Form 4: ICONIQ's Matthew Jacobson reports Datadog share dispositions

Rhea-AI Filing Summary

Matthew Jacobson, a General Partner and Managing Director at ICONIQ Capital and a director-level reporting person, reported multiple sales of Datadog, Inc. (DDOG) Class A common stock on 08/22/2025 and 08/25/2025. The filing shows dispositions of 19,859, 29,264, 24,243 and 35,722 shares (totaling 109,088 shares) executed at weighted-average prices of about $132.0101 on 08/22 and $128.6043 on 08/25, with price ranges provided for each date. Post-transaction beneficial ownership is reported indirectly through ICONIQ Strategic Partners VI, L.P. and VI-B, L.P., with specified holdings shown for each entity. The report includes disclaimers that the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest and notes certain shares held in trusts.

Positive

• Complete disclosure of each transaction date, share count, and weighted-average prices with explanatory footnotes
• Post-transaction beneficial ownership quantities are provided for ICONIQ Strategic Partners VI and VI-B, improving transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine institutional insider sales reported; transactions detail quantities and weighted-average prices without new operational or financial disclosures.

The Form 4 documents dispositions totaling 109,088 shares across two dates with explicit weighted-average sale prices and price ranges. Holdings are shown as indirect via ICONIQ Strategic Partners VI and VI-B, indicating the sales were executed by investment vehicles rather than direct personal liquidations. The filing contains standard disclaimers about pecuniary interest and trust-held shares. There are no new revenue, earnings, or forward-looking metrics disclosed in this filing.

Corporate Governance Expert

TL;DR: Disclosure is consistent with Section 16 requirements; sales are documented and accompanied by standard beneficial ownership disclaimers.

All required fields are completed: reporting person identity, relationship to issuer (director), transaction dates, codes, share counts, and weighted-average prices with explanatory footnotes for price ranges and ownership structure. The report notes indirect ownership through ICONIQ entities and trust arrangements and includes the reporting person’s formal disclaimer of beneficial ownership except for any pecuniary interest. No amendments or other governance actions are indicated.

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^*

Jacobson Matthew

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

(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)
08/22/2025

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	08/22/2025		S		19,859	D	$132.0101(1)	476,883	I(2)(3)	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock	08/22/2025		S		29,264	D	$132.0101(1)	702,709	I(2)(3)	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock	08/25/2025		S		24,243	D	$128.6043(4)	452,640	I(2)(3)	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock	08/25/2025		S		35,722	D	$128.6043(4)	666,987	I(2)(3)	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock								675,558	D(5)

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 price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $131.95 to $132.1975. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

2. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. Divesh Makan, William J.G. Griffith and the Reporting Person are the sole equity holders of ICONIQ VI Parent GP.

3. The Reporting Person is a General Partner and a Managing Director at ICONIQ Capital. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $128.50 to $128.83. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

5. These shares are directly held by the Reporting Person through a trust of which he is a trustee and another estate planning trust having an independent trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose

	/s/ Matthew Jacobson	08/26/2025
	** 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 trades did Matthew Jacobson report on Form 4 for DDOG?

The Form 4 reports dispositions of 19,859, 29,264 (08/22/2025) and 24,243, 35,722 (08/25/2025) Class A shares of DDOG.

How many total shares were sold in the reported transactions?

The filing shows a total of 109,088 shares sold across the listed transactions.

At what prices were the DDOG shares sold according to the filing?

08/22 sales show a weighted-average price of $132.0101 (range $131.95–$132.1975). 08/25 sales show a weighted-average price of $128.6043 (range $128.50–$128.83).

Who holds the remaining reported shares after these sales?

Post-transaction holdings are reported indirectly through ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P., with specific share totals listed for each.

Does Matthew Jacobson claim direct beneficial ownership of the reported shares?

The filing includes a disclaimer that the Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest; some shares are noted as held in trusts.