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

Severin Hacker, Duolingo's CTO, reports the sale of Class A Common Stock and the exercise of stock options on May 19, 2025, under a pre-arranged trading plan.

Summary

• On May 19, 2025, Severin Hacker, the Chief Technology Officer and Co-Founder of Duolingo, Inc., executed multiple transactions involving the company's stock.
• Hacker exercised a stock option to acquire 10,000 shares of Class A Common Stock at a price of $38.08.
• He also sold a total of 10,000 shares of Class A Common Stock in a series of transactions at prices ranging from $517.74 to $530.64.
• These sales were conducted under a Rule 10b5-1 trading plan adopted on September 11, 2024.
• Following these transactions, Hacker directly owns 72 shares of Class A Common Stock.
• Hacker also directly owns 125,252 shares of Class B Common Stock and indirectly owns 2,956,917 shares of Class B Common Stock through a trust.
• Each share of Class B Common Stock is convertible into one share of Class A Common Stock.

Sentiment

Score: 5

Explanation: This is a neutral disclosure of stock transactions. The sales are conducted under a pre-arranged plan, suggesting no particular concern about the company's prospects.

Industry Context

This filing is a routine disclosure of insider transactions and provides transparency to the market regarding the trading activities of Duolingo's executive officers. It is common for executives to utilize 10b5-1 trading plans to manage their stock sales and avoid accusations of insider trading.

Comparison to Industry Standards

• Executive stock sales are a common occurrence in publicly traded companies.
• The use of 10b5-1 trading plans is a standard practice to ensure compliance with insider trading regulations.
• Comparable companies like Coursera or Chegg also have executives who regularly report stock transactions via Form 4 filings.
• The reported prices are within the typical trading range for Duolingo's stock.

Stakeholder Impact

• The stock sales may have a minor impact on the stock price in the short term.
• The disclosure provides transparency to shareholders regarding insider transactions.
• The use of a 10b5-1 trading plan demonstrates a commitment to compliance with securities regulations.

Key Dates

Keywords

Form 4, Severin Hacker, Duolingo, Stock Sale, Class A Common Stock, Class B Common Stock, 10b5-1 Trading Plan, Insider Trading, CTO, Equity Securities