DUOL insider trade: 10k option exercise, Class B-to-A conversions
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Duolingo (DUOL): Insider transaction by CTO/Co‑Founder Severin Hacker. A Form 4 reports that on 11/04/2025 he exercised stock options for 10,000 shares at $38.08, converted Class B into Class A on a one‑for‑one basis, and executed multiple Class A sales under a Rule 10b5‑1 trading plan adopted on September 11, 2024. The sales were reported in weighted‑average price tranches ranging from $257.23 to $267.38. Following the reported transactions, direct Class A holdings were 72 shares. Indirect holdings include 2,886,917 Class A shares held by the SBH Trust dated March 10, 2020.
Positive
- None.
Negative
- None.
Insights
Routine Form 4: option exercise, conversions, and planned sales.
Severin Hacker reported an option exercise for 10,000 shares at $38.08, followed by conversions from Class B to Class A and multiple sales on 11/04/2025. The filing cites a Rule 10b5‑1 plan adopted on September 11, 2024, indicating pre‑set trading instructions.
Sale prices were disclosed as weighted averages across ranges from $257.23 to $267.38. Beneficial ownership after these trades includes 72 Class A shares directly and 2,886,917 Class A shares indirectly via the SBH Trust.
This is administrative disclosure of insider activity. Actual market impact depends on trading volume and investor interpretation of pre‑planned sales.
Insider Trade Summary
Net Seller: 10,000 shares ($2,631,299)
Net Sell
15 txns
Insider
Hacker Severin
Role
Chief Tech Officer, Co-Founder
Sold
10,000 shs ($2.63M)
| 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 | 744 | $257.92 | $192K |
| Sale | Class A Common Stock | 936 | $258.7742 | $242K |
| Sale | Class A Common Stock | 560 | $259.708 | $145K |
| Sale | Class A Common Stock | 165 | $261.1384 | $43K |
| Sale | Class A Common Stock | 1,778 | $261.944 | $466K |
| Sale | Class A Common Stock | 560 | $262.9724 | $147K |
| Sale | Class A Common Stock | 1,625 | $264.0606 | $429K |
| Sale | Class A Common Stock | 760 | $265.0164 | $201K |
| Sale | Class A Common Stock | 1,727 | $266.1228 | $460K |
| Sale | Class A Common Stock | 1,145 | $266.8679 | $306K |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 15,252 shares (Direct);
Class B Common Stock — 124,305 shares (Direct);
Class A Common Stock — 10,072 shares (Direct);
Class B Common Stock — 2,886,917 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 $257.23 to $258.20, 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 $258.23 to $259.22, 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 $259.29 to $260.05, 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 $260.46 to $261.44, 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 $261.49 to $262.35, 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 $262.49 to $263.42, 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 $263.50 to $264.44, 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 $264.50 to $265.49, 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 $265.51 to $266.50, 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 $266.51 to $267.38, 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
What did DUOL’s CTO Severin Hacker report on Form 4?
He exercised options for 10,000 shares at $38.08, converted Class B to Class A, and reported multiple Class A sales on 11/04/2025 under a Rule 10b5‑1 plan.
When was the Rule 10b5‑1 trading plan adopted?
The plan was adopted on September 11, 2024.
Does the filing show any indirect DUOL holdings?
Yes. 2,886,917 Class A shares are held indirectly by the SBH Trust dated March 10, 2020.