Was the Duolingo (DUOL) insider share disposition an open-market sale?

The 31,920-share disposition was coded “F,” indicating shares were delivered to satisfy tax liabilities or exercise price, not sold on the open market. This is a routine tax-withholding mechanism associated with equity compensation vesting, rather than discretionary selling.

Duolingo CTO exercises 60K PSUs, tax shares withheld

Duolingo, Inc. director and CTO/co-founder Severin Hacker reported equity compensation activity involving performance-based restricted stock units (PSUs) tied to the company’s Class B Common Stock.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

Rhea-AI Filing Summary

Duolingo, Inc. director and CTO/co-founder Severin Hacker reported equity compensation activity involving performance-based restricted stock units (PSUs) tied to the company’s Class B Common Stock. On this Form 4, 60,000 PSUs were exercised into 60,000 shares of Class B Common Stock at a conversion price of $0.00 per share, reflecting the vesting of a portion of his long-term incentive award. To cover tax obligations, 31,920 shares of Class B Common Stock were disposed of in a tax-withholding transaction at $107.82 per share, which is not an open-market sale. Following these transactions, Hacker holds 205,273 shares of Class B Common Stock directly and 72 shares of Class A Common Stock directly, plus 2,836,917 shares of Class B Common Stock indirectly through the SBH Trust dated March 10, 2020, of which he is trustee. Each PSU represents a contingent right to receive one share of Class B Common Stock, subject to both service-based vesting tied to anniversaries of Duolingo’s IPO and performance-based stock price hurdles over a ten-year period, with settled shares generally delivered on the first anniversary of vesting.

Insider Trade Summary

120,000 shares exercised/converted

Exercise 5 txns

Insider Hacker Severin

Role Chief Tech Officer, Co-Founder

Type	Security	Shares	Price	Value
Exercise	Performance-Based Restricted Stock Units	60,000	$0.00	$0.00
Exercise	Class B Common Stock	60,000	$0.00	$0.00
Exercise Price or Tax Liability	Class B Common Stock	31,920	$107.82	$3.44M
holding	Class B Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Performance-Based Restricted Stock Units — 210,000 contracts (Direct); Class B Common Stock — 205,273 contracts (Direct); Class B Common Stock — 2,836,917 contracts (Indirect, See footnote); Class A Common Stock — 72 shares (Direct)

Footnotes (4)

F1. 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 CTO to the Issuer through the applicable vesting dates, subject to acceleration upon a cessation of service as CTO as a result of death or permanent disability.
F2. 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.
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.
F4. Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.

Key Figures

PSUs exercised: 60,000 shares Tax-withholding disposition: 31,920 shares at $107.82 Direct Class B holdings after: 205,273 shares +3 more

6 metrics

PSUs exercised 60,000 shares Performance-Based Restricted Stock Units converted to Class B Common Stock

Tax-withholding disposition 31,920 shares at $107.82 Shares delivered to satisfy tax liability on equity compensation

Direct Class B holdings after 205,273 shares Class B Common Stock directly owned following reported transactions

Indirect Class B holdings 2,836,917 shares Class B Common Stock held via SBH Trust dated March 10, 2020

Direct Class A holdings 72 shares Class A Common Stock directly owned following reported transactions

PSU expiration June 21, 2031 Expiration date for Performance-Based Restricted Stock Units

Key Terms

Performance-Based Restricted Stock Units, tax-withholding disposition, Class B Common Stock, contingent right, +1 more

5 terms

Performance-Based Restricted Stock Units financial

"Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share..."

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

"Payment of exercise price or tax liability by delivering securities"

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.

Class B Common Stock financial

"Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person..."

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.

contingent right financial

"Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share..."

change in control financial

"subject to acceleration upon a termination of employment or a change in control of the Issuer."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Duolingo (DUOL) CTO Severin Hacker report?

Severin Hacker reported the exercise of 60,000 performance-based restricted stock units into Class B Common Stock and a related tax-withholding disposition of 31,920 shares. These actions reflect equity compensation vesting rather than open-market buying or selling activity.

How many Duolingo (DUOL) shares does Severin Hacker hold after this Form 4?

After the reported transactions, Severin Hacker holds 205,273 shares of Class B Common Stock directly and 72 shares of Class A Common Stock directly, plus 2,836,917 shares of Class B Common Stock indirectly through the SBH Trust dated March 10, 2020.

What are Duolingo (DUOL) performance-based restricted stock units (PSUs) reported in this filing?

Each Duolingo PSU represents a contingent right to receive one share of Class B Common Stock. Vesting requires both service-based conditions and performance-based stock price hurdles, with settled shares generally issued on the first anniversary of vesting or earlier upon certain employment or control changes.

How do Duolingo (DUOL) Class B shares reported by Severin Hacker relate to Class A stock?

Each share of Duolingo Class B Common Stock is convertible at any time into one share of Class A Common Stock and has no expiration date. Class B shares automatically convert to Class A upon certain transfers, ownership threshold changes, or upon Severin Hacker’s death.

How do the Duolingo (DUOL) PSUs for Severin Hacker vest over time?

The service-based condition vests 25% of the PSUs on each anniversary of Duolingo’s IPO, contingent on continuous service as CTO. The performance condition requires Class A stock to meet specified price hurdles over ten years before PSUs are fully earned and eventually settled.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/29/2026 - 04:08 PM

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
Estimated average burden
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).

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

PENNSYLVANIA

15206

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Units	⁽¹⁾⁽²⁾	05/27/2026		M			60,000	⁽¹⁾⁽²⁾	06/21/2031	Class B Common Stock	60,000	$0	210,000	D
Class B Common Stock	⁽³⁾	05/27/2026		M		60,000		⁽³⁾	⁽³⁾	Class A Common Stock	60,000	$0	237,193	D
Class B Common Stock	⁽³⁾	05/27/2026		F			31,920	⁽³⁾	⁽³⁾	Class A Common Stock	31,920	$107.82	205,273	D
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	2,836,917		2,836,917	I	See footnote⁽⁴⁾

Explanation of Responses:

1. 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 CTO to the Issuer through the applicable vesting dates, subject to acceleration upon a cessation of service as CTO as a result of death or permanent disability.

2. 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.

3. 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.

4. 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	05/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR