Duolingo CEO gifts 50,000 shares, converts stock
Duolingo, Inc. President & CEO and Co‑Founder Luis von Ahn reported a non-market reshuffling of his holdings.
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Form Type
4
Rhea-AI Filing Summary
Duolingo, Inc. President & CEO and Co‑Founder Luis von Ahn reported a non-market reshuffling of his holdings. On May 11, 2026, he made a bona fide gift of 50,000 shares of Class A Common Stock and, separately, converted 50,000 shares of Class B Common Stock into Class A. Following these transactions, he directly holds 50,000 Class A shares and 3,302,995 Class B shares, indicating he retains a substantial equity position with no open‑market sales disclosed.
Insider Trade Summary
50,000 shares exercised/converted
Exercise
3 txns
Insider
von Ahn Luis
Role
President & CEO, Co-Founder
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 50,000 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 50,000 | $0.00 | $0.00 |
| Gift | Class A Common Stock | 50,000 | $0.00 | $0.00 |
Holdings After Transaction:
Class B Common Stock — 3,302,995 contracts (Direct);
Class A Common Stock — 0 shares (Direct)
Footnotes (1)
- F1. 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
Gifted shares: 50,000 shares Class A
Converted shares: 50,000 shares Class B
Class A holdings after: 50,000 shares
+2 more
5 metrics
Gifted shares
50,000 shares Class A
Bona fide gift on May 11, 2026
Converted shares
50,000 shares Class B
Conversion into Class A Common Stock
Class A holdings after
50,000 shares
Direct Class A Common Stock after transactions
Class B holdings after
3,302,995 shares
Direct Class B Common Stock after conversion
Exercise/Conversion shares
50,000 shares
Exercise/derivative conversion count from transactionSummary
Key Terms
bona fide gift, Class B Common Stock, conversion of derivative security, aggregate number of shares of Class B Common Stock outstanding
4 terms
bona fide gift financial
"transaction_code_description: "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Class B Common Stock financial
"Each share of Class B Common Stock is convertible at any time..."
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.
conversion of derivative security financial
"transaction_code_description: "Conversion of derivative security""
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 a bona fide gift of 50,000 Duolingo Class A shares and a conversion of 50,000 Class B shares into Class A on May 11, 2026, with no open‑market sales disclosed.
What is the size of Luis von Ahn’s remaining Duolingo (DUOL) holdings after these transactions?
After the reported transactions, Luis von Ahn directly holds 50,000 shares of Class A Common Stock and 3,302,995 shares of Class B Common Stock, showing he retains a large ownership stake following the gift and conversion.
What does the Duolingo (DUOL) Form 4 say about Class B to Class A conversion rights?
The filing notes each Class B share is convertible at any time into one Class A share, with no expiration date, and will convert automatically in specific cases such as most transfers, low remaining Class B percentage, or upon the reporting person’s death.
Were the Duolingo (DUOL) CEO’s transactions classified as derivative conversions?
Yes, the Form 4 classifies two transactions as conversion of derivative security, each involving 50,000 shares. One reflects Class B Common Stock as a derivative security that converts one-for-one into Class A Common Stock under the issuer’s capital structure.
AI-generated analysis. How Rhea-AI works. Not financial advice.
