[Form 4] Duolingo, Inc. Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Form 4 highlights for Duolingo (DUOL): Co-founder, CTO, director and >10% owner Severin Hacker reported a series of insider transactions dated 8 Aug 2025.
- Option exercise: 10,000 Class B options exercised at $38.08 (cost ~$0.38 M).
- Conversions: Two line-items show 20,000 Class B shares converted to Class A; 10,000 of the converted shares were immediately sold.
- Sales: 10,000 Class A shares sold in 12 tranches between $338.80–$355.15; volume-weighted average ≈ $344, generating proceeds of roughly $3.4 M. Sales were executed under a Rule 10b5-1 plan adopted 11 Sep 2024.
- Post-trade ownership: Direct Class A stake falls to 72 shares; direct derivative holdings total 86,075 options; indirect trust continues to hold 2,896,917 Class B shares, underscoring continued majority control.
No earnings data or company guidance is included; the filing solely documents routine insider activity. Given the small size of the sale relative to Hacker’s remaining 2.9 M-share economic interest, market impact is likely limited.
Positive
- None.
Negative
- None.
Insights
TL;DR: 10k-share sale by CTO is modest vs. 2.9 M retained, suggesting limited strategic signal.
The filing shows a classic exercise-and-sell: options struck at $38.08 were exercised, converted and sold at ≈$344, yielding a 9× gain. Transaction size (~$3.4 M) represents <1% of Hacker’s overall economic stake, and execution under a pre-arranged 10b5-1 plan diminishes informational value. Insider still controls nearly 3 M super-voting Class B shares, so governance dynamics are unchanged. I view the disclosure as neutral; it neither indicates operational weakness nor materially alters float.
TL;DR: Routine liquidity event; float increase minimal, sentiment mildly negative but not thesis-changing.
From a portfolio standpoint, insider selling can pressure sentiment, yet the 10k shares equate to <0.03% of DUOL’s ~34 M Class A float. Execution spread across 12 price tiers limits market impact. Continued lock on 2.9 M Class B shares preserves founder influence—no governance shift to factor into position sizing. I assign a neutral impact; however, repeated sales could become a trend worth monitoring.
Insider Trade Summary
Net Seller: 10,000 shares ($3,444,076)
Net Sell
17 txns
Insider
Hacker Severin
Role
Chief Tech Officer, Co-Founder
Sold
10,000 shs ($3.44M)
| 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 | 403 | $339.3173 | $137K |
| Sale | Class A Common Stock | 2,098 | $340.276 | $714K |
| Sale | Class A Common Stock | 1,330 | $341.5468 | $454K |
| Sale | Class A Common Stock | 2,205 | $342.5619 | $755K |
| Sale | Class A Common Stock | 600 | $343.4317 | $206K |
| Sale | Class A Common Stock | 1,133 | $344.9857 | $391K |
| Sale | Class A Common Stock | 200 | $346.73 | $69K |
| Sale | Class A Common Stock | 300 | $349.2467 | $105K |
| Sale | Class A Common Stock | 200 | $351.075 | $70K |
| Sale | Class A Common Stock | 200 | $352.745 | $71K |
| Sale | Class A Common Stock | 931 | $354.4462 | $330K |
| Sale | Class A Common Stock | 400 | $355.0625 | $142K |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 75,252 shares (Direct);
Class B Common Stock — 96,075 shares (Direct);
Class A Common Stock — 10,072 shares (Direct);
Class B Common Stock — 2,896,917 shares (Indirect, See footnote)
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 $338.80 to $339.57, 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 $339.81 to $340.77, 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 $341.06 to $341.93, 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 $342.08 to $342.91, 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 $343.22 to $343.72, 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 $344.47 to $345.31, 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 $346.71 to $346.75, 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 $348.76 to $349.49, 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 $351.05 to $351.10, 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 $352.50 to $352.99, 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 $353.94 to $354.82, 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 $355.01 to $355.15, 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.
FAQ
Did the insider exercise stock options before selling?
Yes, he exercised 10,000 options at $38.08 and converted the resulting Class B shares to Class A.
Was the sale executed under a 10b5-1 trading plan?
Yes, the filing states the transactions were under a Rule 10b5-1 plan adopted 09/11/2024.