Datadog director reports 5,000-share Class B to A conversion

Datadog, Inc. director Michael James Callahan reported an internal share conversion involving a family trust.

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Form Type

Rhea-AI Filing Summary

Datadog, Inc. director Michael James Callahan reported an internal share conversion involving a family trust. The Callahan-Thernstrom Family Trust converted 5,000 shares of Class B Common Stock into 5,000 shares of Class A Common Stock, with no sale and a stated price of $0.0000 per share.

After the conversion, the trust held 17,496 shares of Class A Common Stock and 235,542 shares of Class B Common Stock indirectly. Separately, Callahan reported a direct holding entry of 19,612 Class A Common shares. Each Class B share is convertible into one Class A share and will also automatically convert upon certain transfers, the reporting person’s death in specified cases, or the tenth anniversary of Datadog’s initial public offering.

Insider Trade Summary

5,000 shares exercised/converted

Exercise 3 txns

Insider Callahan Michael James

Role Director

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	5,000	$0.00	$0.00
Conversion	Class A Common Stock	5,000	$0.00	$0.00
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 235,542 contracts (Indirect, By Trust); Class A Common Stock — 17,496 shares (Indirect, By Trust); Class A Common Stock — 19,612 shares (Direct)

Footnotes (2)

F1. 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.
F2. The Shares are held by The Callahan-Thernstrom Family Trust, of which Reporting Person is Trustee.

Key Figures

Converted shares: 5,000 shares Class B to Class A Trust Class A holdings: 17,496 shares Trust Class B holdings: 235,542 shares +2 more

5 metrics

Converted shares 5,000 shares Class B to Class A Conversion of derivative security on 2026-05-12

Trust Class A holdings 17,496 shares Class A Common Stock held indirectly by trust after transaction

Trust Class B holdings 235,542 shares Class B Common Stock held indirectly by trust after transaction

Direct Class A holdings 19,612 shares Class A Common Stock held directly after holding entry

Conversion price $0.0000 per share Reported transaction price for 5,000-share conversion

Key Terms

Class B Common Stock, Class A Common Stock, Conversion of derivative security, By Trust, +2 more

6 terms

Class B Common Stock financial

"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"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Class A Common Stock financial

"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"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Conversion of derivative security financial

"transaction_code_description: Conversion of derivative security"

By Trust financial

"nature_of_ownership: By Trust"

initial public offering financial

"the tenth anniversary of the Issuer's initial public offering of its Class A Common Stock"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Permitted Transfers financial

"except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Datadog (DDOG) director Michael James Callahan report in this Form 4?

He reported an internal share conversion via a family trust. The trust converted 5,000 Class B Common shares into 5,000 Class A Common shares, with no open-market sale and a reported per-share price of $0.0000.

How many Datadog (DDOG) Class A shares does the Callahan-Thernstrom Family Trust hold after the transaction?

After the conversion, the Callahan-Thernstrom Family Trust held 17,496 shares of Datadog Class A Common Stock indirectly. These shares reflect the position following the 5,000-share Class B to Class A conversion reported in this filing.

How many Datadog (DDOG) Class B shares remain in the trust after the conversion?

Following the reported conversion, the trust still held 235,542 shares of Datadog Class B Common Stock indirectly. Each Class B share is convertible at any time into one Class A share, according to the filing’s footnote language.

Did Michael James Callahan sell any Datadog (DDOG) shares in this Form 4?

The filing does not report any open-market sales. It shows an internal conversion of 5,000 Class B shares into Class A shares by a family trust and updated direct and indirect holdings, without any sale transaction codes.

What direct Datadog (DDOG) holdings did Michael James Callahan report after the transaction?

He reported direct ownership of 19,612 shares of Datadog Class A Common Stock. This figure appears in a holding entry that shows his direct position following the date of the reported conversion transaction.

How are Datadog (DDOG) Class B shares treated under the terms described in the filing?

Each Class B share is convertible at any time into one Class A share and has no expiration date. Class B shares also automatically convert upon certain transfers, the reporting person’s death in specified situations, or the tenth anniversary of Datadog’s initial public offering.

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Accepted by SEC EDGAR 05/14/2026 - 04:38 PM EDT

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^*

Callahan Michael James

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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	05/12/2026		C		5,000	A	⁽¹⁾	17,496	I	By Trust⁽²⁾
Class A Common Stock								19,612	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)
Class B Common Stock	⁽¹⁾	05/12/2026		C			5,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,000	$0	235,542	I	By Trust⁽²⁾

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. The Shares are held by The Callahan-Thernstrom Family Trust, of which Reporting Person is Trustee.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	05/14/2026
	** 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