Datadog (NASDAQ: DDOG) director logs 15,000-share conversion and gift

Rhea-AI Filing Summary

Datadog director reports share conversion and charitable gift. On 12/12/2025, the reporting person’s family trust converted 15,000 shares of Class B common stock into 15,000 shares of Class A common stock at a price of $0 per share. The trust then donated 15,000 Class A shares, at $0 per share, to a donor-advised fund that will use the gifted shares for charitable purposes. After these transactions, the trust indirectly holds 12,496 Class A shares and 240,542 Class B derivative securities, and the reporting person also directly owns 19,612 Class A shares.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Callahan Michael James

(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)
12/12/2025

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	12/12/2025		C(1)		15,000	A	$0	27,496	I	By Trust(2)
Class A Common Stock	12/12/2025		G(3)		15,000	D	$0	12,496	I	By Trust(2)
Class A Common Stock								19,612	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)	12/12/2025		C			15,000	(1)	(1)	Class A Common Stock	15,000	$0	240,542	I	By Trust(2)

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. The Shares are held by The Callahan-Thernstrom Family Trust, of which Reporting Person is Trustee.

3. Shares donated to a donor-advised fund, which will use the gifted shares for charitable purposes.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	12/16/2025
	** 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 insider transaction did Datadog (DDOG) report in this Form 4?

A Datadog director reported that a family trust converted 15,000 shares of Class B common stock into 15,000 shares of Class A common stock and then donated those 15,000 Class A shares to a donor-advised fund on 12/12/2025.

How many Datadog shares were donated for charitable purposes?

The reporting person’s trust donated 15,000 shares of Class A common stock to a donor-advised fund, which will use the gifted shares for charitable purposes.

What is the relationship of the reporting person to Datadog (DDOG)?

The reporting person is a director of Datadog, Inc., as indicated in the relationship section of the filing.

How many Datadog Class A shares does the reporting person own after the transactions?

After the reported transactions, the filing shows the reporting person indirectly12,496 Class A shares through a trust and also directly owns 19,612 Class A shares.

What derivative securities related to Datadog does the reporting person hold after the transactions?

Following the conversion, the filing reports that the trust indirectly holds 240,542 derivative securities of Class B common stock, each convertible into one share of Class A common stock.

How are the Datadog shares held by the reporting person structured?

Some shares are held through The Callahan-Thernstrom Family Trust, where the reporting person is trustee, and additional Class A shares are held directly by the reporting person.

What are the key terms of Datadog’s Class B to Class A share conversion?

Each share of Class B common stock is convertible at any time at the holder’s option into one share of Class A common stock with no expiration date, and it will also convert automatically upon certain events described in the filing.