STOCK TITAN

Datadog (DDOG) director converts Class B and sells 20K Class A shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Datadog, Inc. director Amit Agarwal reported a mix of stock sales and conversions involving the company’s dual‑class shares. On May 11, 2026, family trusts associated with him sold a total of 20,000 shares of Datadog Class A Common Stock in multiple open‑market transactions at weighted‑average prices generally around $195–$203 per share, pursuant to a Rule 10b5‑1 trading plan dated December 8, 2025.

The filing also shows a conversion of 20,000 shares of Class B Common Stock into Class A Common Stock, recorded as a derivative conversion. After these transactions, Agarwal’s reported holdings include 27,999 shares of Class A Common Stock held directly and various indirect positions held through family trusts and his spouse. Each share of Class B Common Stock is convertible at any time into one Class A share and will automatically convert upon specified transfer events, the reporting person’s death in certain cases, or the tenth anniversary of Datadog’s initial public offering.

Positive

  • None.

Negative

  • None.

Insights

Director executes pre‑planned 20,000‑share net sale alongside Class B to Class A conversion.

The filing for Datadog, Inc. shows director Amit Agarwal involved in both sales and conversions on May 11, 2026. Trusts associated with him sold 20,000 Class A shares in open‑market trades around $195–$203 per share and converted 20,000 Class B shares into Class A.

These transactions were carried out under a Rule 10b5‑1 trading plan dated December 8, 2025, indicating they were pre‑scheduled rather than opportunistic. Afterward, he continues to hold 27,999 Class A shares directly plus substantial indirect positions in both Class A and Class B stock, with Class B convertible 1:1 into Class A.

Given the pre‑planned nature, the mixed pattern of conversion and sale, and the sizeable remaining holdings, this activity typically has limited signaling value about Datadog’s business fundamentals, functioning more as portfolio and estate‑planning management.

Insider Agarwal Amit
Role null
Sold 20,000 shs ($4.00M)
Type Security Shares Price Value
Conversion Class B Common Stock 20,000 $0.00 --
Conversion Class A Common Stock 20,000 $0.00 --
Sale Class A Common Stock 400 $195.60 $78K
Sale Class A Common Stock 500 $197.09 $99K
Sale Class A Common Stock 2,276 $197.8584 $450K
Sale Class A Common Stock 3,308 $199.0492 $658K
Sale Class A Common Stock 5,945 $200.0123 $1.19M
Sale Class A Common Stock 2,269 $201.011 $456K
Sale Class A Common Stock 5,202 $202.1599 $1.05M
Sale Class A Common Stock 100 $202.69 $20K
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 390,059 shares (Indirect, By Trust); Class A Common Stock — 21,640 shares (Indirect, By Trust); Class A Common Stock — 27,999 shares (Direct, null)
Footnotes (1)
  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. Shares are held directly by Agarwal 2018 Family Trust, of which the Reporting Person's spouse is Trustee. Shares sold pursuant to a 10b5-1 plan dated December 8, 2025. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $195.27 to $195.71. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $196.43 to $197.38. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $197.45 to $198.41. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $198.49 to $199.44. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $199.54 to $200.50. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $200.56 to $201.55. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $201.56 to $202.52. 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. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $202.69 to $202.69. 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. Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee. Shares are held by Reporting Person's spouse.
Class A shares sold 20,000 shares Total Class A Common Stock sold on May 11, 2026
Sale price example $202.6900 per share One weighted-average sale price for Class A shares
Shares converted 20,000 shares Class B Common Stock converted into Class A Common Stock
Direct Class A holdings 27,999 shares Class A Common Stock held directly following transactions
Indirect Class A trust holdings 6,541 shares Class A Common Stock held indirectly by trust following transactions
Indirect Class B trust holdings 390,059 shares Class B Common Stock held indirectly by trust after conversion entry
Underlying shares position 53,063 shares Underlying Class A shares for one Class B position in derivative summary
Underlying shares position 603,464 shares Underlying Class A shares for another Class B position in derivative summary
Class B Common Stock financial
"Each share of Class B Common Stock is convertible at any time"
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.
Rule 10b5-1 plan regulatory
"Shares sold pursuant to a 10b5-1 plan dated December 8, 2025."
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
weighted-average sales price financial
"Price reported is a weighted-average sales price. The shares were sold at prices"
derivative conversion financial
"transaction_action": "derivative conversion""
Permitted Transfers regulatory
"except for certain "Permitted Transfers" as defined in the Issuer's"
initial public offering financial
"the tenth anniversary of the Issuer's initial public offering of its Class A"
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.
SEC Form 4
FORM 4UNITED 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 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/11/2026C20,000A(1)21,640IBy Trust(2)
Class A Common Stock05/11/2026S(3)400D$195.6(4)21,240IBy Trust(2)
Class A Common Stock05/11/2026S(3)500D$197.09(5)20,740IBy Trust(2)
Class A Common Stock05/11/2026S(3)2,276D$197.8584(6)18,464IBy Trust(2)
Class A Common Stock05/11/2026S(3)3,308D$199.0492(7)15,156IBy Trust(2)
Class A Common Stock05/11/2026S(3)5,945D$200.0123(8)9,211IBy Trust(2)
Class A Common Stock05/11/2026S(3)2,269D$201.011(9)6,942IBy Trust(2)
Class A Common Stock05/11/2026S(3)5,202D$202.1599(10)1,740IBy Trust(2)
Class A Common Stock05/11/2026S(3)100D$202.69(11)1,640IBy Trust(2)
Class A Common Stock27,999D
Class A Common Stock6,541IBy Trust(12)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)05/11/2026C20,000 (1) (1)Class A Common Stock20,000$0390,059IBy Trust(2)
Class B Common Stock(1) (1) (1)Class A Common Stock603,464603,464IBy Trust(12)
Class B Common Stock(1) (1) (1)Class A Common Stock53,06353,063IBy Spouse(13)
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 December 8, 2025.
4. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $195.27 to $195.71. 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.
5. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $196.43 to $197.38. 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.
6. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $197.45 to $198.41. 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.
7. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $198.49 to $199.44. 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.
8. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $199.54 to $200.50. 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.
9. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $200.56 to $201.55. 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.
10. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $201.56 to $202.52. 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.
11. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $202.69 to $202.69. 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.
12. Shares are held directly by Agarwal 2019 Family Trust, of which the Reporting Person's spouse is Trustee.
13. Shares are held by Reporting Person's spouse.
Remarks:
/s/ Kerry Acocella, Attorney-in-Fact05/13/2026
** Signature of Reporting PersonDate
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)

