DUOL Form 4: Severin Hacker Executes Options, Executes 10b5‑1 Sales

Rhea-AI Filing Summary

Severin Hacker, Chief Tech Officer and Co‑Founder of Duolingo (DUOL), reported transactions on 09/05/2025. He exercised a fully vested option to buy 10,000 shares at $38.08 and contemporaneously sold 10,000 Class A shares across multiple transactions under a Rule 10b5‑1 trading plan adopted 09/11/2024 at weighted average prices in the mid‑$260s. After the reported trades, Mr. Hacker directly holds 72 Class A shares and 55,252 Class B shares (which are convertible into Class A); he also has indirect ownership of 2,886,917 Class A shares via the SBH Trust.

Positive

• Exercise of fully vested options at $38.08 indicates prior compensation vesting completed
• Sales executed under a Rule 10b5‑1 plan, which provides pre‑arranged compliance with insider trading rules
• Substantial indirect holdings remain (2,886,917 Class A via SBH Trust), preserving long‑term alignment

Negative

• Large share sales (10,000 shares) were executed at prices in the mid‑$260s, reducing direct Class A holdings to 72 shares
• Significant monetization of option gain may be perceived negatively by some investors despite 10b5‑1 plan use

Insights

Financial Analyst

TL;DR: Insider exercised options and sold an equal number of shares via a 10b5‑1 plan; substantial indirect holdings remain.

The report shows exercise of 10,000 options at $38.08 followed by sales of 10,000 Class A shares at weighted averages in the $264–$271 range under a pre‑existing 10b5‑1 plan. These sales monetize a vested option position while leaving the reporting person with meaningful control via Class B shares and the SBH Trust's 2.89M Class A shares. For investors, this is routine insider liquidity rather than a change in control or material shift in ownership.

Corporate Governance Expert

TL;DR: Transactions comply with Rule 10b5‑1 plan and reflect routine executive liquidity, not an unusual governance event.

The filing discloses that sales were executed pursuant to a 10b5‑1 plan adopted on 09/11/2024 and that the option exercised was fully vested. The reporting person retains significant convertible Class B shares and indirect holdings via a trust, preserving voting and economic influence. No transfers, departures, or governance changes are reported in this Form 4.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hacker Severin

(Last) (First) (Middle)

C/O DUOLINGO, INC.

5900 PENN AVENUE

(Street)

PITTSBURGH PA 15206

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Tech Officer, Co-Founder

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/05/2025		C		10,000	A	$38.08	10,072	D
Class A Common Stock	09/05/2025		S(1)		500	D	$264.7464(2)	9,572	D
Class A Common Stock	09/05/2025		S(1)		1,148	D	$265.9512(3)	8,424	D
Class A Common Stock	09/05/2025		S(1)		849	D	$266.8952(4)	7,575	D
Class A Common Stock	09/05/2025		S(1)		2,100	D	$267.9315(5)	5,475	D
Class A Common Stock	09/05/2025		S(1)		1,956	D	$268.9167(6)	3,519	D
Class A Common Stock	09/05/2025		S(1)		1,600	D	$269.8742(7)	1,919	D
Class A Common Stock	09/05/2025		S(1)		1,647	D	$271.0457(8)	272	D
Class A Common Stock	09/05/2025		S(1)		200	D	$271.5717(9)	72	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$38.08	09/05/2025		M			10,000	(10)	12/02/2030	Class B Common Stock	10,000	$0	55,252	D
Class B Common Stock	(11)	09/05/2025		C		10,000		(11)	(11)	Class A Common Stock	10,000	$0	96,075	D
Class B Common Stock	(11)	09/05/2025		C			10,000	(11)	(11)	Class A Common Stock	10,000	$0	86,075	D
Class B Common Stock	(11)							(11)	(11)	Class A Common Stock	2,886,917		2,886,917	I	See footnote(12)

Explanation of Responses:

1. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024.

2. 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 $264.18 to $265.08, 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.

3. 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 $265.39 to $266.35, 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.

4. 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 $266.39 to $267.26, 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.

5. 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 $267.39 to $268.37, 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.

6. 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 $268.40 to $269.38, 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.

7. 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 $269.44 to $270.36, 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.

8. 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 $270.52 to $271.47, 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.

9. 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 $271.54 to $271.63, 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.

10. The shares subject to the option are fully vested and exercisable.

11. 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.

12. Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Severin Hacker report on Form 4 for DUOL?

He exercised 10,000 options at $38.08 and sold 10,000 Class A shares on 09/05/2025 under a 10b5‑1 trading plan.

How many shares does Severin Hacker still beneficially own after the transactions?

Directly: 72 Class A shares and 55,252 Class B shares; indirectly: 2,886,917 Class A shares via SBH Trust.

Were the sales part of a prearranged trading plan?

Yes. The sales were effected pursuant to a Rule 10b5‑1 trading plan adopted on 09/11/2024.

At what prices were the shares sold?

Shares were sold in multiple transactions with weighted average prices reported in the range of approximately $264.18 to $271.63, by tranche.

Did the Form 4 indicate any change in control or transfer restrictions?

No. The filing discloses conversion mechanics for Class B shares but does not report transfers, resignations, or control changes.