Datadog (DDOG) director converts Class B and sells 20,000 Class A shares

Rhea-AI Filing Summary

Datadog director Amit Agarwal, through family trusts, converted 20,000 shares of Class B Common Stock into 20,000 shares of Class A Common Stock and then sold those 20,000 Class A shares in open-market transactions at weighted-average prices of $124.1606 and $125.7447 per share. The sales were made under a pre-arranged Rule 10b5-1 trading plan dated December 8, 2025. Entities associated with Agarwal continue to hold substantial Class B shares that are convertible into Class A Common Stock, along with additional Class A holdings.

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

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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).

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^*

Agarwal Amit

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		C(1)		20,000	A	$0	21,640	I	By Trust(2)
Class A Common Stock	03/09/2026		S(3)		11,853	D	$124.1606(4)	9,787	I	By Trust(2)
Class A Common Stock	03/09/2026		S(3)		8,147	D	$125.7447(5)	1,640	I	By Trust(2)
Class A Common Stock								6,541	I	By Trust(6)
Class A Common Stock								27,999	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)	03/09/2026		C			20,000	(1)	(1)	Class A Common Stock	20,000	$0	570,059	I	By Trust(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	603,464		603,464	I	By Trust(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	53,063		53,063	I	By Spouse(7)

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 are held directly by Agarwal 2018 Family Trust, of which the Reporting Person's spouse is Trustee.

3. Shares sold pursuant to a 10b5-1 plan dated December 8, 2025.

4. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $124.08 to $125.06. 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 $125.10 to $126.00. 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. Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee.

7. Shares are held by Reporting Person's spouse.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	03/11/2026
	** 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.

FAQ

What insider transactions did Datadog (DDOG) director Amit Agarwal report?

Amit Agarwal reported a derivative conversion and related sales. A family trust converted 20,000 Class B shares into 20,000 Class A shares, then sold all 20,000 Class A shares in open-market trades on March 9, 2026 under a Rule 10b5-1 plan.

How many Datadog (DDOG) shares were sold and at what prices?

Entities associated with Amit Agarwal sold 20,000 Class A shares. The filing shows 11,853 shares sold at a weighted-average price of $124.1606 and 8,147 shares at $125.7447, with detailed price ranges disclosed in the footnotes.

Were the Datadog (DDOG) insider sales by Amit Agarwal pre-planned?

Yes, the reported sales were pre-planned. Footnotes state the Class A share sales were executed pursuant to a Rule 10b5-1 trading plan dated December 8, 2025, indicating the trades were scheduled in advance rather than initiated opportunistically.

What happened to Amit Agarwal’s Datadog (DDOG) Class B shares in this filing?

Some Class B shares were converted, while large positions remain. A trust converted 20,000 Class B shares into Class A, but derivative holdings still show 603,464 and 53,063 Class B shares outstanding, each convertible into an equal number of Class A shares.

How are Amit Agarwal’s Datadog (DDOG) shares held according to the Form 4?

Most holdings are indirect through family trusts and a spouse. Footnotes explain shares are held by the Agarwal 2018 and 2019 Family Trusts, where his spouse is trustee, and by his spouse directly, plus additional directly held Class A shares.

Does the Datadog (DDOG) Form 4 show remaining equity exposure for Amit Agarwal?

Yes, the filing shows substantial remaining equity exposure. After the 20,000-share sale, entities associated with Agarwal still hold sizeable Class B positions convertible into Class A, alongside other indirect and direct Class A Common Stock holdings.