Form 4: Duolingo Chief Tech Officer Sells Shares Under 10b5-1 Plan

Duolingo's Chief Technology Officer, Severin Hacker, executed multiple sales of Class A Common Stock on December 12, 2024, under a pre-arranged 10b5-1 trading plan.

Summary

• Severin Hacker, Chief Technology Officer and Co-Founder of Duolingo, sold a total of 41,521 shares of Class A Common Stock on December 12, 2024.
• The sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 11, 2024.
• The shares were sold in multiple transactions at weighted average prices ranging from $336.91 to $344.72.
• Hacker also exercised stock options to acquire 41,521 shares of Class B Common Stock, which are convertible to Class A Common Stock.
• Following these transactions, Hacker directly owns 1,903 shares of Class A Common Stock and indirectly owns 2,956,917 shares of Class A Common Stock through a trust.

Sentiment

Score: 5

Explanation: The document is a routine disclosure of insider trading activity. It doesn't indicate any positive or negative sentiment about the company's performance.

Risks

• The sale of a significant number of shares by a key executive could be perceived negatively by the market, potentially impacting the stock price.

Industry Context

This filing is a routine disclosure of insider trading activity, which is common for publicly traded companies. The use of a 10b5-1 plan indicates that the sales were pre-planned and not based on any non-public information.

Comparison to Industry Standards

• The use of a 10b5-1 trading plan is a standard practice for executives at publicly traded companies to avoid accusations of insider trading.
• The reported transactions are similar to those of other tech company executives who regularly sell shares for personal financial management.
• The price range of the sales is consistent with the current trading price of Duolingo stock.

Stakeholder Impact

• The sale of shares by a key executive could cause some short-term volatility in the stock price, potentially impacting shareholders.

Key Dates

Keywords

Duolingo, Severin Hacker, insider trading, Form 4, stock sale, Rule 10b5-1, Class A Common Stock, Class B Common Stock, stock options