Form 4: Duolingo's Chief Technology Officer Severin Hacker Executes Stock Sales Under 10b5-1 Plan

Severin Hacker, Duolingo's Chief Technology Officer, sold shares of Class A Common Stock on January 6, 2025, under a pre-arranged 10b5-1 trading plan.

Summary

• On January 6, 2025, Severin Hacker, the Chief Technology Officer and Co-Founder of Duolingo, Inc., executed multiple transactions involving Class A Common Stock.
• These transactions included the sale of shares at various prices ranging from approximately $333 to $347 per share.
• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan adopted on September 11, 2024.
• Hacker also exercised stock options to acquire 10,000 shares of Class B Common Stock at an exercise price of $14.42.
• Following these transactions, Hacker directly owns 472 shares of Class A Common Stock and indirectly owns 2,956,917 shares through the SBH Trust dated March 10, 2020.
• He also directly owns 96,075 shares of Class A Common Stock that were converted from Class B Common Stock.

Sentiment

Score: 5

Explanation: The document is a routine regulatory filing detailing stock transactions by an insider. It doesn't inherently convey positive or negative sentiment.

Future Outlook

The document does not contain specific forward-looking statements, but the ongoing sales under the 10b5-1 plan suggest a continued strategy of diversifying personal holdings.

Industry Context

Insider transactions are common and closely monitored, especially in publicly traded companies like Duolingo. The use of a 10b5-1 trading plan allows insiders to sell shares over time while mitigating concerns about trading on non-public information.

Comparison to Industry Standards

• The use of 10b5-1 trading plans is a standard practice among executives at publicly traded companies, including those in the tech industry like Meta, Alphabet, and Microsoft, to manage their stock sales in a compliant manner.
• The reported weighted average sale prices are within a normal range for stock transactions of this type.
• The filing is consistent with SEC regulations and reporting requirements for insider transactions.

Stakeholder Impact

• The stock sales may have a minor impact on shareholders due to the increased supply of shares in the market.
• The transactions do not directly impact employees, customers, suppliers, or creditors.

Key Dates