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

Financial Analyst

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.

Corporate Governance Expert

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.

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)
09/17/2025

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	09/17/2025		C(1)		10,094	A	$0	11,734	I	By Trust(2)
Class A Common Stock	09/17/2025		S(3)		400	D	$132.9378(4)	11,334	I	By Trust(2)
Class A Common Stock	09/17/2025		S(3)		7,993	D	$134.2537(5)	3,341	I	By Trust(2)
Class A Common Stock	09/17/2025		S(3)		1,600	D	$135.1051(6)	1,741	I	By Trust(2)
Class A Common Stock	09/17/2025		S(3)		101	D	$136.3946(7)	1,640	I	By Trust(2)
Class A Common Stock	09/18/2025		C(1)		18	A	$0	1,658	I	By Trust(2)
Class A Common Stock	09/18/2025		S		18	D	$135.23	1,640	I	By Trust(2)
Class A Common Stock								6,541	I	By Trust(8)
Class A Common Stock								27,999	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
Class B Common Stock	(1)	09/17/2025		C			10,094	(1)	(1)	Class A Common Stock	10,094	$0	635,521	I	By Trust(2)
Class B Common Stock	(1)	09/18/2025		C			18	(1)	(1)	Class A Common Stock	18	$0	635,503	I	By Trust(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	53,063		53,063	I	By Spouse
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	603,464		603,464	I	By Trust(8)

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 $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.

5. 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.

6. 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.

7. 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.

8. Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	09/19/2025
	** 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 Datadog director Amit Agarwal do in the Form 4 (DDOG)?

The filing shows Mr. Agarwal converted 10,112 Class B shares to Class A and sold 10,112 Class A shares on Sept 17-18, 2025 under a 10b5-1 plan.

How many shares were sold and at what prices?

A total of 10,112 shares were sold across transactions with weighted-average reported prices of $132.9378, $134.2537, $135.1051, $136.3946 and $135.23, and individual sale price ranges noted between $132.49 and $136.40.

Were the sales part of a prearranged trading plan?

Yes. The filing states the shares were sold pursuant to a 10b5-1 plan dated June 13, 2025.

How many shares does the reporting person hold after the transactions?

The Form 4 reports the reporting person holds 1,640 Class A shares indirectly (held by trust) after the reported transactions.

Who holds the remaining shares mentioned in the filing?

The filing discloses shares held in family trusts (Agarwal 2018 Family Trust and Agarwal 2019 Family Trust) with the reporting person’s spouse named as Trustee.