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  4. [Form 4] Datadog, Inc. Insider Trading Activity

Datadog insider converts Class B to Class A and sells shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Datadog, Inc. (DDOG) reported insider equity transactions by its Chief Executive Officer and director. On 11/17/2025, the reporting person converted 100,754 shares of Class B Common Stock into an equal number of Class A Common Stock at an exercise price of $0. That same day, they sold multiple blocks of Class A shares, including 19,126 shares at a weighted-average price of $179.5724 and 33,749 shares at $180.3307, under a Rule 10b5-1 trading plan dated September 13, 2024. Following these transactions, the reporting person directly owned 533,358 shares of Class A Common Stock and 8,317,225 derivative securities linked to Class B Common Stock, which is convertible into Class A on a one-for-one basis.

Positive

  • None.

Negative

  • None.

Insights

CEO executed planned 10b5-1 stock sale, modestly trimming Class A holdings while retaining a very large Class B position.

The filing shows the **CEO/Director of Datadog, Inc.** converting **100,754** shares of **Class B** into **Class A Common Stock** at an effective price of $0, then selling those **100,754** Class A shares on 11/17/2025. The sales occurred in several blocks between about $179.01 and $184.78, reported as weighted-average prices. After these transactions, direct Class A ownership decreased from **634,112** to **533,358** shares.

Despite the sale, the reporting person continues to hold a very large **Class B** position, with **8,317,225** Class B shares reported as beneficially owned after the transaction. Each Class B share is convertible 1-for-1 into Class A and carries conversion features tied to transfer, death, or the tenth anniversary of the company’s initial public offering, which can affect long-term voting and control structures. The sales are explicitly described as occurring under a **Rule 10b5-1 trading plan** dated September 13, 2024, which indicates a pre-arranged schedule rather than an ad hoc decision.

This event slightly reduces the CEO’s liquid Class A stake but leaves overall economic and voting exposure substantial due to the remaining Class B holdings. The key items to watch are any future Form 4 filings that show additional Class B-to-Class A conversions or continued 10b5-1 sales, especially as the automatic Class B conversion trigger tied to the IPO’s tenth anniversary approaches. The relevant reference dates in this filing are the trade date 11/17/2025 and the 10b5-1 plan adoption date of September 13, 2024.

Insider Pomel Olivier
Role Chief Executive Officer
Sold 100,754 shs ($18.25M)
Type Security Shares Price Value
Conversion Class B Common Stock 100,754 $0.00 --
Conversion Class A Common Stock 100,754 $0.00 --
Sale Class A Common Stock 19,126 $179.5724 $3.43M
Sale Class A Common Stock 33,749 $180.3307 $6.09M
Sale Class A Common Stock 18,364 $181.5459 $3.33M
Sale Class A Common Stock 19,563 $182.452 $3.57M
Sale Class A Common Stock 5,600 $183.5878 $1.03M
Sale Class A Common Stock 4,352 $184.3605 $802K
Holdings After Transaction: Class B Common Stock — 8,317,225 shares (Direct); Class A Common Stock — 634,112 shares (Direct)
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. Shares sold pursuant to a 10b5-1 plan dated September 13, 2024. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $179.01 to $180.00. 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 $180.01 to $181.00. 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 $181.01 to $182.00. 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 $182.01 to $183.00. 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 $183.04 to $184.03. 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 $184.05 to $184.78. 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).
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*
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)
11/17/2025
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 11/17/2025 C(1) 100,754 A $0 634,112 D
Class A Common Stock 11/17/2025 S(2) 19,126 D $179.5724(3) 614,986 D
Class A Common Stock 11/17/2025 S(2) 33,749 D $180.3307(4) 581,237 D
Class A Common Stock 11/17/2025 S(2) 18,364 D $181.5459(5) 562,873 D
Class A Common Stock 11/17/2025 S(2) 19,563 D $182.452(6) 543,310 D
Class A Common Stock 11/17/2025 S(2) 5,600 D $183.5878(7) 537,710 D
Class A Common Stock 11/17/2025 S(2) 4,352 D $184.3605(8) 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
Class B Common Stock (1) 11/17/2025 C 100,754 (1) (1) Class A Common Stock 100,754 $0 8,317,225 D
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. Shares sold pursuant to a 10b5-1 plan dated September 13, 2024.
3. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $179.01 to $180.00. 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.
4. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $180.01 to $181.00. 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 $181.01 to $182.00. 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 $182.01 to $183.00. 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 $183.04 to $184.03. 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 $184.05 to $184.78. 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 11/19/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Datadog (DDOG) report on this Form 4?

The filing reports that Datadog's Chief Executive Officer and director converted 100,754 shares of Class B Common Stock into Class A Common Stock on 11/17/2025, then sold portions of the resulting Class A shares in several transactions the same day.

At what prices did the Datadog (DDOG) insider sell Class A shares?

The insider sold Class A Common Stock on 11/17/2025 in multiple tranches at weighted-average prices, including $179.5724, $180.3307, $181.5459, $182.452, $183.5878 and $184.3605, with each range further detailed in the filing.

How many Datadog (DDOG) shares does the insider own after these trades?

After the reported transactions, the insider directly owned 533,358 shares of Datadog Class A Common Stock and 8,317,225 derivative securities relating to Class B Common Stock.

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

Yes. The filing states that the shares sold on 11/17/2025 were sold pursuant to a Rule 10b5-1 trading plan dated September 13, 2024, which pre-specified the transactions.

What is the conversion feature of Datadog (DDOG) Class B Common Stock?

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 and has no expiration date. It also converts automatically upon certain transfers, upon the reporting person's death for directly or trustee-held shares, and on the tenth anniversary of Datadog's initial public offering.

Is the reporting person a major Datadog (DDOG) insider?

Yes. The form indicates the reporting person is both a Director and an Officer, serving as Chief Executive Officer of Datadog, Inc.