DDOG director executed 91,667-share sale under 10b5-1 plan at $157.60
Rhea-AI Filing Summary
Datadog, Inc. (DDOG) reporting person Michael James Callahan, a director and trustee of The Callahan-Thernstrom Family Trust, executed transactions on 10/06/2025. The form shows an acquisition of 91,667 shares of Class B common stock (convertible into Class A) with a $0 per-share price and simultaneous sales of 91,667 shares of Class A common stock under a 10b5-1 plan.
The sold shares were reported at a weighted-average sales price of $157.6024 (range $157.47 to $158.43). After the reported transactions, the filing shows 12,496 shares of Class A common stock beneficially owned indirectly by the trust; Table II also reports an indirect holding of 276,375 Class A shares after conversion mechanics are applied.
Positive
- Sales executed pursuant to a documented 10b5-1 plan dated 12/12/2024, providing an affirmative defense for timing
- Weighted-average sale price disclosed as $157.6024, with price range provided ($157.47–$158.43)
Negative
- Reported reduction of indirect Class A holdings by 91,667 shares from the trust after the sales
- Form shows lower immediate indirect Class A ownership of 12,496 shares following the reported transactions
Insights
Insider used a 10b5-1 plan to sell shares and also recorded convertible Class B shares held in trust.
The reporting person, identified as a director and trustee, sold 91,667 Class A shares under a documented 10b5-1 plan dated 12/12/2024, with a weighted-average price of $157.6024. The form also records acquisition/holding of 91,667 Class B shares that convert into Class A shares, which affects total indirect holdings.
This filing clarifies ownership structure: shares are held indirectly by a family trust and conversion terms allow Class B to become Class A. Monitor subsequent Form 4s for any additional sales or conversions that change the trust's reported indirect holdings within the next few reporting cycles.
Sale details are explicit: 91,667 shares sold at a weighted-average of $157.6024.
The sale tranche lists prices ranging from $157.47 to $158.43 and the filer offers to provide per-price breakdowns on request. The use of a 10b5-1 plan is documented, which explains the timing and execution of the sales.
Investors tracking insider liquidity should note the exact share counts and the plan date 12/12/2024. Look for disclosure of any further planned sales under the same plan or amendments in filings filed over the coming months.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 91,667 | $0.00 | -- |
| Conversion | Class A Common Stock | 91,667 | $0.00 | -- |
| Sale | Class A Common Stock | 91,667 | $157.6024 | $14.45M |
| holding | Class A Common Stock | -- | -- | -- |
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. The Shares are held by The Callahan-Thernstrom Family Trust, of which Reporting Person is Trustee Shares sold pursuant to a 10b5-1 plan dated December 12, 2024. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $157.4700 to $158.4300. 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.
