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Family trust of Datadog (NASDAQ: DDOG) director sells 112,500 shares in planned trades

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Datadog, Inc. director Michael James Callahan reported a planned sale and share conversion alongside a new equity grant. A family trust for which he is trustee converted 112,500 shares of Class B Common Stock into Class A and on the same day sold 112,500 Class A shares in multiple open-market transactions at weighted-average prices described in the filing, with individual price ranges from $227.73 to $236.65, under a pre-arranged Rule 10b5-1 trading plan dated March 13, 2026.

Following these sales, the trust continued to hold 120,781 Class A shares and 123,042 Class B shares, while Callahan directly held 20,684 Class A shares after receiving a grant of 1,072 Restricted Stock Units that vest at the earlier of Datadog’s next annual stockholder meeting or June 15, 2027, subject to his continued service.

Positive

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Insights

Planned trust sales offset by continued sizable holdings and a small RSU grant.

The filing shows a family trust associated with Datadog director Michael James Callahan converting 112,500 Class B shares into Class A and selling the same number of Class A shares in multiple open-market trades. The filing states these sales were made under a Rule 10b5-1 plan dated March 13, 2026, indicating a pre-scheduled program rather than discretionary market timing.

After the transactions, the trust still holds 120,781 Class A and 123,042 Class B shares, while Callahan also maintains a direct position of 20,684 Class A shares including 1,072 RSUs. The RSUs vest at the earlier of the next annual meeting or June 15, 2027, contingent on continued service. Overall, the pattern reflects liquidity from a planned program with ongoing equity exposure rather than a full exit.

Insider Callahan Michael James
Role null
Sold 112,500 shs ($26.06M)
Type Security Shares Price Value
Grant/Award Class A Common Stock 1,072 $0.00 --
Conversion Class B Common Stock 112,500 $0.00 --
Conversion Class A Common Stock 112,500 $0.00 --
Sale Class A Common Stock 6,715 $228.3086 $1.53M
Sale Class A Common Stock 11,284 $229.5007 $2.59M
Sale Class A Common Stock 28,701 $230.0622 $6.60M
Sale Class A Common Stock 14,173 $231.3005 $3.28M
Sale Class A Common Stock 18,830 $232.3145 $4.37M
Sale Class A Common Stock 12,005 $233.3673 $2.80M
Sale Class A Common Stock 16,145 $234.0983 $3.78M
Sale Class A Common Stock 2,901 $235.4903 $683K
Sale Class A Common Stock 1,746 $236.2021 $412K
Holdings After Transaction: Class A Common Stock — 20,684 shares (Direct, null); Class B Common Stock — 123,042 shares (Indirect, By Trust); Class A Common Stock — 127,496 shares (Indirect, By Trust)
Footnotes (1)
  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. The Shares are held by The Callahan-Thernstrom Family Trust, of which Reporting Person is Trustee. Shares sold pursuant to a 10b5-1 plan dated March 13, 2026. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $227.73 to $228.71. 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 $228.83 to $229.82. 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 $229.83 to $230.82. 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 $230.83 to $231.82. 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 $231.84 to $232.83. 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 $232.85 to $233.84. 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 $233.85 to $234.84. 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 $234.86 to $235.85. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $235.90 to $236.65. 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. Represents the number of shares underlying Restricted Stock Units ("RSUs") granted pursuant to the Issuer's non-employee director compensation policy. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. The RSUs vest on the earlier of (A) the Company's next annual meeting of stockholders and (B) June 15, 2027, in each case, subject to the Reporting Person's continuous service to the Issuer through the vesting date.
Shares sold by trust 112,500 shares Class A Common Stock sold in open-market transactions on June 12, 2026
Shares converted 112,500 shares Class B Common Stock converted into Class A on June 12, 2026
Sale price range $227.73–$236.65 per share Price ranges for weighted-average sales reported in multiple tranches
Trust Class A holdings 120,781 shares Class A Common Stock held indirectly by family trust after transactions
Trust Class B holdings 123,042 shares Class B Common Stock held indirectly by family trust after conversion
Director direct holdings 20,684 shares Class A Common Stock held directly after RSU grant
RSU grant size 1,072 RSUs Non-employee director grant vesting by next annual meeting or June 15, 2027
Rule 10b5-1 plan financial
"Shares sold pursuant to a 10b5-1 plan dated March 13, 2026."
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
Restricted Stock Units ("RSUs") financial
"Represents the number of shares underlying Restricted Stock Units ("RSUs") granted pursuant to the Issuer's non-employee director compensation policy."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Class B Common Stock financial
"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."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
weighted-average sales price financial
"Price reported is a weighted-average sales price. The shares were sold at prices ranging from $227.73 to $228.71."
non-employee director compensation policy financial
"Represents the number of shares underlying Restricted Stock Units ("RSUs") granted pursuant to the Issuer's non-employee director compensation policy."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
X
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 NEW YORK 10018
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Datadog, Inc. [ DDOG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/12/2026C112,500A(1)127,496IBy Trust(2)
Class A Common Stock06/12/2026S(3)6,715D$228.3086(4)120,781IBy Trust(2)
Class A Common Stock06/12/2026S(3)11,284D$229.5007(5)109,497IBy Trust(2)
Class A Common Stock06/12/2026S(3)28,701D$230.0622(6)80,796IBy Trust(2)
Class A Common Stock06/12/2026S(3)14,173D$231.3005(7)66,623IBy Trust(2)
Class A Common Stock06/12/2026S(3)18,830D$232.3145(8)47,793IBy Trust(2)
Class A Common Stock06/12/2026S(3)12,005D$233.3673(9)35,788IBy Trust(2)
Class A Common Stock06/12/2026S(3)16,145D$234.0983(10)19,643IBy Trust(2)
Class A Common Stock06/12/2026S(3)2,901D$235.4903(11)16,742IBy Trust(2)
Class A Common Stock06/12/2026S(3)1,746D$236.2021(12)14,996IBy Trust(2)
Class A Common Stock06/15/2026A1,072(13)A$020,684D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)06/12/2026C112,500 (1) (1)Class A Common Stock112,500$0123,042IBy 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 sold pursuant to a 10b5-1 plan dated March 13, 2026.
4. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $227.73 to $228.71. 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.
5. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $228.83 to $229.82. 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 $229.83 to $230.82. 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 $230.83 to $231.82. 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 $231.84 to $232.83. 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 $232.85 to $233.84. 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 $233.85 to $234.84. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $234.86 to $235.85. 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.
12. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $235.90 to $236.65. 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.
13. Represents the number of shares underlying Restricted Stock Units ("RSUs") granted pursuant to the Issuer's non-employee director compensation policy. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. The RSUs vest on the earlier of (A) the Company's next annual meeting of stockholders and (B) June 15, 2027, in each case, subject to the Reporting Person's continuous service to the Issuer through the vesting date.
Remarks:
/s/ Kerry Acocella, Attorney-in-Fact06/16/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Datadog (DDOG) director Michael James Callahan report?

