[Form 4] Datadog, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kerry Acocella, General Counsel and Secretary of Datadog, Inc. (DDOG), reported sales of Class A common stock in two transactions. On 08/29/2025 she sold 12,971 shares at a weighted-average price of $139.96, reducing her reported holdings to 102,519 shares. On 09/02/2025 she sold 5,142 shares at a weighted-average price of $133.8475 (individual sale prices ranged $132.92 to $133.85), leaving 97,377 shares beneficially owned. The 08/29/2025 sales were made pursuant to a 10b5-1 plan modified on May 30, 2025; the 09/02/2025 sale was required by the issuer to cover tax withholding on vested RSUs and PSUs plus brokerage fees. The form is signed and dated 09/03/2025.

Positive

• Transaction transparency: Form 4 discloses exact share counts, prices, and remaining beneficial ownership after each sale
• Use of a 10b5-1 plan: Sales on 08/29/2025 were executed pursuant to a modified 10b5-1 plan, supporting compliance with insider trading rules
• Issuer-mandated withholding clarity: Filing explains the 09/02/2025 sale was to cover tax withholding on vested RSUs and PSUs

Negative

• Insider share reduction: Aggregate sale of 18,113 Class A shares decreases reported beneficial ownership from pre-sale levels to 97,377 shares

Insights

Corporate Governance Expert

TL;DR Insider executed rule-compliant sales under a 10b5-1 plan and issuer-required withholding; routine disclosure with no new governance concerns.

The reporting shows structured, preplanned disposition and a separate issuer-mandated sale to satisfy tax withholding from equity vesting. Use of a 10b5-1 plan, modified on May 30, 2025, indicates transactions were intended to follow an affirmative defense to insider trading claims. The filing discloses remaining beneficial ownership counts after each sale, preserving transparency. There is no indication of additional compensatory or related-party transactions beyond the tax-withholding mechanic described.

Securities Analyst

TL;DR Insider share reductions are material for ownership tracking but reflect tax-withholding and preplanned sales, not an unexpected divestiture.

The reported disposals total 18,113 Class A shares sold across two dates at weighted-average prices of $139.96 and $133.8475, respectively. The filing specifies the 09/02/2025 sale fulfilled the issuer's requirement to cover withholding on vested restricted stock units and performance-based restricted stock units. Remaining beneficial ownership is reported as 97,377 shares after the second sale, allowing investors to update insider ownership metrics precisely. No derivative transactions were reported.

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^*

Acocella Kerry

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		S(1)		12,971	D	$139.96	102,519	D
Class A Common Stock	09/02/2025		S(2)		5,142	D	$133.8475(3)	97,377	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. Shares sold pursuant to a 10b5-1 plan modified pursuant to Rule 10b5-1(c)(1)(iv) on May 30, 2025.

2. 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.

3. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $ 132.92 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	09/03/2025
	** 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 Kerry Acocella sell according to the Form 4 for DDOG?

She sold 18,113 Class A shares across two transactions: 12,971 shares on 08/29/2025 and 5,142 shares on 09/02/2025.

Why were some shares sold on 09/02/2025 in the DDOG Form 4?

The issuer required the sale of the number of shares necessary to cover tax withholding obligations from vested restricted stock units and performance-based restricted stock units, plus brokerage fees.

Were the 08/29/2025 sales covered by a 10b5-1 plan?

Yes. The shares sold on 08/29/2025 were pursuant to a 10b5-1 plan modified on May 30, 2025.

What prices were reported for the sold shares in the DDOG Form 4?

Weighted-average prices were $139.96 for the 08/29/2025 sale and $133.8475 for the 09/02/2025 sale; individual prices on 09/02/2025 ranged from $132.92 to $133.85.

How many shares did Kerry Acocella own after these transactions?

She reported beneficial ownership of 97,377 Class A shares following the 09/02/2025 transaction.