DDOG Chief Converts Class B Stock, Cashes Out $13 M in Class A Shares

Rhea-AI Filing Summary

Datadog (NASDAQ:DDOG) filed a Form 4 showing CEO Olivier Pomel converted 100,754 Class B shares into Class A and immediately sold the entire block on 25 Jun 2025 under a Rule 10b5-1 plan.

• Shares sold: 100,754 Class A at weighted-average $131.61–$132.21, generating ~$13.3 million in proceeds.
• Post-sale Class A holdings: 548,715 shares (-15.5% versus pre-transaction).
• Ongoing control: 8.56 million Class B shares remain, convertible 1-for-1 and carrying superior voting rights.

The sizable sale exceeds SEC materiality thresholds and could affect short-term sentiment, though majority ownership and strategic control are unchanged.

Positive

• None.

Negative

• CEO insider sale of 100,754 Class A shares (~$13.3 million) exceeds $1 M threshold and may pressure near-term sentiment.

Insights

Insider Trading Analyst

TL;DR: CEO sells $13.3 M; negative optics despite modest % of total control

The transaction converts and disposes an identical 100,754-share block, suggesting liquidity rather than strategic retreat. Still, a cash realization >$13 M from the top executive can weigh on market psychology, especially given DDOG’s rich valuation multiple. While Pomel retains 8.56 M Class B shares, the Class A float expands, adding minor supply. Investors often interpret insider selling—no matter the 10b5-1 context—as a short-term caution flag. With a 15.5% reduction in his Class A stake, I view the disclosure as modestly bearish.

Corporate Governance Specialist

TL;DR: Governance impact limited; voting control unchanged

The sale was pre-planned, executed under a 10b5-1, and leaves Pomel’s super-voting Class B position intact. Consequently, board dynamics and strategic direction remain unaffected. The conversion mechanism is routine and aligns with Datadog’s dual-class structure. Nonetheless, investors should monitor future Form 4s for pattern changes; cumulative sales could eventually erode alignment. For now, governance risk is neutral, but disclosure transparency is positive.

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)
06/25/2025

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	06/25/2025		C(1)		100,754	A	$0	649,469	D
Class A Common Stock	06/25/2025		S(2)		56,342	D	$131.6107(3)	593,127	D
Class A Common Stock	06/25/2025		S(2)		44,412	D	$132.2108(4)	548,715	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)	06/25/2025		C			100,754	(1)	(1)	Class A Common Stock	100,754	$0	8,556,103	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 $130.93 to $131.92. 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 $131.93 to $132.64. 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	06/26/2025
	** 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

How many DDOG shares did CEO Olivier Pomel sell on June 25 2025?

He sold 100,754 Class A shares.

What price range did the CEO receive for the DDOG shares sold?

Weighted-average prices were $131.61 to $132.21 per share.

What was the approximate total value of the CEO’s DDOG stock sale?

Gross proceeds were about $13.3 million.

How many Class A shares does Olivier Pomel hold after the transaction?

He now directly owns 548,715 Class A shares.

Does the CEO still hold Class B shares after selling Class A stock?

Yes, he retains 8,556,103 Class B shares convertible 1-for-1 into Class A.

Was the transaction executed under a 10b5-1 trading plan?

Yes, the shares were sold pursuant to a 10b5-1 plan dated 13 Sep 2024.