SEC Form 4 · accession 0001561550-26-000205

Datadog, Inc. · DDOG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael James Callahan

Director

Period of report

Jun 12, 2026

Accepted (ET)

Jun 16, 2026 · 4:39 pm EDT

Rule 10b5-1 plan

yes — trade under a plan

Issuer CIK

0001561550

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1,F2	Jun 12, 2026	C	112,500	—	A	127,496	I	By Trust
Class A Common Stock^F4,F2	Jun 12, 2026	S	6,715	$228.3086	D	120,781	I	By Trust
Class A Common Stock^F5,F2	Jun 12, 2026	S	11,284	$229.5007	D	109,497	I	By Trust
Class A Common Stock^F6,F2	Jun 12, 2026	S	28,701	$230.0622	D	80,796	I	By Trust
Class A Common Stock^F7,F2	Jun 12, 2026	S	14,173	$231.3005	D	66,623	I	By Trust
Class A Common Stock^F8,F2	Jun 12, 2026	S	18,830	$232.3145	D	47,793	I	By Trust
Class A Common Stock^F9,F2	Jun 12, 2026	S	12,005	$233.3673	D	35,788	I	By Trust
Class A Common Stock^F10,F2	Jun 12, 2026	S	16,145	$234.0983	D	19,643	I	By Trust
Class A Common Stock^F11,F2	Jun 12, 2026	S	2,901	$235.4903	D	16,742	I	By Trust
Class A Common Stock^F12,F2	Jun 12, 2026	S	1,746	$236.2021	D	14,996	I	By Trust
Class A Common Stock^F13	Jun 15, 2026	A	1,072	$0.00	A	20,684	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F2,F1	—	Jun 12, 2026	C	112,500	D	—	—	Class A Common Stock	112,500	123,042	I

Explanation of responses

F1Each 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.
F10Price reported is a weighted-average sales price. The shares were sold at prices ranging from $233.85 to $234.84. 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.
F11Price reported is a weighted-average sales price. The shares were sold at prices ranging from $234.86 to $235.85. 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.
F12Price reported is a weighted-average sales price. The shares were sold at prices ranging from $235.90 to $236.65. 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.
F13Represents the number of shares underlying Restricted Stock Units ("RSUs") granted pursuant to the Issuer's non-employee director compensation policy. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock. The RSUs vest on the earlier of (A) the Company's next annual meeting of stockholders and (B) June 15, 2027, in each case, subject to the Reporting Person's continuous service to the Issuer through the vesting date.
F2The Shares are held by The Callahan-Thernstrom Family Trust, of which Reporting Person is Trustee.
F3Shares sold pursuant to a 10b5-1 plan dated March 13, 2026.
F4Price reported is a weighted-average sales price. The shares were sold at prices ranging from $227.73 to $228.71. 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.
F5Price reported is a weighted-average sales price. The shares were sold at prices ranging from $228.83 to $229.82. 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.
F6Price reported is a weighted-average sales price. The shares were sold at prices ranging from $229.83 to $230.82. 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.
F7Price reported is a weighted-average sales price. The shares were sold at prices ranging from $230.83 to $231.82. 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.
F8Price reported is a weighted-average sales price. The shares were sold at prices ranging from $231.84 to $232.83. 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.
F9Price reported is a weighted-average sales price. The shares were sold at prices ranging from $232.85 to $233.84. 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.