Duolingo, Inc. SEC Filings

Duolingo CTO and Co-Founder Severin Hacker executed multiple stock transactions on June 20, 2025, as reported in this Form 4 filing. The transactions included:

• Exercise of stock options for 10,000 shares at $38.08 per share
• Conversion of Class B shares to Class A shares
• Sale of 10,000 Class A shares in multiple transactions at prices ranging from $465.82 to $481.35

Following these transactions, Hacker holds 72 Class A shares directly and 105,252 stock options. Additionally, he maintains indirect ownership of 2,896,917 Class B shares through the SBH Trust. The sales were executed under a Rule 10b5-1 trading plan established on September 11, 2024. Hacker maintains significant ownership as a Director, 10% Owner, and Chief Technology Officer.

Duolingo, Inc. (DUOL) filed a Form 144 indicating a planned sale of 70,000 common shares through Morgan Stanley Smith Barney. The shares have an aggregate market value of $33,511,100, implying a reference price of roughly $479 per share. The transaction is scheduled for 20 June 2025 and represents approximately 0.18 % of the company’s 39,260,633 shares outstanding; therefore, no dilution is involved, but the filing signals potential insider sentiment.

The filing also details five prior 10b5-1 sales by the same account holder—identified in the tables as “Severin Hacker”—totalling 50,000 shares between 7 April 2025 and 5 June 2025 for gross proceeds of about $21.6 million. When combined with the proposed transaction, the insider will have disposed of 120,000 shares within roughly three months.

Investors typically scrutinise repeated insider disposals for potential negative signals regarding future performance or valuation. Nevertheless, the Rule 144 notice and use of a 10b5-1 trading plan provide transparency and a structured framework that reduces the likelihood of trading on undisclosed material information.

Duolingo director Mario Schlosser received 379 restricted stock units (RSUs) of Class A Common Stock on June 11, 2025. The RSUs were granted at $0 cost and represent direct ownership.

Key terms of the RSU grant:

• Each RSU converts to one share of Class A Common Stock upon vesting
• Vesting occurs at the earlier of: - First anniversary of grant date - Next annual stockholder meeting
• Vesting is contingent on continued service with Duolingo

This Form 4 filing, executed by Stephen Chen as attorney-in-fact on June 20, 2025, discloses standard equity compensation for a board member, indicating continued alignment between director and shareholder interests.

Director Gillian Munson of Duolingo received a new equity grant on June 11, 2025, consisting of 379 restricted stock units (RSUs) of Class A Common Stock. Following this transaction, Munson now beneficially owns 3,909 shares directly.

Key terms of the RSU grant:

• Each RSU converts to one share of Class A Common Stock upon vesting
• Vesting occurs at the earlier of: (1) first anniversary of grant date or (2) next annual stockholder meeting
• Vesting is contingent on continued service with Duolingo
• The RSUs were granted at $0 cost to the director

This Form 4 filing was submitted by Stephen Chen as Attorney-in-Fact for Munson on June 18, 2025, within the required reporting timeline for insider transactions.

Duolingo director Bonnie Ross received a grant of 379 restricted stock units (RSUs) on June 11, 2025. The RSUs represent the right to receive an equal number of Class A Common Stock shares upon vesting.

Key terms of the RSU grant:

• Grant price: $0
• Vesting schedule: 100% vests at earlier of (i) first anniversary of grant date or (ii) next annual stockholder meeting
• Vesting condition: Continued service with Duolingo
• Each RSU converts to one share of Class A Common Stock upon vesting

This Form 4 filing, reported on June 28, 2025, reflects standard equity compensation for board service. The transaction was executed under direct ownership.

Duolingo director John Osborne Lilly III received a grant of 379 restricted stock units (RSUs) on June 11, 2025. Following this transaction, Lilly owns a total of 6,904 shares of Class A Common Stock directly.

Key terms of the RSU grant:

• Each RSU converts to one share of Class A Common Stock upon vesting
• Vesting occurs at the earlier of: (1) first anniversary of grant date or (2) next annual stockholder meeting
• Vesting is contingent on continued service with Duolingo
• The RSUs were granted at $0 cost to the director

This Form 4 filing represents standard equity compensation for a board member, indicating continued alignment between director and shareholder interests through stock ownership.