Datadog Insider Sales: 16,531 Shares Sold Under 10b5-1 Plan

Rhea-AI Filing Summary

Datadog, Inc. (DDOG) insider Adam Blitzer executed a series of open-market sales on September 2-3, 2025 that reduced his direct holdings to 181,728 shares of Class A common stock. The filings show four sales: 8,581 shares on 09/02/2025 at a weighted-average price of $133.8472, and three sales on 09/03/2025 totaling 7,950 shares at weighted-average prices of $131.7748, $132.5498, and $133.4387 respectively. The total shares sold across these transactions equal 16,531 shares.

The Form 4 explains the 09/02 sale was required to cover tax withholding on vested restricted stock units and performance-based restricted stock units. The 09/03 sales were executed pursuant to a 10b5-1 trading plan dated August 14, 2024. The filer discloses price ranges for the component trades and offers to provide detailed per-price breakdowns upon request.

Positive

• Sales were disclosed as tax-withholding on vesting RSUs and performance RSUs, indicating routine administrative disposition.
• Several sales on 09/03/2025 were executed under a 10b5-1 trading plan dated August 14, 2024, showing preplanned, non-discretionary trading.
• Filing provides weighted-average prices and price ranges and offers to provide per-price breakdowns on request, supporting disclosure transparency.

Negative

• The reporting person sold a total of 16,531 shares across 09/02/2025 and 09/03/2025, reducing direct beneficial ownership to 181,728 shares.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale and planned 10b5-1 dispositions reduced insider holdings to 181,728 shares; no extraordinary market signal.

The transactions are clearly documented as tax-related and executed under a pre-established 10b5-1 plan, which generally indicates scheduled, non-discretionary selling rather than opportunistic trading. Total disclosed sales equal 16,531 shares with weighted-average prices reported across a narrow $131.24–$133.85 range. For investors, this filing is informational about share count dilution at the insider level and does not present material operational or governance changes.

Corporate Governance Expert

TL;DR: Insider followed disclosure and compliance protocols; sales were for tax-withholding and under a 10b5-1 plan, reflecting governance discipline.

The Form 4 identifies the relationship (Chief Operating Officer) and documents both the mandatory sale to satisfy withholding on vested equity and additional sales under a dated 10b5-1 plan. The filer also supplies weighted-average prices and offers granular price data on request, which supports transparent reporting. These elements align with good disclosure practice and reduce concerns about undisclosed insider trading activity.

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^*

Blitzer Adam

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S(1)		8,581	D	$133.8472(2)	189,678	D
Class A Common Stock	09/03/2025		S(3)		4,605	D	$131.7748(4)	185,073	D
Class A Common Stock	09/03/2025		S(3)		3,043	D	$132.5498(5)	182,030	D
Class A Common Stock	09/03/2025		S(3)		302	D	$133.4387(6)	181,728	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 $ 132.93 to $133.85. 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.

3. Shares sold pursuant to a 10b5-1 plan dated August 14, 2024.

4. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $131.24 to $132.21. 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 $132.24 to $133.23. 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 $133.25 to $133.61. 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	09/04/2025
	** 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

What did Adam Blitzer report in the Form 4 for DDOG?

The Form 4 reports sales of Class A common stock on 09/02/2025 and 09/03/2025 that reduced direct beneficial ownership to 181,728 shares.

Why were shares sold according to the filing?

The filing states the 09/02/2025 sale was to cover tax withholding on vested restricted stock units and performance-based restricted stock units; other sales were under a 10b5-1 plan.

How many shares were sold and at what prices?

A total of 16,531 shares were sold. Reported weighted-average prices range between $131.24 and $133.85 with disclosed weighted-average sale prices per transaction shown in the filing.

Were the 09/03/2025 sales pre-planned?

Yes. The 09/03/2025 sales were made pursuant to a 10b5-1 plan dated August 14, 2024, as disclosed in the Form 4.

Who signed the Form 4 and when?

The Form 4 was signed by /s/ Kerry Acocella, Attorney-in-Fact on 09/04/2025 as indicated in the filing.