Pomel Executes 10b5-1 Sales; 38,118 Options Fully Vested and Exercisable

Rhea-AI Filing Summary

Datadog CEO Olivier Pomel reported a series of share conversions, sales and derivative holdings on Form 4 dated 08/11/2025. The filing shows conversions/acquisitions into Class A Common Stock of 21,728 and 11,195 shares, and sales under a 10b5-1 plan totaling 32,923 Class A shares executed at weighted-average prices spanning $128.51 to $132.50. Following the reported transactions, the filing lists 548,715 Class A shares beneficially owned (direct).

The report also discloses a fully vested, exercisable stock option for 38,118 shares with an exercise price of $0.9092 (exercise date shown as 10/24/2027) and additional derivative-class holdings reflected in the filing. The sales are identified as executed pursuant to a 10b5-1 plan dated September 13, 2024.

Positive

• Sales were executed under a documented 10b5-1 plan, providing a preplanned framework for dispositions (plan dated September 13, 2024).
• Option is fully vested and exercisable: 38,118-share stock option with a $0.9092 exercise price is disclosed clearly.
• Conversions between share classes are disclosed (acquisitions/conversions of 21,728 and 11,195 Class A shares), improving transparency about class movements.

Negative

• Insider sold 32,923 Class A shares on 08/11/2025, which reduced direct Class A beneficial ownership to 548,715 shares as reported.
• Sales executed across multiple price levels (weighted-average ranges shown $128.51–$132.50), indicating material disposition volume on that date.

Insights

Securities Analyst

TL;DR: CEO executed preplanned sales but remains a substantial holder; exercisable options increase potential future issuance.

The Form 4 shows disciplined, prearranged sales under a 10b5-1 plan totaling 32,923 Class A shares at weighted-average prices between $128.51 and $132.50, which explains the step-down to 548,715 Class A shares beneficially owned (direct) after the trades. Concurrent conversions/acquisitions into Class A of 21,728 and 11,195 shares indicate movement between share classes rather than open-market accumulation. A 38,118-share option is fully vested and exercisable with a $0.9092 strike, representing potential future dilution if exercised. Overall, the disclosure is transparent and consistent with an orderly disposition plan.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan and reported conversions show preplanned liquidity activity while retaining significant reported ownership.

The filing explicitly states the sales were made under a 10b5-1 plan (dated 9/13/2024), which provides an affirmative defense for scheduled disposals and reduces concerns about opportunistic timing. Conversions of Class B to Class A are noted and permitted by the charter; these conversions plus the reported exercised/vested option position (38,118 options exercisable) change the mix of share classes but the reporting person continues to report substantial direct beneficial ownership. From a governance standpoint, the disclosure meets Section 16 reporting norms and clarifies the nature and pricing ranges of the sales.

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).

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^*

Pomel Olivier

(Last) (First) (Middle)

C/O DATADOG, INC.

620 8TH AVENUE, 45TH FLOOR

(Street)

NEW YORK NY 10018

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		C(1)		21,728	A	(1)	570,443	D
Class A Common Stock	08/11/2025		C(1)		11,195	A	(1)	581,638	D
Class A Common Stock	08/11/2025		S(2)		6,388	D	$128.9122(3)	575,250	D
Class A Common Stock	08/11/2025		S(2)		11,427	D	$130.2034(4)	563,823	D
Class A Common Stock	08/11/2025		S(2)		13,727	D	$131.0351(5)	550,096	D
Class A Common Stock	08/11/2025		S(2)		1,381	D	$132.0006(6)	548,715	D

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
Stock Option (Right to Buy)	$0.9092	08/11/2025		M			38,118	(7)	10/24/2027	Class B Common Stock	38,118	$0	991,056	D
Class B Common Stock	(1)	08/11/2025		M		38,118		(1)	(1)	Class A Common Stock	38,118	$0	8,588,220	D
Class B Common Stock	(1)	08/11/2025		C(1)			32,923	(1)	(1)	Class A Common Stock	32,923	$0	8,555,297	D

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 sold pursuant to a 10b5-1 plan dated September 13, 2024.

3. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $128.51 to $129.50. 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.

4. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $129.61 to $130.59. 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 $130.61 to $131.57. 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 $131.76 to $132.50. 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. Option is fully vested and exercisable.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	08/12/2025
	** 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 transactions did Olivier Pomel report on the Datadog (DDOG) Form 4?

Reported transactions include conversions/acquisitions into Class A of 21,728 and 11,195 shares, sales of 32,923 Class A shares under a 10b5-1 plan, and a fully vested option for 38,118 shares.

How many shares were sold and at what prices according to the filing?

32,923 Class A shares were sold on 08/11/2025 under a 10b5-1 plan at weighted-average prices; the filing reports sales price ranges of $128.51–$129.50, $129.61–$130.59, $130.61–$131.57, and $131.76–$132.50 across the reported lots.

Was the sale part of a 10b5-1 trading plan?

Yes. The filing states the shares sold were pursuant to a 10b5-1 plan dated September 13, 2024.

What derivative or option holdings did Pomel report?

A stock option covering 38,118 shares is reported with an exercise price of $0.9092, noted as fully vested and exercisable; the option lists an exercisable date of 10/24/2027 in the table.

How many Class A shares does Pomel beneficially own after the reported transactions?

The filing shows 548,715 Class A shares beneficially owned (direct) following the reported transactions.