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

Yes. The filing states the shares were sold pursuant to a Rule 10b5-1 trading plan dated December 8, 2025. Such plans are pre-arranged trading programs that schedule transactions in advance under predefined conditions.

Datadog (NASDAQ: DDOG) director converts and sells 20K shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Datadog, Inc. director Amit Agarwal reported a mix of share conversions and sales. On May 4, 2026, family trusts associated with him converted 20,000 shares of Class B Common Stock into 20,000 shares of Class A Common Stock and sold 20,000 Class A shares in multiple open-market transactions under a Rule 10b5-1 trading plan dated December 8, 2025.

After these transactions, Agarwal holds 27,999 Class A shares directly, plus indirect Class A and Class B interests through the Agarwal family trusts and his spouse. The remaining Class B holdings shown in the filing are each convertible into an equal number of Class A shares.

Insider Trade Summary 10b5-1

Net Seller: 20,000 shares ($2,894,938)

Net Sell 14 txns

Insider Agarwal Amit

Role null

Sold 20,000 shs ($2.89M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	20,000	$0.00	--
Conversion	Class A Common Stock	20,000	$0.00	--
Sale	Class A Common Stock	600	$140.0205	$84K
Sale	Class A Common Stock	1,200	$141.1901	$169K
Sale	Class A Common Stock	1,600	$142.4183	$228K
Sale	Class A Common Stock	2,500	$143.7683	$359K
Sale	Class A Common Stock	4,900	$144.8104	$710K
Sale	Class A Common Stock	4,965	$145.6906	$723K
Sale	Class A Common Stock	4,135	$146.6879	$607K
Sale	Class A Common Stock	100	$147.28	$15K
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 410,059 shares (Indirect, By Trust); Class A Common Stock — 21,640 shares (Indirect, By Trust); Class A Common Stock — 27,999 shares (Direct, null)

Footnotes (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 directly by Agarwal 2018 Family Trust, of which the Reporting Person's spouse is Trustee. Shares sold pursuant to a 10b5-1 plan dated December 8, 2025. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $139.65 to $140.64. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $140.7 to $141.63. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $141.97 to $142.93. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $143.2 to $144.15. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $144.24 to $145.21. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $145.24 to $146.23. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $146.25 to $147.09. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $147.28 to $147.28. 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. Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee. Shares are held by Reporting Person's spouse.

Key Figures

Class A shares sold: 20,000 shares Conversion from Class B to Class A: 20,000 shares Direct Class A holdings after transactions: 27,999 shares +4 more

7 metrics

Class A shares sold 20,000 shares Open-market sales on May 4, 2026 by family trusts

Conversion from Class B to Class A 20,000 shares Class B converted into Class A on May 4, 2026

Direct Class A holdings after transactions 27,999 shares Class A Common Stock held directly by Amit Agarwal

Indirect Class A holdings after conversion 21,640 shares Class A Common Stock held indirectly by trust after transactions

Convertible Class B block 1 53,063 shares Class B indirectly held, each share convertible into Class A

Convertible Class B block 2 603,464 shares Additional Class B indirectly held, convertible into Class A

Representative sale price $147.28 per share One reported weighted-average Class A sale price on May 4, 2026

Key Terms

Rule 10b5-1 plan, Class B Common Stock, derivative conversion, weighted-average sales price, +2 more

6 terms

Rule 10b5-1 plan regulatory

"Shares sold pursuant to a 10b5-1 plan dated December 8, 2025."

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

Class B Common Stock financial

"Each share of Class B Common Stock is convertible at any time..."

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.

derivative conversion financial

"transaction_action": "derivative conversion""

weighted-average sales price financial

"Price reported is a weighted-average sales price. The shares were sold at prices..."

Permitted Transfers regulatory

"except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate..."

Family Trust financial

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

Form 4 Insider Transactions: What Each Field Means →

05/06/2026 - 04:02 PM

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

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)
05/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/04/2026		C		20,000	A	⁽¹⁾	21,640	I	By Trust⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		600	D	$140.0205⁽⁴⁾	21,040	I	By Trust⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		1,200	D	$141.1901⁽⁵⁾	19,840	I	By Trust⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		1,600	D	$142.4183⁽⁶⁾	18,240	I	By Trust⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		2,500	D	$143.7683⁽⁷⁾	15,740	I	By Trust⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		4,900	D	$144.8104⁽⁸⁾	10,840	I	By Trust⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		4,965	D	$145.6906⁽⁹⁾	5,875	I	By Trust⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		4,135	D	$146.6879⁽¹⁰⁾	1,740	I	By Trust⁽²⁾
Class A Common Stock	05/04/2026		S⁽³⁾		100	D	$147.28⁽¹¹⁾	1,640	I	By Trust⁽²⁾
Class A Common Stock								27,999	D
Class A Common Stock								6,541	I	By Trust⁽¹²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	05/04/2026		C			20,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	20,000	$0	410,059	I	By Trust⁽²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	603,464		603,464	I	By Trust⁽¹²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	53,063		53,063	I	By Spouse⁽¹³⁾

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 $139.65 to $140.64. 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 $140.7 to $141.63. 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.

6. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $141.97 to $142.93. 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 $143.2 to $144.15. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $144.24 to $145.21. 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.

9. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $145.24 to $146.23. 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.

10. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $146.25 to $147.09. 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.

11. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $147.28 to $147.28. 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.

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

13. Shares are held by Reporting Person's spouse.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	05/06/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Datadog (DDOG) director Amit Agarwal report in this Form 4?

Amit Agarwal reported converting 20,000 Class B shares into Class A and selling 20,000 Class A shares. The sales were executed in multiple open-market trades through family trusts associated with him.

How many Datadog (DDOG) shares did Amit Agarwal sell and at what prices?

Family trusts associated with Amit Agarwal sold 20,000 Class A shares. The filing shows weighted-average prices, with trades executed in ranges from about $139.65 up to $147.28 per share across several transactions.

What Datadog (DDOG) holdings does Amit Agarwal have after these transactions?

After these transactions, Amit Agarwal holds 27,999 Class A shares directly and additional indirect interests. The filing also shows Class B shares in family trusts, each convertible into the same number of Class A shares.

What is the significance of Datadog (DDOG) Class B Common Stock in this filing?

Class B Common Stock is convertible one-for-one into Class A Common Stock with no expiration date. In this filing, 20,000 Class B shares held indirectly were converted into 20,000 Class A shares as part of the reported transactions.