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Datadog (DDOG) director sells 20,000 shares after Class B conversion

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Datadog, Inc. director Amit Agarwal, through a family trust, converted and sold shares on March 23, 2026. The Agarwal 2018 Family Trust converted 20,000 shares of Class B Common Stock into 20,000 shares of Class A Common Stock, then sold 20,000 Class A shares in multiple open‑market trades at weighted‑average prices ranging from about $124.45 to $128.63 per share under a Rule 10b5-1 trading plan dated December 8, 2025.

After these transactions, the trust continued to hold Class A shares as well as substantial Class B Common Stock positions that are convertible into 603,464 shares of Class A Common Stock, with an additional 53,063 underlying Class A shares held indirectly through the reporting person’s spouse.

Positive

  • None.

Negative

  • None.
SEC Form 4
FORM 4UNITED 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*
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock03/23/2026C20,000A(1)21,640IBy Trust(2)
Class A Common Stock03/23/2026S(3)1,400D$124.7813(4)20,240IBy Trust(2)
Class A Common Stock03/23/2026S(3)2,691D$125.7867(5)17,549IBy Trust(2)
Class A Common Stock03/23/2026S(3)7,400D$127.3333(6)10,149IBy Trust(2)
Class A Common Stock03/23/2026S(3)8,509D$128.3094(7)1,640IBy Trust(2)
Class A Common Stock6,541IBy Trust(8)
Class A Common Stock27,999D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)03/23/2026C20,000 (1) (1)Class A Common Stock20,000$0530,059IBy Trust(2)
Class B Common Stock(1) (1) (1)Class A Common Stock603,464603,464IBy Trust(8)
Class B Common Stock(1) (1) (1)Class A Common Stock53,06353,063IBy Spouse(9)
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 directly by Agarwal 2018 Family Trust, of which the Reporting Person's spouse is Trustee.
3. Shares sold pursuant to a 10b5-1 plan dated December 8, 2025.
4. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $124.45 to $125.35. 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 $125.66 to $126.46. 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 $126.76 to $127.74. 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.
7. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $127.76 to $128.63. 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.
8. Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee.
9. Shares are held by Reporting Person's spouse.
Remarks:
/s/ Kerry Acocella, Attorney-in-Fact03/25/2026
** Signature of Reporting PersonDate
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) director Amit Agarwal report in this Form 4?

Amit Agarwal reported converting 20,000 Class B shares into 20,000 Class A shares, then selling 20,000 Class A shares in open-market transactions. These trades were executed through a family trust associated with him.

How many Datadog (DDOG) shares were sold and at what prices?

The family trust sold 20,000 shares of Datadog Class A Common Stock in several trades. Weighted-average sale prices ranged from about $124.45 to $128.63 per share, as detailed in the transaction breakdown and accompanying price-range footnotes.

Were Amit Agarwal’s Datadog (DDOG) share sales pre-planned?

Yes. The filing states that the shares were sold pursuant to a Rule 10b5-1 trading plan dated December 8, 2025. Such plans are established in advance and allow pre-scheduled trading regardless of subsequent market conditions.

What happened to Datadog (DDOG) Class B shares held by entities linked to Amit Agarwal?

A family trust converted 20,000 Class B shares into Class A shares with no stated expiration. The filing also shows remaining Class B holdings convertible into 603,464 Class A shares via a trust and 53,063 underlying Class A shares via the reporting person’s spouse.

How many Datadog (DDOG) shares does Amit Agarwal still have exposure to after these trades?

The filing shows ongoing exposure through direct and indirect holdings, including Class A shares and Class B Common Stock convertible into 603,464 Class A shares via a trust and 53,063 underlying Class A shares via his spouse. These figures indicate a substantial remaining position.

Are Amit Agarwal’s Datadog (DDOG) holdings primarily direct or through related entities?

Many holdings are indirect, including shares held by the Agarwal 2018 and 2019 Family Trusts and shares held by his spouse. The Form 4 notes these entities explicitly, clarifying that significant positions are maintained through these related holders.
Datadog, Inc.

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