DUOL Form 4: Hacker exercises $38.08 option, sells 10,000 shares under 10b5-1 plan
Rhea-AI Filing Summary
Severin Hacker, Duolingo Chief Technology Officer and co-founder, reported option exercise and planned sales under a Rule 10b5-1 plan. The filing shows a $38.08 stock option exercised to acquire 10,000 shares on 09/19/2025. Those 10,000 shares were subsequently sold in multiple transactions under a 10b5-1 plan adopted September 11, 2024, for weighted-average prices reported in five separate sale groups ranging from about $286.26 to $291.15, generating aggregate sales of 10,000 shares. After the option exercise and sales, the reporting person shows 72 shares of Class A common stock directly owned and larger holdings of Class B and indirect holdings, including 2,886,917 Class A-equivalent shares held indirectly through the SBH Trust (Reporting Person is trustee).
Positive
- Sale executed under a Rule 10b5-1 trading plan, which is disclosed and can reduce concerns about selective insider timing
- Full disclosure of weighted-average sale price ranges and willingness to provide per-trade detail enhances transparency
- Significant indirect holdings remain (2,886,917 Class A-equivalent shares held in SBH Trust), indicating retained long-term economic interest
Negative
- Reporting Person sold 10,000 shares following option exercise, reducing direct public Class A ownership to 72 shares
- Realized gains are potentially material given the strike price ($38.08) and sale prices (~$286–$291), which could be viewed as monetizing equity
Insights
TL;DR: Insider exercised low-strike options and sold all resulting shares through a pre-established 10b5-1 plan; trust holdings remain substantial.
The filing documents a standard insider liquidity event: exercise of a fully vested option at $38.08 followed by sales executed under a Rule 10b5-1 plan, minimizing timing concerns about selective trading. The disclosures provide weighted-average sale prices for five sale tranches, covering price ranges between $286.26 and $291.15, and confirm the Reporting Person will provide per-trade breakdowns on request. Direct public float exposure now appears minimal (72 Class A shares), while substantial economic interest remains via Class B shares and the SBH Trust (2,886,917 Class A-equivalent shares), preserving control-related alignments.
TL;DR: Option exercise at a low strike and immediate sales realize significant gains; disclosures are complete and procedural.
The exercise of a $38.08 option and subsequent sales at ~ $286–$291 represent a material spread per share realized by the reporting person, but the transactions were executed under a 10b5-1 plan adopted in 2024, which is disclosed in the filing. The filing lists total shares sold as 10,000 and shows resulting direct Class A ownership of 72 shares. Derivative and indirect holdings (including Class B shares convertible into Class A and trust-held shares) indicate continued long-term stake. The filing is informational and routine from a compensation-liquidity perspective.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to Buy) | 10,000 | $0.00 | -- |
| Conversion | Class B Common Stock | 10,000 | $0.00 | -- |
| Conversion | Class B Common Stock | 10,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 10,000 | $38.08 | $381K |
| Sale | Class A Common Stock | 1,300 | $286.7732 | $373K |
| Sale | Class A Common Stock | 2,300 | $287.8146 | $662K |
| Sale | Class A Common Stock | 2,300 | $288.8122 | $664K |
| Sale | Class A Common Stock | 1,900 | $289.7897 | $551K |
| Sale | Class A Common Stock | 2,200 | $290.7845 | $640K |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (1)
- The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $286.26 to $287.25, inclusive. 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. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $287.27 to $288.23, inclusive. 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. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $288.28 to $289.27, inclusive. 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. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $289.32 to $290.30, inclusive. 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. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $290.43 to $291.15, inclusive. 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. The shares subject to the option are fully vested and exercisable. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers further described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, and (iii) the death of the Reporting Person. Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.
