Datadog (DDOG) CRO offloads shares in tax-driven insider sale

Rhea-AI Filing Summary

Datadog, Inc. Chief Revenue Officer Sean Michael Walters reported an open-market sale of Class A common stock that was required to cover taxes on equity vesting. On March 2, 2026, he sold 32,118 shares at a weighted-average price of $110.5359 per share, with sale prices ranging from $111.53 to $111.78. After this sale, he directly held 260,714 shares of Datadog Class A common stock.

The company required the sale solely to satisfy withholding obligations from vesting restricted stock units and performance-based restricted stock units, as well as related brokerage commissions.

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

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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)
03/02/2026

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	03/02/2026		S(1)		32,118	D	$110.5359(2)	260,714	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

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 $111.53 to $111.78. 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.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	03/04/2026
	** 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.

FAQ

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

Datadog reported that Chief Revenue Officer Sean Michael Walters sold 32,118 shares of Class A common stock. The sale occurred on March 2, 2026 and was explicitly required to cover tax withholding obligations from vesting restricted stock units and performance-based restricted stock units.

Why did Datadog’s CRO Sean Michael Walters sell DDOG shares?

The sale was required by Datadog to cover applicable tax withholding obligations from vesting equity awards. Shares were sold to satisfy taxes and related brokerage commission fees tied to restricted stock units and performance-based restricted stock units that vested for the executive.

How many Datadog (DDOG) shares did Sean Michael Walters sell and at what price?

Sean Michael Walters sold 32,118 shares of Datadog Class A common stock at a weighted-average price of $110.5359 per share. Individual trades occurred in a price range from $111.53 to $111.78, according to the reported insider transaction details and footnote disclosure.

How many Datadog shares does Sean Michael Walters hold after this Form 4 sale?

Following the reported transaction, Sean Michael Walters directly held 260,714 shares of Datadog Class A common stock. This balance reflects his holdings after selling 32,118 shares on March 2, 2026 in a company-required sale to cover tax withholding obligations from vesting equity awards.

Was the Datadog (DDOG) insider sale by Sean Michael Walters discretionary?

The sale was not described as discretionary; the company required Walters to sell only the number of shares needed to cover tax withholding obligations and related brokerage commissions. This indicates the transaction was primarily a tax-related sale tied to vesting restricted stock and performance-based awards.

What price range did Datadog CRO Sean Michael Walters receive for the sold shares?

The reported weighted-average sale price was $110.5359 per share, with individual trades executed between $111.53 and $111.78. The filing notes that detailed trade-level pricing information is available upon request to the SEC, Datadog, or any Datadog security holder.