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): ~~September 11~~November 6, 2025

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)

(866) 329-4466

(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. ☐

Item 5 2.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~September 11~~November 6, 2025, ~~the Board of Directors (the “Board”) of~~ Datadog, Inc. (the “Company”) ~~increased~~issued ~~the size of the Board from nine to ten members and appointed Ami Vora as~~ a ~~Class~~press Irelease ~~director~~announcing ofits ~~the~~financial ~~Company~~results tofor ~~fill~~ the ~~resulting~~quarter ~~vacancy,~~ended ~~each effective~~ September 11 30, 2025. ~~Ms.~~ ~~Vora's~~A ~~term~~copy ~~will~~of ~~expire~~the atpress ~~the~~release ~~Company’s~~is ~~Annual~~furnished ~~Meeting~~as ofExhibit ~~Stockholders~~99.1 to bethis ~~held~~Current inReport ~~2026. Ms.~~on ~~Vora~~Form ~~has~~8-K ~~not been,~~ and is ~~not~~incorporated ~~currently~~herein ~~expected~~by ~~to be, named to any committee of the Board at this time~~reference.

~~There~~The isinformation nocontained ~~arrangement~~in orthis ~~understanding~~Item ~~between~~2.02, Msincluding Exhibit 99.1 ~~Vora~~hereto, ~~and~~shall ~~any~~not ~~other~~be ~~person~~deemed ~~pursuant~~“filed” tofor ~~which~~purposes ~~she~~of ~~was~~Section ~~selected~~18 of the Securities Exchange Act of 1934, as aamended ~~director~~(the “Exchange Act”), ~~and~~or ~~there~~otherwise issubject noto ~~family~~the ~~relationship~~liabilities ~~between~~of ~~Ms.~~that ~~Vora~~section, ~~and~~nor shall it be deemed incorporated by reference in any offiling made by the Company’s ~~other~~under ~~directors~~the orSecurities ~~executive~~Act ~~officers. Ms.~~of ~~Vora~~1933, ~~has~~as noamended, ~~direct~~ or ~~indirect~~the ~~material~~Exchange ~~interest~~Act, inregardless of any ~~transaction~~general ~~required~~incorporation tolanguage bein ~~disclosed~~such ~~pursuant~~filings, tounless ~~Item~~expressly ~~404(a)~~incorporated ofby ~~Regulation~~specific ~~S-K~~reference in such filing.

MsItem 9.01 ~~Vora~~Financial ~~will~~Statements ~~receive compensation pursuant to our Amended~~ and Restated Non-Employee Director Compensation Policy (“Director Compensation Policy”), as described in the “Non-Employee Director Compensation Policy” section of the Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders filed with the UExhibits.S. Securities and Exchange Commission on April 18, 2025. As an inducement for Ms. Vora to join our Board in a highly competitive market, in recognition of her extensive professional experience and expected contributions to the Company, and in order to further align her interests with those of our stockholders, the Board increased the amount of the initial grant of restricted stock units payable to Ms. Vora under the Director Compensation Policy upon her appointment from $400,000 to $600,000. Ms. Vora’s initial grant covers the number of shares of our Class A common stock equal to (A) $600,000 divided by (B) the closing sales price per share of our Class A common stock on the grant date, and will vest in three equal annual installments over the three-year period following the grant date, subject to continuous service through each applicable vesting date.

(d) Exhibits


Exhibit No.						Description

99.1						Press Release dated November 6, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 11, 2025

Date: November 6, 2025

By:

/s/ ~~Kerry~~David ~~Acocella~~Obstler

Kerry Acocella

David Obstler

General Counsel and Secretary

Chief Financial Officer

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