Amit Agarwal Reduces Datadog Stake by 37% in Insider Sale

Rhea-AI Filing Summary

Datadog (NASDAQ: DDOG) filed a Form 4 revealing that director Amit Agarwal sold 23,058 Class A shares on 06/25/2025 under a Rule 10b5-1 plan adopted 08/16/2024.

The weighted-average sale prices ranged from $129.86 to $132.60, generating roughly $3.0 million in proceeds.

Following the sale, Agarwal’s direct holdings fell to 31,298 shares (-42% from pre-sale) while family trusts retain 8,181 shares.

No derivatives were exercised. The sizeable, pre-planned disposition may weigh on sentiment but reduces information-asymmetry risk.

Positive

• None.

Negative

• Director Amit Agarwal sold 23,058 shares (~37 % of his prior holdings) for about $3 million, potentially signaling reduced insider confidence.

Insights

Insider Trading Analyst

TL;DR: $3 M director sale cuts stake 42%; negative optic, mitigated by 10b5-1 scheduling

The transaction is material in both value (~$3 M) and scale (~37 % of prior holdings). Large insider sales often precede moderated share-price momentum, warranting closer monitoring. The August 2024 10b5-1 plan indicates the sales were pre-scheduled, tempering concerns of opportunistic timing. Direct ownership still exceeds 31 k shares (≈$4 M), maintaining some alignment, yet the reduction narrows that cushion. If subsequent Form 4s show additional trimming, investors may infer a structural de-risking posture. Liquidity impact is minimal (<0.02 days’ volume), but psychological pressure could emerge, particularly after recent share appreciation.

Corporate Governance Expert

TL;DR: Governance clean, optics mixed as board member sheds 37 % of stake

The filing demonstrates best-practice transparency: advance 10b5-1 adoption, weighted-average price disclosure, and continued ownership reporting. Because Agarwal is a non-executive director, the informational content is weaker than a C-suite sale, yet a 42 % direct-stake cut reduces economic alignment with shareholders. Proxy advisers may flag additional selling by board members as a concern if paired with strategic pivots or compensation changes. Investors should track future filings for pattern confirmation.

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^*

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)
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		S(1)		13,597	D	$130.2712(2)	40,759	D
Class A Common Stock	06/25/2025		S(1)		6,812	D	$131.5236(3)	33,947	D
Class A Common Stock	06/25/2025		S(1)		2,649	D	$132.2328(4)	31,298	D
Class A Common Stock								1,640	I	By Trust(5)
Class A Common Stock								6,541	I	By Trust(6)

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 dated August 16, 2024.

2. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $129.86 to $130.71. 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.

3. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $131.01 to $132.00. 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.

4. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $132.02 to $132.60. 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. Shares are held directly by Agarwal 2018 Family Trust, of which the Reporting Person's spouse is Trustee.

6. Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee.

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 director Amit Agarwal sell on June 25, 2025?

He sold 23,058 Class A shares in three separate tranches.

What was the price range of the DDOG shares sold by Amit Agarwal?

Weighted-average prices ranged from $129.86 to $132.60 per share.

Was the DDOG insider sale executed under a Rule 10b5-1 plan?

Yes. The plan was adopted on August 16, 2024 and governed the June 25, 2025 trades.

What percentage of his Datadog holdings did Amit Agarwal sell?

Approximately 37 % of his combined direct and trust holdings prior to the transaction.

How many DDOG shares does Amit Agarwal still own after the sale?

He retains 31,298 shares directly and 8,181 shares through family trusts.

What is the total value of the DDOG shares sold by Amit Agarwal?

The transaction generated roughly $3.0 million in gross proceeds.