Form 4: Duolingo Co-Founder Severin Hacker Exercises Options and Sells Shares Under Pre-Arranged Plan

Duolingo's Chief Technology Officer and Co-Founder, Severin Hacker, reported the exercise of stock options and subsequent sale of 10,000 Class A Common Stock, alongside additional share conversions, all executed on July 7, 2025, under a Rule 10b5-1 trading plan.

Summary

• Severin Hacker, Duolingo's Chief Technology Officer, Co-Founder, Director, and 10% Owner, reported multiple transactions on July 7, 2025.
• He exercised 10,000 stock options at an exercise price of $38.08 per share, acquiring 10,000 Class B Common Stock.
• He converted these 10,000 Class B Common Stock into 10,000 Class A Common Stock.
• Subsequently, he sold all 10,000 of these Class A Common Stock in multiple transactions at weighted average prices ranging from $386.905 to $396.7317.
• These sales were executed pursuant to a Rule 10b5-1 trading plan adopted on September 11, 2024.
• Additionally, he converted another 10,000 Class B Common Stock into Class A Common Stock, which were not part of the reported sales.
• Following these transactions, his direct beneficial ownership of Class A Common Stock is 72 shares, and direct beneficial ownership of Class B Common Stock is 86,075 shares.
• He also indirectly holds 2,896,917 Class A Common Stock through the SBH Trust dated March 10, 2020.

Sentiment

Score: 5

Explanation: The sentiment is neutral as this is a factual report of insider transactions, which are often pre-scheduled and do not inherently indicate positive or negative company performance. While insider selling can sometimes be viewed negatively, the presence of a 10b5-1 plan mitigates this concern.

Positives

• Successful exercise of stock options at a significantly lower price ($38.08) compared to the market sale prices (ranging from $386.88 to $397.00), indicating substantial personal gain for the insider.
• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, which suggests a systematic approach to liquidity rather than a reaction to immediate negative company news.

Negatives

• Significant insider selling of 10,000 Class A shares, which, despite being pre-planned, reduces the direct equity alignment of a key executive and co-founder with common shareholders.

Future Outlook

The document, a Form 4, reports past insider transactions and does not provide forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing details routine insider transactions for a key executive at Duolingo, a leading language-learning platform. Such filings are common for publicly traded companies and typically reflect pre-planned liquidity events for executives rather than immediate reactions to industry trends or competitive shifts. The transactions themselves do not provide direct insight into broader industry trends in the ed-tech or language learning sectors.

Related Party Transactions

• The reported transactions involve Severin Hacker, a Director, 10% Owner, Chief Technology Officer, and Co-Founder of Duolingo, Inc., making them related party transactions by definition of insider trading.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive, even under a 10b5-1 plan, could be perceived by some shareholders as a reduction in management's direct equity alignment, though it is a common practice for liquidity and diversification.
• Employees: No direct impact on employees is indicated by this filing.
• Customers: No direct impact on customers is indicated by this filing.
• Suppliers: No direct impact on suppliers is indicated by this filing.
• Creditors: No direct impact on creditors is indicated by this filing.

Key Dates

Keywords

Duolingo, DUOL, Severin Hacker, Insider Trading, SEC Form 4, Stock Options, Share Sale, 10b5-1 Plan, Class A Common Stock, Class B Common Stock, Corporate Governance