Datadog (NASDAQ: DDOG) director reports gift of Class B shares

Rhea-AI Filing Summary

Datadog, Inc. director Amit Agarwal reported an indirect disposition of shares through a bona fide gift. A trust holding by his spouse transferred 10,087 shares of Class B Common Stock as a gift, leaving 42,976 shares of this spouse-held position after the transaction.

The filing also shows large indirect holdings in the Agarwal 2018 and 2019 Family Trusts, with Class B shares convertible into an equal number of Class A shares at any time with no expiration. These Class B shares automatically convert to Class A upon certain transfers, the reporting person’s death, or a specified IPO anniversary.

Insider Trade Summary

10,087 shares gifted

Mixed 3 txns

Insider Agarwal Amit

Role null

Type	Security	Shares	Price	Value
Gift	Class B Common Stock	10,087	$0.00	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 42,976 shares (Indirect, By Spouse)

Footnotes (1)

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. Shares are held by Reporting Person's spouse. Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee. Shares are held directly by Agarwal 2018 Family Trust, of which the Reporting Person's spouse is Trustee.

Key Figures

Gifted shares: 10,087 shares Spouse-held shares after gift: 42,976 shares 2019 Family Trust underlying shares: 390,059 shares +3 more

6 metrics

Gifted shares 10,087 shares Bona fide gift of Class B Common Stock held by spouse

Spouse-held shares after gift 42,976 shares Class B Common Stock indirectly owned through spouse following transaction

2019 Family Trust underlying shares 390,059 shares Class B convertible into Class A, held indirectly via 2019 Family Trust

2018 Family Trust underlying shares 603,464 shares Class B convertible into Class A, held indirectly via 2018 Family Trust

Gift transactions count 1 transaction One bona fide gift reported in transaction summary

Gifted share total 10,087 shares Total giftShares in transactionSummary

Key Terms

Class B Common Stock, Class A Common Stock, bona fide gift, Family Trust, +1 more

5 terms

Class B Common Stock financial

"Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Class A Common Stock financial

"Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

bona fide gift financial

"transaction_code_description": "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Family Trust financial

"Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee"

convertible financial

"Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person"

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

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^*

Agarwal Amit

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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

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
Class B Common Stock	(1)	05/12/2026		G			10,087	(1)	(1)	Class A Common Stock	10,087	$0	42,976	I	By Spouse(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	603,464		603,464	I	By Trust(3)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	390,059		390,059	I	By Trust(4)

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 are held by Reporting Person's spouse.

3. Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee.

4. Shares are held directly by Agarwal 2018 Family Trust, of which the Reporting Person's spouse is Trustee.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	05/14/2026
	** 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 insider transaction did Datadog (DDOG) director Amit Agarwal report?

Amit Agarwal reported an indirect disposition via a bona fide gift of 10,087 shares of Datadog Class B Common Stock held by his spouse. After the gift, that spouse-held position reported 42,976 shares remaining, while other large indirect trust holdings are unchanged.

How many Datadog (DDOG) shares were gifted in this Form 4 filing?

The filing reports a bona fide gift of 10,087 shares of Datadog Class B Common Stock. This gift came from shares held indirectly through the reporting person’s spouse, and is classified as a non-market, charitable-style transfer rather than an open-market sale or purchase.

What Datadog (DDOG) shares remain with Amit Agarwal’s spouse after the gift?

After the 10,087-share gift, the spouse-held Datadog Class B Common Stock position shows 42,976 shares remaining. These shares are reported as held indirectly by the reporting person through the spouse, separate from sizable trust-held positions disclosed in the same filing.

How are Datadog (DDOG) Class B and Class A shares related in this filing?

Each Datadog Class B share is convertible into one Class A share at any time at the holder’s option, with no expiration. Class B shares also convert automatically upon certain transfers, the reporting person’s death in specified cases, or the tenth anniversary of Datadog’s initial public offering.

What indirect Datadog (DDOG) holdings do the Agarwal Family Trusts report?

The Form 4 shows the Agarwal 2019 Family Trust holding Class B shares convertible into 390,059 Class A shares, and the Agarwal 2018 Family Trust holding Class B shares convertible into 603,464 Class A shares. Both trusts list the reporting person’s spouse as trustee, reflecting substantial indirect ownership.