[Form 4] Datadog, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sean Michael Walters, Chief Revenue Officer of Datadog, Inc. (DDOG), reported the sale of 10,622 shares of Class A common stock on 09/02/2025 at a weighted-average price of $133.8469 per share to cover tax-withholding obligations tied to the vesting of restricted stock units and performance-based restricted stock units. After the transaction, the reporting person beneficially owned 201,702 shares directly and held 8 shares indirectly through his son. The filing states the shares were sold at prices ranging from $132.94 to $133.85, and the reporting person can provide a breakdown of shares sold at each price upon request.

Positive

• Transparent disclosure of transaction details including weighted-average price and price range
• Sale explicitly identified as to cover tax-withholding on vested RSUs/PSUs, indicating routine administrative purpose

Negative

• Insider sale of 10,622 shares could be interpreted negatively by some investors despite its stated purpose

Insights

Financial Analyst

TL;DR: Officer sold shares to cover tax withholding; transaction is routine and transparently disclosed.

The Form 4 shows a non-derivative sale of 10,622 Class A shares by the Chief Revenue Officer at a weighted-average price of $133.8469, explicitly to satisfy tax-withholding on vested RSUs and PSUs. The sale range ($132.94–$133.85) and offer to provide per-price allocation supports transparency. Post-transaction direct ownership remains 201,702 shares, indicating continued equity alignment with the company. This disclosure is informational and consistent with routine payroll tax-covering dispositions rather than opportunistic trading.

Corporate Governance Expert

TL;DR: Filing documents a standard tax-withholding sale tied to equity vesting, properly executed and signed by attorney-in-fact.

The statement clarifies the sale was mandated by the issuer to cover tax obligations upon vesting, which is a common practice for executives receiving RSUs/PSUs. The form is signed by an attorney-in-fact and includes precise pricing information and a post-sale ownership tally (201,702 direct; 8 indirect). From a governance perspective, the filing meets Section 16 disclosure requirements and provides necessary detail for stakeholders to evaluate insider ownership changes.

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
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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^*

Walters Sean Michael

(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)
	Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S(1)		10,622	D	$133.8469(2)	201,702	D
Class A Common Stock								8	I	By Son

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 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 $132.94 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, Attorney-in-Fact	09/04/2025
	** 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 Datadog (DDOG) insider Sean Walters sell on 09/02/2025?

He sold 10,622 shares of Class A common stock at a weighted-average price of $133.8469 per share.

Why were the DDOG shares sold by the reporting person?

The filing states the shares were sold to cover applicable tax withholding obligations resulting from the vesting of restricted stock units and performance-based restricted stock units.

How many DDOG shares does Sean Walters own after the sale?

After the transaction he beneficially owned 201,702 shares directly and held 8 shares indirectly through his son.

At what prices were the DDOG shares sold?

Shares were sold at prices ranging from $132.94 to $133.85; the weighted-average price reported is $133.8469.

Who signed the Form 4 for Sean Walters?

The form is signed by /s/ Kerry Acocella, Attorney-in-Fact with signature date 09/04/2025.