DDOG Form 4: Agarwal reports conversions and planned sales at ~$133–$139

Rhea-AI Filing Summary

Datadog insider transactions by Amit Agarwal — The Form 4 reports multiple share conversions, purchases and sales by Amit Agarwal and related trusts between 06/13/2025 and 09/16/2025. Several Class B shares were converted into Class A shares and a series of planned sales were executed under a 10b5-1 plan dated 06/13/2025 at weighted-average prices ranging roughly from $133.01 to $139.71. Shares are held directly or indirectly through Agarwal 2018 and 2019 Family Trusts, and some Class B holdings convert to Class A at a one-for-one rate. The reporting person retains significant indirect beneficial ownership, including hundreds of thousands of Class A-equivalent shares held by trust and spouse.

Positive

• Planned sales under a 10b5-1 plan (dated 06/13/2025) indicate transactions were pre-scheduled, which reduces concerns about opportunistic insider timing.
• Large indirect holdings retained—significant Class A-equivalent shares remain held by family trusts and spouse, preserving ongoing insider exposure and alignment.

Negative

• Multiple share disposals reported across September 2025 at weighted-average prices between roughly $133.01 and $139.71, reflecting insider liquidity events.
• Reduction in reported direct holdings (examples include a 3,299-share disposition reported 06/13/2025) which may be interpreted as insider selling activity despite trust holdings remaining.

Insights

Corporate Governance Expert

TL;DR: Multiple preplanned insider sales and conversions executed; ownership remains concentrated via family trusts.

The filings show routine liquidity events executed under a 10b5-1 plan and conversions of Class B to Class A stock that do not indicate ad-hoc opportunistic selling. Shares remain largely held indirectly in family trusts with conversion rights one-for-one, preserving economic and voting exposure. For governance, the use of a 10b5-1 plan reduces information asymmetry concerns but investors should note continued concentrated insider exposure.

Securities Analyst

TL;DR: Significant share activity but no new transactions outside planned sales and conversions; material ownership retained.

Transaction detail includes conversions and multiple sales executed at weighted-average prices approximately between $133.01 and $139.71. The report lists large Class B-to-A conversions and sizeable Class A-equivalent holdings remaining in trusts (hundreds of thousands of shares). These movements reflect structured liquidity rather than sudden divestiture, so immediate market impact is likely muted absent other disclosures.

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).

1. Name and Address of Reporting Person^*

Agarwal Amit

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2025

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	06/13/2025		G		3,299	D	$0	27,999	D
Class A Common Stock	09/15/2025		C(1)		44,444	A	$0	46,084	I	By Trust(2)
Class A Common Stock	09/15/2025		S(3)		6,139	D	$136.9561(4)	39,945	I	By Trust(2)
Class A Common Stock	09/15/2025		S(3)		9,961	D	$137.8827(5)	29,984	I	By Trust(2)
Class A Common Stock	09/15/2025		S(3)		25,353	D	$138.7183(6)	4,631	I	By Trust(2)
Class A Common Stock	09/15/2025		S(3)		2,991	D	$139.4716(7)	1,640	I	By Trust(2)
Class A Common Stock	09/16/2025		C(1)		33,333	A	$0	34,973	I	By Trust(2)
Class A Common Stock	09/16/2025		S(3)		2,200	D	$133.5344(8)	32,773	I	By Trust(2)
Class A Common Stock	09/16/2025		S(3)		21,310	D	$134.6395(9)	11,463	I	By Trust(2)
Class A Common Stock	09/16/2025		S(3)		9,723	D	$135.4152(10)	1,740	I	By Trust(2)
Class A Common Stock	09/16/2025		S(3)		100	D	$136.05	1,640	I	By Trust(2)
Class A Common Stock								6,541	I	By Trust(11)

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
Class B Common Stock	(1)	09/12/2025		G			333,333	(1)	(1)	Class A Common Stock	333,333	$0	723,392	I	By Trust(2)
Class B Common Stock	(1)	09/15/2025		C			44,444	(1)	(1)	Class A Common Stock	44,444	$0	678,948	I	By Trust(2)
Class B Common Stock	(1)	09/16/2025		C			33,333	(1)	(1)	Class A Common Stock	33,333	$0	645,615	I	By Trust(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	603,464		603,464	I	By Trust(11)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	53,063		53,063	I	By Spouse(12)

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 June 13, 2025.

4. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $136.28 to $137.27. 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 $137.28 to $138.27. 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 $138.28 to $139.27. 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 $139.28 to $139.71. 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 $133.01 to $134.00. 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 $134.03 to $135.02. 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 $135.04 to $136.02. 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. Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee.

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

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	09/16/2025
	** 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 Amit Agarwal report on the Form 4 for DDOG?

Answer: The Form 4 discloses conversions of Class B to Class A shares, acquisitions and multiple sales executed under a 10b5-1 plan between 06/13/2025 and 09/16/2025.

Were the sales by Amit Agarwal part of a preplanned trading arrangement?

Answer: Yes. Several sales were reported as executed pursuant to a 10b5-1 plan dated 06/13/2025.

What price range did the reported sales occur at?

Answer: The weighted-average sales prices reported range approximately from $133.01 to $139.71, with specific transactions noted in the explanations.

How are the shares held by the reporting person structured?

Answer: Shares are held directly and indirectly, including by Agarwal 2018 Family Trust and Agarwal 2019 Family Trust, with the spouse serving as Trustee in the trusts noted.

Do Class B shares convert to Class A shares?

Answer: Yes. Each Class B share is convertible at any time into one Class A share and will convert automatically upon certain events, as described in the filing.