datadog Insider Filing: Option Exercise and 10b5-1 Sales Reported

Rhea-AI Filing Summary

Datadog, Inc. (DDOG) Form 4 filed for Olivier Pomel reports multiple transactions on 09/08/2025 showing option exercise, conversions and open-market sales. The reporting person exercised a 38,118-share stock option with $0.9092 exercise price and holds 952,938 Class B shares after the exercise. The filing shows conversions/acquisitions labeled C(1) for 21,728 and 11,195 Class A shares and sales labeled S(2) of 16,073, 16,550 and 300 Class A shares at weighted-average prices of approximately $135.31, $136.14 and $136.82, respectively. Post-transactions, reported Class A ownership figures are provided in the table.

Positive

• Exercise of vested options (38,118 shares) indicating the reporting person fulfilled compensation-related actions with a nominal exercise price of $0.9092
• Use of a 10b5-1 plan (dated September 13, 2024) for sales, which provides an affirmative defense framework for scheduled insider transactions
• Clear disclosure of weighted-average sale prices and offer to provide per-price breakdowns upon request, supporting transparency

Negative

• Insider sold Class A shares (16,073; 16,550; 300) reducing reported Class A holdings, which could be viewed as insider liquidity rather than accumulation
• Significant volume of shares sold across multiple price bands (prices ranged from roughly $134.70 to $136.88), which may modestly increase circulating supply from insider holdings

Insights

Securities Analyst

TL;DR: Insider exercised options, converted shares and executed planned sales under a 10b5-1 plan, reducing some Class A holdings while increasing exercised option-based ownership.

The filing documents a fully vested option exercise of 38,118 shares at a $0.9092 strike, increasing direct beneficial ownership of Class B shares to 952,938. Several blocks of Class A shares were sold pursuant to a 10b5-1 plan dated September 13, 2024, with reported weighted-average sale prices in the $134.70–$136.88 ranges. Conversions labeled C(1) reflect convertible Class B/Class A mechanics described in the explanation. Transactions appear routine given the presence of an established 10b5-1 plan and an exercise of vested options; the filing does not disclose any new compensation grants or material changes to governance.

Corporate Governance Expert

TL;DR: Actions are consistent with standard insider liquidity and option exercise; no governance red flags disclosed in the form.

The report includes automatic/optional conversions of Class B into Class A and scheduled sales under a documented 10b5-1 plan. The explanation clarifies conversion mechanics and the 10b5-1 plan date, which supports an affirmative defense for the sales. No departures, new appointments, or extraordinary transfers are reported. The filing is procedural and informative for share-count tracking rather than indicating governance change.

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)
09/08/2025

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	09/08/2025		C(1)		21,728	A	(1)	555,086	D
Class A Common Stock	09/08/2025		C(1)		11,195	A	(1)	566,281	D
Class A Common Stock	09/08/2025		S(2)		16,073	D	$135.3055(3)	550,208	D
Class A Common Stock	09/08/2025		S(2)		16,550	D	$136.1351(4)	533,658	D
Class A Common Stock	09/08/2025		S(2)		300	D	$136.8233(5)	533,358	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	09/08/2025		M			38,118	(6)	10/24/2027	Class B Common Stock	38,118	$0	952,938	D
Class B Common Stock	(1)	09/08/2025		M		38,118		(1)	(1)	Class A Common Stock	38,118	$0	8,582,220	D
Class B Common Stock	(1)	09/08/2025		C(1)			32,923	(1)	(1)	Class A Common Stock	32,923	$0	8,549,297	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 $134.70 to $135.69. 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 $135.70 to $136.69. 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 $136.74 to $136.88. 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. Option is fully vested and exercisable.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	09/10/2025
	** 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.
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FAQ

What insider transactions did Olivier Pomel report on the DDOG Form 4?

The Form 4 reports option exercise of 38,118 shares, acquisitions/conversions of 21,728 and 11,195 Class A shares (C(1)), and sales of 16,073, 16,550, and 300 Class A shares (S(2)).

Were the sales by Olivier Pomel part of a pre-arranged plan?

Yes. The Form 4 states the shares sold were pursuant to a 10b5-1 plan dated September 13, 2024.

At what prices were the Class A shares sold?

The filing reports weighted-average sale prices with ranges of $134.70–$135.69, $135.70–$136.69, and $136.74–$136.88, with reported weighted-average prices of approximately $135.3055, $136.1351, and $136.8233.

How many Class B shares does Pomel beneficially own after these transactions?

Following the reported transactions, the filing shows 952,938 Class B shares beneficially owned after the option exercise.

Does the Form 4 indicate any new grants or governance changes at DDOG?

No. The Form 4 documents exercises, conversions and scheduled sales; it does not disclose any new compensation grants, departures, or governance changes.