Insider Sales: DDOG Director Jacobson Disposes 675,558 Class A Shares

Rhea-AI Filing Summary

Matthew Jacobson, a General Partner and Managing Director at ICONIQ Capital, reported multiple sales of Datadog, Inc. (DDOG) Class A common stock on August 26-27, 2025. The filings show aggregated disposals of 675,558 shares across several transactions, with weighted-average sale prices reported in grouped ranges from about $126.26 up to $131.69 per share. After the reported sales, the filing lists varying amounts of Class A shares beneficially owned indirectly through ICONIQ Strategic Partners VI and VI-B and through two trusts for which he serves as trustee. The report disclaims direct beneficial ownership except to the extent of any pecuniary interest. Full breakdowns by individual trade price and share count are available in the filing or on request.

Positive

• Full disclosure of transactions with weighted-average prices and availability of detailed per-trade data upon request
• Clear identification of ownership structure: indirect holdings via ICONIQ Strategic Partners VI and VI-B and trustee-held trusts

Negative

• Large insider disposals totaling 675,558 Class A shares over two days, which may be interpreted negatively by some investors
• No stated rationale for the sales in the filing, limiting investor ability to assess intent or future selling plans

Insights

Securities Analyst

TL;DR: Significant insider sell-down of Class A shares over two days; holdings remain largely indirect through ICONIQ vehicles and trusts.

Jacobson executed a concentrated series of sales totaling 675,558 Class A shares on August 26-27, 2025, across multiple price points with weighted-average prices disclosed by price range. The structure shows indirect ownership via ICONIQ Strategic Partners VI and VI-B and trusts, and the reporting person formally disclaims beneficial ownership except for any pecuniary interest. For investors, this is a material insider disposition in absolute share terms, but the filing does not provide context on rationale, planned future sales, or percentage of outstanding shares represented, limiting valuation implications.

Corporate Governance Expert

TL;DR: Relevant governance note — reporting person is a director with indirect holdings; sale disclosures are complete but lack explanatory context.

The Form 4 properly identifies the reporting person as a director and indicates indirect ownership through ICONIQ fund entities and trustee-held trusts, with explicit disclaimers of beneficial ownership. Footnotes detail that reported prices are weighted averages across multiple transactions and that more granular per-trade data can be furnished to the SEC staff. The filing is procedurally thorough but contains no explanation for the transactions, which is typical for Section 16 reporting and leaves governance interpretation to stakeholders.

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^*

Jacobson Matthew

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025		S		178,066	D	$126.6125(1)	274,574	I(2)(3)	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock	08/26/2025		S		262,464	D	$126.6125(1)	404,523	I(2)(3)	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock	08/26/2025		S		29,770	D	$127.6069(4)	244,804	I(2)(3)	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock	08/26/2025		S		43,820	D	$127.6069(4)	360,703	I(2)(3)	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock	08/26/2025		S		24,973	D	$128.6636(5)	219,831	I(2)(3)	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock	08/26/2025		S		36,770	D	$128.6636(5)	323,933	I(2)(3)	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock	08/27/2025		S		9,189	D	$128.644(6)	210,642	I(2)(3)	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock	08/27/2025		S		13,514	D	$128.644(6)	310,419	I(2)(3)	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock	08/27/2025		S		12,992	D	$129.5259(7)	197,650	I(2)(3)	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock	08/27/2025		S		19,093	D	$129.5259(7)	291,326	I(2)(3)	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock	08/27/2025		S		10,916	D	$130.6359(8)	186,734	I(2)(3)	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock	08/27/2025		S		16,098	D	$130.6359(8)	275,228	I(2)(3)	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock	08/27/2025		S		10,423	D	$131.1724(9)	176,311	I(2)(3)	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock	08/27/2025		S		15,423	D	$131.1724(9)	259,805	I(2)(3)	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock								675,558	D(10)

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 price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $126.26 to $127.26. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

2. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. Divesh Makan, William J.G. Griffith and the Reporting Person are the sole equity holders of ICONIQ VI Parent GP.

3. The Reporting Person is a General Partner and a Managing Director at ICONIQ Capital. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $127.27 to $128.26. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $128.27 to $129.02. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $128.07 to $129.07. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $129.08 to $130.07. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $130.08 to $131.07. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

9. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $131.08 to $131.69. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

10. These shares are directly held by the Reporting Person through a trust of which he is a trustee and another estate planning trust having an independent trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose

	/s/ Matthew Jacobson	08/28/2025
	** 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 Matthew Jacobson report in his Form 4 for DDOG?

The Form 4 reports multiple sales of Datadog Class A shares on August 26-27, 2025, totaling 675,558 shares sold.

At what prices were the DDOG shares sold according to the Form 4?

The filing reports weighted-average prices with trade price ranges from approximately $126.26 to $131.69 per share across the transactions.

How does Jacobson hold the remaining DDOG shares reported on the Form 4?

Remaining beneficial ownership is reported indirectly through ICONIQ Strategic Partners VI and VI-B and through two trusts for which he is trustee.

Does the Form 4 state that Jacobson is a beneficial owner of the shares?

The report includes an explicit disclaimer that the Reporting Person disclaims beneficial ownership for purposes of Section 16 except to the extent of any pecuniary interest.

Can I obtain a detailed breakdown of each trade listed in the Form 4?

Yes. Footnotes state that full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.