DUOL Form 4: Severin Hacker sells 10,000 shares after option exercise
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Duolingo insider Severin Hacker reported multiple transactions dated 10/06/2025. Mr. Hacker exercised a stock option to acquire 10,000 shares at an exercise price of $38.08 and simultaneously sold 10,000 Class A shares in multiple brokered trades under a Rule 10b5-1 plan at weighted average prices ranging from $316.79 to $329.19. After the activity his direct beneficial holdings of Class A common stock are reported as 72 shares, with additional direct and indirect holdings shown as exercised options and Class B/Class A shares, including 2,886,917 Class A shares held indirectly in a trust.
Positive
- Used a Rule 10b5-1 trading plan (adopted 9/11/2024), indicating preplanned transactions
- Exercised options at a low strike of $38.08, enabling liquidity at higher market prices
Negative
- Selling of 10,000 Class A shares on 10/06/2025 reduced direct holdings to 72 shares
- Large sales at market prices between $316.79 and $329.19 represent significant insider disposal on that date
Insights
Insider exercised options then sold the resulting shares under a prearranged plan.
The filings show a 10,000-share option exercise at an exercise price of $38.08 and brokered sales totaling 10,000 Class A shares executed under a Rule 10b5-1 trading plan adopted 9/11/2024. The use of a 10b5-1 plan indicates the sales were preplanned and intended to provide an affirmative defense against insider trading claims.
Key dependencies include the continued compliance with the 10b5-1 plan and any lock-up or transfer restrictions. Watch for subsequent Form 4s that disclose further conversions of Class B stock or additional plan-based trades over the next few reporting periods.
Large-dollar insider sales were executed at market prices well above the option strike.
The reported sale quantities total 10,000 shares at weighted average prices reported in ranges from approximately $316.79 to $329.19, implying gross proceeds in the multiple millions of dollars before fees (sale prices are explicitly provided as ranges in the footnotes). The exercise at $38.08 and immediate sales realize a large spread per share.
Investors may monitor trading volume and price action around 10/06/2025 and subsequent filings to gauge whether this was a one‑time liquidity event or part of an ongoing program; any further large insider sales would be material in the near term.
Insider Trade Summary
Net Seller: 10,000 shares ($3,216,303)
Net Sell
16 txns
Insider
Hacker Severin
Role
Chief Tech Officer, Co-Founder
Sold
10,000 shs ($3.22M)
| 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 | $317.3065 | $159K |
| Sale | Class A Common Stock | 1,916 | $318.264 | $610K |
| Sale | Class A Common Stock | 1,599 | $319.557 | $511K |
| Sale | Class A Common Stock | 1,803 | $320.333 | $578K |
| Sale | Class A Common Stock | 1,173 | $321.3906 | $377K |
| Sale | Class A Common Stock | 109 | $322.6239 | $35K |
| Sale | Class A Common Stock | 300 | $324.1047 | $97K |
| Sale | Class A Common Stock | 500 | $325.224 | $163K |
| Sale | Class A Common Stock | 600 | $326.4954 | $196K |
| Sale | Class A Common Stock | 1,300 | $327.4426 | $426K |
| Sale | Class A Common Stock | 200 | $328.755 | $66K |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 35,252 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 $316.79 to $317.72, 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 $317.87 to $318.84, 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 $318.97 to $319.96, 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 $319.98 to $320.95, 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 $321.00 to $321.78, 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 $322.00 to $322.68, 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 $323.61 to $324.49, 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 $324.78 to $325.62, 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 $326.01 to $326.94, 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 $327.02 to $327.92, 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 $328.32 to $329.19, 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 insider transactions did Severin Hacker (DUOL) report on 10/06/2025?
He exercised a 10,000-share option$38.08 and sold 10,000 Class A shares in multiple brokered transactions executed under a Rule 10b5-1 plan.
Were the sales by Severin Hacker part of a prearranged plan?
Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 9/11/2024, as disclosed in the Form 4.
Does the Form 4 disclose indirect holdings for Severin Hacker?
Yes. The filing reports 2,886,917 Class A shares held indirectly by the SBH Trust dated 3/10/2020, of which he is Trustee.