Form 4: Datadog Insider Sale by Chief Product Officer Covers Taxes

Rhea-AI Filing Summary

Li Yanbing, Chief Product Officer of Datadog, Inc. (DDOG) reported a sale of Class A common stock on 09/02/2025. The Form 4 shows 25,010 shares sold at a weighted-average price of $133.8471 to satisfy tax-withholding obligations arising from the vesting of restricted stock units and performance-based restricted stock units and to cover related brokerage commissions. After the sale, the reporting person beneficially owned 206,035 shares, which includes 327 shares acquired under the company’s Employee Stock Purchase Plan on May 15, 2025. The filing was executed by an attorney-in-fact and signed on 09/04/2025.

Positive

• Transparent disclosure of the sale under Section 16 with transaction details (date, shares, weighted-average price)
• Sale tied to tax-withholding on vested restricted stock units and performance-based restricted stock units, indicating a routine administrative transaction
• Includes ESPP acquisition detail (327 shares acquired May 15, 2025) clarifying total beneficial ownership

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider sale to cover taxes; transaction is disclosed and non-transactional for corporate operations.

The sale of 25,010 shares at a weighted-average price of $133.8471 was executed to satisfy tax withholding on vested equity awards, per the explanations on the Form 4. This is a common liquidity action following vesting events and does not, by itself, indicate a change in company fundamentals. The post-sale beneficial ownership of 206,035 shares is disclosed, and the filing includes an ESPP acquisition of 327 shares on May 15, 2025. From a financial analysis perspective, this disclosure is routine and provides transparent reporting of insider equity movements.

Corporate Governance Expert

TL;DR: Proper Section 16 disclosure of insider sale completed; explanation aligns with tax-withholding allowance.

The Form 4 contains the required disclosure elements: reporting person, relationship to issuer (Chief Product Officer), transaction date, transaction code identifying a sale to cover taxes, number of shares sold, weighted-average price, and resulting beneficial ownership. The inclusion of a remark detailing ESPP shares and the attorney-in-fact signature demonstrates procedural compliance. For governance considerations, this appears to be administratively driven rather than a strategic change by management.

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^*

Li Yanbing

(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 Product 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)		25,010	D	$133.8471(2)	206,035(3)	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

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 $132.92 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.

3. Includes 327 shares acquired on May 15, 2025 under the Issuer's Employee Stock Purchase Plan.

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 insider transaction did Li Yanbing (DDOG) report on Form 4?

The Form 4 reports a sale of 25,010 shares of Datadog Class A common stock on 09/02/2025.

Why were the shares sold by Li Yanbing according to the filing?

The filing states the shares were sold to cover tax withholding obligations from vested restricted stock units and performance-based restricted stock units and to pay related brokerage commissions.

At what price were the shares sold?

The shares were sold at a weighted-average price of $133.8471, with individual sale prices ranging from $132.92 to $133.85.

How many Datadog shares did Li Yanbing own after the sale?

Following the reported transaction, the filing shows beneficial ownership of 206,035 shares.

Does the Form 4 mention any recent ESPP purchases for Li Yanbing?

Yes; the filing notes inclusion of 327 shares acquired under the Employee Stock Purchase Plan on May 15, 2025.