Datadog (NASDAQ: DDOG) counsel sells shares to cover RSU taxes

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Datadog, Inc.’s General Counsel and Secretary, Kerry Acocella, sold 7,252 shares of Class A common stock in an open-market transaction. The shares were sold on June 2, 2026 at a weighted-average price of about $267.15 per share.

According to the disclosure, the issuer required this sale solely to cover tax withholding obligations arising from the vesting of restricted stock units and performance-based restricted stock units, as well as related brokerage fees. After the sale, Acocella continues to hold 133,237 shares of Datadog Class A common stock directly.

Insights

Datadog’s counsel sold shares mainly to cover equity award taxes.

The filing shows Datadog General Counsel Kerry Acocella executed an open-market sale of 7,252 Class A shares at a weighted-average price of about $267.15 on June 2, 2026. The transaction is coded as an open-market sale (code S).

A key detail is that Datadog required the sale strictly to cover tax withholding from vesting restricted stock units and performance-based restricted stock units, plus brokerage fees. This indicates the sale is tied to compensation mechanics rather than a discretionary liquidation of a large ownership stake.

After the sale, Acocella still directly owns 133,237 shares, and no remaining derivative positions are listed. This suggests continuing meaningful equity exposure for the executive. Subsequent company filings may provide further visibility into future vesting events and any related tax-driven share sales.

Insider Trade Summary

Net Seller: 7,252 shares ($1,937,404)

Net Sell 1 txn

Insider Acocella Kerry

Role General Counsel and Secretary

Sold 7,252 shs ($1.94M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	7,252	$267.1544	$1.94M

Holdings After Transaction: Class A Common Stock — 133,237 shares (Direct, null)

Footnotes (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 $267.15 to $268.44. 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.

Key Figures

Shares sold: 7,252 shares Weighted-average sale price: $267.1544 per share Post-transaction holdings: 133,237 shares +1 more

4 metrics

Shares sold 7,252 shares Open-market sale on June 2, 2026

Weighted-average sale price $267.1544 per share Class A common stock sale

Post-transaction holdings 133,237 shares Class A common stock held directly after sale

Sale price range $267.15–$268.44 per share Price range disclosed in footnote for sold shares

Key Terms

restricted stock units, performance-based restricted stock units, weighted-average sales price, open-market sale

4 terms

restricted stock units financial

"tax withholding obligations realized upon the vesting of restricted stock units and performance-based restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based restricted stock units financial

"vesting of restricted stock units and performance-based restricted stock units, as well as any related brokerage commission fees"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

weighted-average sales price financial

"Price reported is a weighted-average sales price. The shares were sold at prices ranging"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

06/04/2026 - 05:43 PM

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^*

Acocella Kerry

(Last)

(First)

(Middle)

C/O DATADOG, INC.

620 8TH AVENUE, 45TH FLOOR

(Street)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/02/2026		S⁽¹⁾		7,252	D	$267.1544⁽²⁾	133,237	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $267.15 to $268.44. 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	06/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Datadog (DDOG) executive Kerry Acocella report in this Form 4?

Kerry Acocella, Datadog’s General Counsel and Secretary, reported selling 7,252 shares of Class A common stock. The transaction occurred on June 2, 2026, at a weighted-average price of about $267.15 per share in an open-market sale transaction.

Why did Datadog (DDOG) General Counsel sell 7,252 shares?

The shares were sold because Datadog required Acocella to sell only the number of shares needed to cover tax withholding obligations from vesting restricted stock units and performance-based units, plus related brokerage fees, making the sale closely tied to equity compensation taxes.

What price did the Datadog (DDOG) shares sell for in the reported transaction?

The filing reports a weighted-average sales price of approximately $267.15 per share. Footnotes state the individual trades occurred in a price range between $267.15 and $268.44, and detailed breakdowns are available on request from the reporting person.

How many Datadog (DDOG) shares does Kerry Acocella own after this Form 4 transaction?

After selling 7,252 shares, Acocella directly holds 133,237 shares of Datadog Class A common stock. This post-transaction balance, disclosed in the Form 4, shows she continues to maintain a sizable equity position in the company.

Was the Datadog (DDOG) insider sale part of a tax withholding process?

Yes. The footnotes explain the issuer required the sale solely to cover applicable tax withholding obligations from vesting restricted stock units and performance-based restricted stock units, along with brokerage commissions, indicating a compensation-related transaction rather than a discretionary large sale.