Form 4: Duolingo's Chief Technology Officer Severin Hacker Executes Stock Transactions

Severin Hacker, Duolingo's CTO, reports multiple transactions involving Class A Common Stock, including acquisitions via option exercises and sales under a pre-arranged 10b5-1 trading plan.

Summary

• On March 19, 2025, Severin Hacker, the Chief Technology Officer and Co-Founder of Duolingo, Inc., engaged in multiple transactions involving the company's Class A Common Stock.
• These transactions included the acquisition of shares through the exercise of stock options at prices of $14.42 and $38.08, and the sale of shares at various prices ranging from approximately $288.83 to $304.22.
• The sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 11, 2024.
• Following these transactions, Hacker directly owns 72 shares of Class A Common Stock and indirectly owns 2,956,917 shares through the SBH Trust dated March 10, 2020.
• Hacker also holds derivative securities, including options to purchase Class B Common Stock, which are convertible into Class A Common Stock.

Sentiment

Score: 6

Explanation: Neutral sentiment. The transactions are part of a pre-planned trading strategy and do not necessarily indicate a change in the executive's outlook on the company.

Positives

• The exercise of stock options demonstrates Hacker's belief in the long-term value of Duolingo.
• The Rule 10b5-1 trading plan allows for orderly sales of stock, mitigating potential market disruption.

Negatives

• The sale of shares by a key executive could be perceived negatively by some investors, although it is part of a pre-planned strategy.

Risks

• Continued sales of shares by insiders could put downward pressure on the stock price.
• Market volatility could impact the effectiveness of the 10b5-1 trading plan.

Future Outlook

The document does not contain specific forward-looking statements, but the ongoing sales under the 10b5-1 plan suggest a continuation of these transactions.

Industry Context

Insider transactions are a common occurrence in publicly traded companies. Monitoring these transactions can provide insights into management's perspective on the company's valuation and future prospects. The use of a 10b5-1 trading plan is a standard practice to avoid accusations of insider trading.

Comparison to Industry Standards

• Comparing Hacker's transactions to those of other executives at similar tech companies would require analyzing their Form 4 filings.
• The volume and frequency of these transactions appear typical for executives with significant equity holdings.
• The use of a 10b5-1 trading plan is a common practice among executives at companies like Coursera, Udemy, and Skillsoft to manage their stock sales.

Stakeholder Impact

• The transactions could have a minor impact on shareholders due to the potential for slight price fluctuations.
• The impact on employees, customers, suppliers, and creditors is likely to be negligible.

Key Dates

Keywords

Duolingo, Severin Hacker, stock options, Class A Common Stock, Form 4, 10b5-1 trading plan, insider trading, SBH Trust