Datadog (DDOG) CRO sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Datadog, Inc. Chief Revenue Officer Sean Michael Walters reported an open-market sale of 13,409 shares of Class A Common Stock. The shares were sold at a weighted-average price of $267.1544 per share, with individual sale prices ranging from $267.15 to $268.44.

According to the disclosure, Walters was required by Datadog to sell only the number of shares needed to cover tax withholding obligations arising from the vesting of restricted stock units and performance-based restricted stock units, plus related brokerage fees. After the sale, he directly held 270,296 shares of Class A Common Stock and indirectly held 8 shares through his son.

Insider Trade Summary

Net Seller: 13,409 shares ($3,582,273)

Net Sell 2 txns

Insider Walters Sean Michael

Role Chief Revenue Officer

Sold 13,409 shs ($3.58M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	13,409	$267.1544	$3.58M
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 270,296 shares (Direct, null); Class A Common Stock — 8 shares (Indirect, By Son)

Footnotes (1)

1. The Reporting Person was required by the Issuer to sell only the number of shares of common stock necessary to cover applicable tax withholding obligations realized upon the vesting of restricted stock units and performance-based restricted stock units, as well as any related brokerage commission fees. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $267.15 to $268.44. 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. Includes 95 shares acquired on May 15, 2026 under the Issuers Employee Stock Purchase Plan.

Key Figures

Shares sold: 13,409 shares Weighted-average sale price: $267.1544 per share Post-transaction direct holdings: 270,296 shares +2 more

5 metrics

Shares sold 13,409 shares Open-market sale on 2026-06-02

Weighted-average sale price $267.1544 per share Open-market sale on 2026-06-02

Post-transaction direct holdings 270,296 shares Class A Common Stock held directly after sale

Indirect holdings by son 8 shares Class A Common Stock held indirectly

ESPP shares acquired 95 shares Acquired on May 15, 2026 under Employee Stock Purchase Plan

Key Terms

restricted stock units, performance-based restricted stock units, weighted-average sales price, Employee Stock Purchase Plan

4 terms

restricted stock units financial

"tax withholding obligations realized upon the vesting of restricted stock units and performance-based restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based restricted stock units financial

"the vesting of restricted stock units and performance-based restricted stock units, as well as any related brokerage commission fees"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

weighted-average sales price financial

"Price reported is a weighted-average sales price. The shares were sold at prices ranging from $267.15 to $268.44."

Employee Stock Purchase Plan financial

"Includes 95 shares acquired on May 15, 2026 under the Issuers Employee Stock Purchase Plan."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

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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 NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

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

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

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

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	06/02/2026		S(1)		13,409	D	$267.1544(2)	270,296(3)	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. The Reporting Person was required by the Issuer to sell only the number of shares of common stock necessary to cover applicable tax withholding obligations realized upon the vesting of restricted stock units and performance-based restricted stock units, as well as any related brokerage commission fees.

2. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $267.15 to $268.44. 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.

3. Includes 95 shares acquired on May 15, 2026 under the Issuers Employee Stock Purchase Plan.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	06/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Datadog (DDOG) executive Sean Michael Walters report in this Form 4?

Sean Michael Walters reported selling 13,409 shares of Datadog Class A Common Stock. The transaction was an open-market sale at a weighted-average price of $267.1544 per share, executed to cover tax withholding obligations from vested stock awards.

At what prices were Sean Michael Walters’ Datadog (DDOG) shares sold?

The sale used a weighted-average price of $267.1544 per share. Individual trades occurred in a price range from $267.15 to $268.44, with full price-by-lot details available from Walters upon request.

Why did Datadog (DDOG) CRO Sean Michael Walters sell 13,409 shares?

Walters sold 13,409 shares because Datadog required him to sell only the amount needed to cover tax withholding obligations from vested restricted stock units and performance-based restricted stock units, along with related brokerage commission fees.

How many Datadog (DDOG) shares does Sean Michael Walters hold after this transaction?

Following the sale, Walters directly held 270,296 shares of Datadog Class A Common Stock. In addition, he indirectly held 8 shares through his son, as disclosed under indirect ownership in the filing.

Were any Datadog (DDOG) shares recently acquired by Sean Michael Walters through an employee plan?

Yes. The filing notes that Walters’ holdings include 95 shares acquired on May 15, 2026 under Datadog’s Employee Stock Purchase Plan, adding to his overall ownership position.

Is Sean Michael Walters’ Datadog (DDOG) share sale a discretionary trade or related to compensation taxes?

The transaction is tied to compensation-related taxes. Datadog required Walters to sell only enough shares to satisfy tax withholding obligations from vested restricted stock units and performance-based restricted stock units, plus any related brokerage commission fees.