Form 4: DDOG CEO Sells Shares to Cover RSU Taxes, Retains 533,358 Shares

Rhea-AI Filing Summary

Datadog, Inc. (DDOG) Form 4: Olivier Pomel, listed as both a director and Chief Executive Officer, reported transactions dated 09/02/2025 selling 15,357 shares of Class A common stock at a weighted-average price of $133.8472 per share. After the sale, he beneficially owns 533,358 shares. The filing states the shares were sold to cover tax withholding obligations arising when restricted stock units and performance-based restricted stock units vested; sale prices ranged from $132.94 to $133.85.

Insights

Financial Analyst

TL;DR: Routine insider sale to cover tax withholding on vested equity; not a change in ongoing ownership control.

The Form 4 documents a net sale of 15,357 Class A shares by CEO Olivier Pomel executed to satisfy tax withholding from RSU and performance-RSU vesting. The weighted-average sale price reported is $133.8472, with a disclosed price range of $132.94 to $133.85. Post-transaction beneficial ownership is 533,358 shares. This transaction is described as compelled by tax withholding requirements rather than discretionary cash raising or strategic disposition.

Corporate Governance Expert

TL;DR: Insider sale is administrative and customary following vesting; filing is compliant and includes required explanatory detail.

The disclosure includes the required explanation that only shares necessary to cover tax and commission expenses were sold, and the filer offers to provide per-price breakdowns upon request. The signature by attorney-in-fact and inclusion of transaction codes and post-sale holdings align with Section 16 reporting requirements. No indication of changes to officer/director status is present.

Insider Trade Summary

Net Seller: 15,357 shares ($2,055,491)

Net Sell 1 txn

Insider Pomel Olivier

Role Chief Executive Officer

Sold 15,357 shs ($2.06M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	15,357	$133.8472	$2.06M

Holdings After Transaction: Class A Common Stock — 533,358 shares (Direct)

Footnotes (1)

1. The Reporting Person was required by the Issuer to sell only the number of shares of common stock necessary to cover applicable tax withholding obligations realized upon the vesting of restricted stock units and performance-based restricted stock units, as well as any related brokerage commission fees. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $ 132.94 to $133.85. 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.

Form 4 Insider Transactions: What Each Field Means →

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).

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)
09/02/2025

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	09/02/2025		S(1)		15,357	D	$133.8472(2)	533,358	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

Explanation of Responses:

1. The Reporting Person was required by the Issuer to sell only the number of shares of common stock necessary to cover applicable tax withholding obligations realized upon the vesting of restricted stock units and performance-based restricted stock units, as well as any related brokerage commission fees.

2. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $ 132.94 to $133.85. 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.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	09/04/2025
	** 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 Olivier Pomel sell according to the DDOG Form 4?

He sold 15,357 Class A shares of Datadog common stock on 09/02/2025.

Why were the shares sold in the DDOG Form 4 filing?

The filing states the shares were sold to cover tax withholding obligations and related brokerage commissions arising from the vesting of RSUs and performance-RSUs.

What price did the shares sell for in the DDOG Form 4?

The weighted-average sale price reported is $133.8472, with individual sale prices ranging from $132.94 to $133.85.

How many shares does Olivier Pomel beneficially own after the transaction?

The filing reports 533,358 shares beneficially owned following the reported sale.

Who signed the Form 4 for Olivier Pomel?

The form was signed by /s/ Kerry Acocella, Attorney-in-Fact on 09/04/2025.