Datadog Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantx Filed by a Party other than the Registranto

Check the appropriate box:

DATADOG, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

Datadog, Inc.

620 8th Avenue, 45th Floor

New York, New York 10018

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 3, 2025

To the Stockholders of Datadog, Inc.:

On behalf of our board of directors, it is our pleasure to cordially invite you to attend the Annual Meeting of Stockholders of Datadog, Inc., a Delaware corporation. The Annual Meeting will be held virtually, via live webcast atwww.virtualshareholdermeeting.com/DDOG2025, originating from New York, New York, on Tuesday, June 3, 2025 at 2:30 p.m., Eastern Time. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before 2:30 p.m., Eastern Time, on June 3, 2025 to ensure you are logged in when the Annual Meeting starts.

The Annual Meeting will be held for the following purposes:

1. To elect three Class III directors, Titi Cole, Matthew Jacobson and Julie Richardson, each to serve for a term expiring at our Annual Meeting of Stockholders in 2028 and to hold office until their successors are duly elected and qualified, or until her or his earlier death, resignation or removal;

2. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement;

3. To ratify the selection by the audit committee of our board of directors of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

4. To approve the amendment and restatement of our Amended and Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law and make additional non-substantive and clarifying changes; and

5. To conduct any other business properly brought before the Annual Meeting by or at the direction of our board of directors

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting, and any adjournment or postponement thereof, is April 9, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors

Kerry Acocella

General Counsel and Secretary

New York, New York

April 18, 2025

Important Notice Regarding the Availability of Proxy Materials for the Shareholders’ Meeting to be Held on Tuesday, June 3, 2025 at 2:30 p.m. Eastern Time. The proxy statement and annual report to shareholders are available at www.proxyvote.com.

You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting online at the Annual Meeting, you may vote your shares in advance of the Annual Meeting through the internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must follow the instructions from such organization and will need to obtain a proxy issued in your name from that record holder.