Form 4: Duolingo CTO Executes Pre-Planned Share Sales and Option Exercises

Duolingo's Co-Founder and CTO, Severin Hacker, executed pre-planned sales of Class A Common Stock and exercised options for Class B Common Stock.

Summary

• Severin Hacker, Duolingo's Co-Founder, Chief Technology Officer, Director, and 10% Owner, reported multiple transactions on August 19, 2025.
• Exercised 10,000 stock options for Class B Common Stock at an exercise price of $38.08 per share; these options were fully vested and exercisable.
• Converted a total of 20,000 shares of Class B Common Stock into Class A Common Stock.
• Acquired 10,000 shares of Class A Common Stock at a price of $38.08 per share, likely related to the conversions or exercises.
• Sold a total of 10,000 shares of Class A Common Stock through multiple transactions under a Rule 10b5-1 trading plan adopted on September 11, 2024.
• Sale prices for Class A shares ranged from $338.49 to $363.05 per share, with weighted average prices for each block of shares.
• Following these transactions, Hacker directly owns 72 shares of Class A Common Stock and 86,075 shares of Class B Common Stock.
• He also retains 65,252 unexercised stock options for Class B Common Stock.
• An additional 2,896,917 shares of Class B Common Stock are indirectly held by the SBH Trust dated March 10, 2020, where Hacker serves as Trustee.

Sentiment

Score: 5

Explanation: The transactions are routine insider sales executed under a Rule 10b5-1 trading plan, which typically indicates pre-planned liquidity or diversification rather than a reaction to new company-specific information. The exercise of options also reflects value realization.

Positives

• The exercise of stock options indicates a realization of value by a key insider.
• Sales were conducted under a Rule 10b5-1 plan, which suggests pre-planned diversification or liquidity rather than a reaction to new negative information about the company.

Negatives

• A significant volume of insider sales, even if pre-planned, can sometimes be perceived negatively by the market, though the 10b5-1 plan mitigates this concern.

Risks

• No specific operational or financial risks for Duolingo are disclosed in this Form 4 filing, which primarily reports insider transactions.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports insider transactions.

Management Comments

• The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Industry Context

This Form 4 filing is a routine disclosure of insider trading activity, specifically pre-planned sales and option exercises. It does not provide information directly related to broader industry trends or the competitive landscape for language learning platforms.

Comparison to Industry Standards

• This filing is a standard insider transaction report (Form 4) and does not contain information that allows for a direct comparison of Duolingo's operational or financial results to industry benchmarks or competitors. The reported transactions are personal financial activities of an executive.

Related Party Transactions

• Shares held by SBH Trust dated March 10, 2020, of which the Reporting Person is Trustee. This represents an indirect beneficial ownership by a related party (the trust controlled by the reporting person).

Stakeholder Impact

• Shareholders: The sale of shares by a key executive, even if pre-planned, could be perceived by some as a slight negative signal, though the 10b5-1 plan mitigates this. The exercise of options indicates the executive realizing value from their equity holdings.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions, specifically the exercise of stock options and subsequent sales of Class A Common Stock under a pre-arranged 10b5-1 trading plan. Such transactions are typically for personal financial planning and diversification, rather than a reflection of new material information about Duolingo's operational performance or future prospects. Therefore, this filing alone does not provide a basis for a 'buy' or 'sell' recommendation, and a 'hold' stance is appropriate as it does not alter the fundamental investment thesis for Duolingo.

Keywords

Duolingo, DUOL, Severin Hacker, Insider Trading, Form 4, Stock Option Exercise, Share Sale, 10b5-1 Plan, Chief Technology Officer, Co-Founder, Class A Common Stock, Class B Common Stock