He reported converting 112,500 Class B shares into Class A and selling 112,500 Class A shares in multiple open-market trades. The transactions were executed by a family trust for which he is trustee under a Rule 10b5-1 plan.

At what prices were the Datadog (DDOG) shares sold in the recent Form 4?

The filing reports weighted-average sales prices for several tranches, with underlying sale price ranges from $227.73 to $236.65 per share. Detailed breakdowns by exact price point are available from the reporting person upon request.

How many Datadog (DDOG) shares does Michael James Callahan hold after these transactions?

After the reported trades, a family trust holds 120,781 Class A and 123,042 Class B shares. Callahan also directly holds 20,684 Class A shares, reflecting his personal and trust-related equity exposure to Datadog following the Form 4.

Was the Datadog (DDOG) insider sale made under a Rule 10b5-1 plan?

Yes. The filing states the shares were sold pursuant to a Rule 10b5-1 trading plan dated March 13, 2026. Such plans pre-schedule trades, which can reduce the informational significance of the exact sale timing for outside investors.

What Restricted Stock Units (RSUs) did Datadog (DDOG) grant to Michael James Callahan?

He received 1,072 RSUs under Datadog’s non-employee director compensation policy. Each RSU equals one Class A share and vests at the earlier of the next annual stockholder meeting or June 15, 2027, subject to his continuous service to the company.

How does Datadog’s Class B Common Stock convert according to the Form 4 footnotes?

Each Class B share is convertible into one Class A share at any time at the holder’s option and has no expiration. Automatic conversion occurs upon certain transfers, upon the reporting person’s death in specified cases, or on the tenth anniversary of Datadog’s IPO.