DDOG director reports 45,444-share sale and Class B acquisition

Rhea-AI Filing Summary

Amit Agarwal, a director of Datadog, Inc. (DDOG), reported transactions on 10/01/2025 that changed his beneficial ownership. He acquired 45,444 shares of Class B common stock that are convertible into Class A shares and, on the same date, sold 45,444 Class A shares at a weighted-average price of $150.0779 per share under a 10b5-1 trading plan. Following the reported transactions, Agarwal beneficially owns Class A shares held indirectly through family trusts and his spouse, including notable holdings of 590,059, 53,063, and 603,464 Class A-equivalent shares reported in the filing.

The filing explains that each Class B share converts into one Class A share and lists the trusts holding shares (Agarwal 2018 and 2019 Family Trusts) where the Reporting Person's spouse is trustee. The sale was executed under a pre-established plan dated June 13, 2025, and the filer offers to provide a price-by-price breakdown of the sales on request.

Positive

• Sale executed under a 10b5-1 plan, indicating a pre-established trading program (dated June 13, 2025)
• Shares held indirectly in family trusts, suggesting continuity of control via Agarwal 2018 and 2019 Family Trusts

Negative

• 45,444 Class A shares sold at a weighted-average price of $150.0779, a near-term reduction in directly held liquid shares
• Concurrent transactions on 10/01/2025 indicate active reallocation of share classes that may affect public float composition

Insights

Corporate Governance / Insider Transactions

Insider executed a matched acquisition and sale of 45,444 shares under a 10b5-1 plan.

The report shows an acquisition of 45,444 Class B shares (convertible to Class A) and a concurrent sale of 45,444 Class A shares at a weighted-average price of $150.0779. Both transactions are dated 10/01/2025, and the sale was made pursuant to a 10b5-1 plan dated June 13, 2025.

This pattern—buying convertible Class B shares while selling Class A shares—changes the composition of beneficial ownership but leaves economic exposure largely intact; the filing also documents substantial indirect holdings via family trusts and spouse accounts.

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).

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)
10/01/2025

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	10/01/2025		C(1)		45,444	A	$0	47,084	I	By Trust(2)
Class A Common Stock	10/01/2025		S(3)		45,444	D	$150.0779(4)	1,640	I	By Trust(2)
Class A Common Stock								6,541	I	By Trust(5)
Class A Common Stock								27,999	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)	10/01/2025		C			45,444	(1)	(1)	Class A Common Stock	45,444	$0	590,059	I	By Trust(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	53,063		53,063	I	By Spouse(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	603,464		603,464	I	By Trust(5)

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 are held directly by Agarwal 2018 Family Trust, of which the Reporting Person's spouse is Trustee.

3. Shares sold pursuant to a 10b5-1 plan dated June 13, 2025.

4. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $150 to $150.3. 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 2019 Family Trust, of which the Reporting Person's spouse is Trustee.

6. Shares are held by Reporting Person's spouse.

Remarks:

	/s/ Kerry Acocella, Attorney-in-Fact	10/03/2025
	** 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 director Amit Agarwal report on Form 4 (DDOG)?

The Form 4 reports an acquisition of 45,444 Class B shares and a sale of 45,444 Class A shares on 10/01/2025.

At what price were the 45,444 shares sold?

The weighted-average sales price reported was $150.0779 per share, with individual sale prices ranging from $150 to $150.3.

Were the sales part of a prearranged plan?

Yes. The Form 4 states the shares were sold pursuant to a 10b5-1 plan dated June 13, 2025.

How are Agarwal's remaining shares held?

Significant holdings are reported indirectly through the Agarwal 2018 and 2019 Family Trusts and by his spouse, with Class A-equivalent holdings listed as 590,059, 53,063, and 603,464 in the filing.

Can the filer provide more detail on the sale prices?

Yes. The filing states the Reporting Person will provide upon request a breakdown of the number of shares sold at each separate price.