DUOL Form 4: Severin Hacker Executes Options, Executes 10b5‑1 Sales
Filing Impact
Filing Sentiment
Form Type
4
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
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.
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.
Insider Trade Summary
Net Seller: 10,000 shares ($2,685,462)
Net Sell
13 txns
Insider
Hacker Severin
Role
Chief Tech Officer, Co-Founder
Sold
10,000 shs ($2.69M)
| 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 | 500 | $264.7464 | $132K |
| Sale | Class A Common Stock | 1,148 | $265.9512 | $305K |
| Sale | Class A Common Stock | 849 | $266.8952 | $227K |
| Sale | Class A Common Stock | 2,100 | $267.9315 | $563K |
| Sale | Class A Common Stock | 1,956 | $268.9167 | $526K |
| Sale | Class A Common Stock | 1,600 | $269.8742 | $432K |
| Sale | Class A Common Stock | 1,647 | $271.0457 | $446K |
| Sale | Class A Common Stock | 200 | $271.5717 | $54K |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 55,252 shares (Direct);
Class B Common Stock — 96,075 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 $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. 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. 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. 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. 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. 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. 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. 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. 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 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.
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.
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.