Agarwal (DDOG) converts Class B and sells 10,112 Class A shares via 10b5-1
Rhea-AI Filing Summary
Amit Agarwal, a director of Datadog, Inc. (DDOG), converted 10,112 Class B shares into Class A shares on Sept 17-18, 2025 and sold the same 10,112 Class A shares under a 10b5-1 plan. Sales executed at weighted-average prices ranging from about $132.49 to $136.40, with reported weighted-average prices of $132.9378, $134.2537, $135.1051, $136.3946 and $135.23 on the listed trades. After these transactions, the reporting person retains an indirect holding of 1,640 Class A shares held by trust(es). The filing notes that many shares are held in family trusts and that each Class B share is convertible into one Class A share.
Positive
- Sales executed under a 10b5-1 plan, reducing concerns about opportunistic insider timing
- Conversions and sales fully disclosed with weighted-average prices and price ranges provided
Negative
- Director sold 10,112 shares, reducing direct/indirect holdings to 1,640 Class A shares held in trust
- Large block monetized (conversion then sale), which may be viewed negatively by some investors despite use of a 10b5-1 plan
Insights
TL;DR Director converted 10,112 Class B to A shares and sold all 10,112 shares under a prearranged 10b5-1 plan at mid-$130s prices.
The transactions appear procedural and liquidity-driven: the conversion of Class B into Class A followed by immediate sales suggests the director monetized a block of convertible holdings. Sales were executed under a dated 10b5-1 plan (June 13, 2025), which typically mitigates timing concerns. The reported weighted-average sale prices ranged across roughly $132.49 to $136.40, indicating execution over multiple price points. Remaining indirect holdings reported are modest (1,640 Class A shares by trust) relative to the converted/sold block, though the filing also discloses substantial underlying Class A economic exposure via trusts and spouse in the derivative table.
TL;DR Insider sales were conducted via a documented 10b5-1 plan and included conversions from dual-class stock prior to sale.
The filing clearly states the use of a 10b5-1 plan dated June 13, 2025, which provides procedural protection for insider sales from an approvals and timing perspective. The conversion mechanics are described: Class B shares are convertible into Class A shares, triggering automatic conversion events under certain conditions. Holdings are largely indirect through family trusts with the spouse as trustee; this structure and the trustee role are disclosed transparently in the form. No amendment or unusual disclosure flags are present in the filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 18 | $0.00 | -- |
| Conversion | Class A Common Stock | 18 | $0.00 | -- |
| Sale | Class A Common Stock | 18 | $135.23 | $2K |
| Conversion | Class B Common Stock | 10,094 | $0.00 | -- |
| Conversion | Class A Common Stock | 10,094 | $0.00 | -- |
| Sale | Class A Common Stock | 400 | $132.9378 | $53K |
| Sale | Class A Common Stock | 7,993 | $134.2537 | $1.07M |
| Sale | Class A Common Stock | 1,600 | $135.1051 | $216K |
| Sale | Class A Common Stock | 101 | $136.3946 | $14K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| 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. 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 June 13, 2025. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $132.49 to $133.19. 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 $133.715 to $134.71. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $134.73 to $135.65. 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 $135.85 to $136.4. 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.
