Form 8-K - Current report

0001561550false00015615502024-12-222024-12-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2024

Datadog, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39051

27-2825503

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

620 8th Avenue,			45th Floor
New York,			NY						10018
(Address of Principal Executive Offices)									(Zip Code)

[phone]

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.00001 per share

DDOG

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 22, 2024, the Board of Directors (the “Board”) of Datadog, Inc. (the “Company”) increased the size of the Board from eight to nine members and appointed Amit Agarwal as a Class II director of the Company to fill the resulting vacancy, each effective January 1, 2025 (the “Effective Date”). Mr. Agarwal's term will expire at the Company’s 2027 Annual Meeting of Stockholders. Mr. Agarwal has not been, and is not currently expected to be, named to any committee of the Board at this time.

There is no arrangement or understanding between Mr. Agarwal and any other person pursuant to which he was selected as a director, and there is no family relationship between Mr. Agarwal and any of the Company’s other directors or executive officers. Mr. Agarwal has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Agarwal has declined all compensation otherwise payable to him under the Company's Amended and Restated Non-Employee Director Compensation Policy, including equity compensation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Datadog, Inc.

Date: December 23, 2024

By:

/s/ Kerry Acocella

Kerry Acocella

General Counsel and Secretary

Cover	Dec. 22, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 22, 2024
Entity Registrant Name	Datadog, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-2825503
Entity File Number	001-39051
Entity Address, Postal Zip Code	10018
City Area Code	866
Local Phone Number	329-4466
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.00001 per share
Trading Symbol	DDOG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001561550
Amendment Flag	false
Entity Address, Address Line One	620 8th Avenue,
Entity Address, Address Line Two	45th Floor
Entity Address, State or Province	NY
Entity Address, City or Town	New York,

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