Duolingo CEO exercises 120,000 PSUs, covers taxes
Duolingo CEO Luis von Ahn exercised performance-based equity awards and had shares withheld to cover taxes.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
Duolingo CEO Luis von Ahn exercised performance-based equity awards and had shares withheld to cover taxes. On this date, he exercised derivative awards for 120,000 performance-based restricted stock units that convert into Class B Common Stock, and a corresponding derivative entry for 120,000 shares was recorded.
To satisfy tax obligations, 54,875 shares of Class B Common Stock were disposed of at a reference price of $107.82 per share through a tax-withholding transaction, not an open-market sale. After these transactions, he directly held 3,422,995 shares of Class B Common Stock.
Insider Trade Summary
240,000 shares exercised/converted
Exercise
3 txns
Insider
von Ahn Luis
Role
President & CEO, Co-Founder
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance-Based Restricted Stock Units | 120,000 | $0.00 | $0.00 |
| Exercise | Class B Common Stock | 120,000 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class B Common Stock | 54,875 | $107.82 | $5.92M |
Holdings After Transaction:
Performance-Based Restricted Stock Units — 420,000 contracts (Direct);
Class B Common Stock — 3,368,120 contracts (Direct)
Footnotes (3)
- F1. The performance-based condition will be satisfied upon the Issuer's Class A common stock achieving certain stock price hurdles over a period of ten years. Vested PSUs will be settled by the issuance of the underlying Class B Common Stock on the first anniversary of vesting, subject to acceleration upon a termination of employment or a change in control of the Issuer.
- F2. Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon vesting. The PSUs vest upon the satisfaction of both a service-based condition and a performance-based condition. The service-based condition is satisfied as to 25% of the PSUs on each anniversary of the completion of the Issuer's initial public offering of Class A common stock based on the Reporting Person's continuous service as CEO to the Issuer through the applicable vesting dates, subject to acceleration upon a cessation of service as CEO as a result of death or permanent disability.
- F3. 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.
Key Figures
Tax-withholding shares: 54,875 shares
Tax-withholding price: $107.82 per share
PSUs exercised: 120,000 units
+3 more
6 metrics
Tax-withholding shares
54,875 shares
Class B Common Stock disposed in tax-withholding transaction
Tax-withholding price
$107.82 per share
Reference price for 54,875-share tax-withholding disposition
PSUs exercised
120,000 units
Performance-Based Restricted Stock Units exercised into Class B stock
Total exercise shares
240,000 shares
ExerciseShares across two derivative transactions
Post-transaction holdings
3,422,995 shares
Class B Common Stock held directly after transactions
PSU expiration
June 21, 2031
Expiration date for Performance-Based Restricted Stock Units
Key Terms
Performance-Based Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, service-based condition, +2 more
6 terms
Performance-Based Restricted Stock Units financial
"The performance-based condition will be satisfied upon the Issuer's Class A common stock achieving certain stock price hurdles over a period of ten years."
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
service-based condition financial
"The service-based condition is satisfied as to 25% of the PSUs on each anniversary of the completion of the Issuer's initial public offering"
Class B Common Stock financial
"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"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Class A Common Stock financial
"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"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Duolingo (DUOL) CEO Luis von Ahn report?
Luis von Ahn reported exercising 120,000 performance-based restricted stock units into Class B Common Stock and a related 120,000-share derivative entry. He also reported a tax-withholding disposition of 54,875 Class B shares to satisfy tax obligations tied to these equity awards.
What are Duolingo performance-based restricted stock units reported in this Form 4?
Each performance-based restricted stock unit represents a contingent right to receive one share of Class B Common Stock. The units vest only after both service-based and performance-based conditions are met, including stock price hurdles over up to ten years, as described in the filing footnotes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