FAQ

What did Datadog (DDOG) director Amit Agarwal do in this Form 4 filing?

Amit Agarwal reported selling 20,000 shares of Datadog Class A Common Stock and converting 20,000 Class B shares into Class A on May 11, 2026. The activity reflects both share disposition and derivative conversion in the company’s dual‑class structure.

How many Datadog (DDOG) shares did Amit Agarwal sell and at what prices?

Trusts associated with Amit Agarwal sold 20,000 Class A shares in several open‑market transactions. Weighted‑average sale prices ranged roughly between $195 and $203 per share, with specific weighted‑average figures such as $197.0900 and $202.6900 disclosed for different trade blocks.

Was the Datadog (DDOG) insider sale by Amit Agarwal under a Rule 10b5-1 plan?

Yes. The filing states the shares were sold pursuant to a Rule 10b5‑1 trading plan dated December 8, 2025. Such plans are pre‑arranged trading instructions, which can make the timing of sales less indicative of an insider’s real‑time view on the stock.

What conversion of Datadog (DDOG) shares did Amit Agarwal report?

Agarwal reported a derivative conversion of 20,000 shares of Class B Common Stock into 20,000 shares of Class A Common Stock at a conversion price of $0.00. This reflects Datadog’s 1‑for‑1 convertibility of Class B into Class A with no stated expiration date.

What Datadog (DDOG) holdings does Amit Agarwal report after these transactions?

After the reported activity, Agarwal holds 27,999 shares of Class A Common Stock directly. He also reports indirect holdings through family trusts and his spouse, including positions in both Class A and Class B shares, with Class B stock convertible into Class A on a one‑for‑one basis.

How does Datadog’s (DDOG) dual‑class structure affect Amit Agarwal’s reported shares?

Datadog’s Class B shares are each convertible into one Class A share at any time at the holder’s option. They also automatically convert upon certain transfers, the reporting person’s death in specific circumstances, or the tenth anniversary of Datadog’s initial public offering.