4//SEC Filing
Hacker Severin 4
Accession 0001628280-25-053427
CIK 0001562088other
Filed
Nov 19, 7:00 PM ET
Accepted
Nov 20, 5:38 PM ET
Size
28.9 KB
Accession
0001628280-25-053427
Insider Transaction Report
Form 4
Duolingo, Inc.DUOL
Hacker Severin
DirectorChief Tech Officer, Co-Founder10% Owner
Transactions
- Sale
Class A Common Stock
2025-11-19$173.74/sh−760$132,046→ 3,876 total - Conversion
Class A Common Stock
2025-11-19$38.08/sh+10,000$380,800→ 10,072 total - Conversion
Class B Common Stock
2025-11-19+10,000→ 124,305 total→ Class A Common Stock (10,000 underlying) - Sale
Class A Common Stock
2025-11-19$169.57/sh−1,146$194,324→ 8,926 total - Sale
Class A Common Stock
2025-11-19$171.50/sh−2,009$344,534→ 5,917 total - Sale
Class A Common Stock
2025-11-19$170.55/sh−1,000$170,549→ 7,926 total - Sale
Class A Common Stock
2025-11-19$172.39/sh−1,281$220,831→ 4,636 total - Sale
Class A Common Stock
2025-11-19$174.61/sh−3,089$539,362→ 787 total - Sale
Class A Common Stock
2025-11-19$175.46/sh−435$76,324→ 352 total - Sale
Class A Common Stock
2025-11-19$176.68/sh−280$49,471→ 72 total - Conversion
Class B Common Stock
2025-11-19−10,000→ 114,305 total→ Class A Common Stock (10,000 underlying) - Exercise/Conversion
Stock Option (Right to Buy)
2025-11-19−10,000→ 5,252 totalExercise: $38.08Exp: 2030-12-02→ Class B Common Stock (10,000 underlying)
Holdings
- 2,886,917(indirect: See footnote)
Class B Common Stock
→ Class A Common Stock (2,886,917 underlying)
Footnotes (12)
- [F1]The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024.
- [F10]The shares subject to the option are fully vested and exercisable.
- [F11]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.
- [F12]Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.
- [F2]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 $168.98 to $169.90, 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.
- [F3]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 $169.99 to $170.98, 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.
- [F4]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 $171.00 to $171.97, 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.
- [F5]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 $172.01 to $172.90, 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.
- [F6]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 $173.12 to $174.11, 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.
- [F7]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 $174.14 to $175.13, 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.
- [F8]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 $175.14 to $176.11, 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.
- [F9]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 $176.37 to $176.90, 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.
Documents
Issuer
Duolingo, Inc.
CIK 0001562088
Entity typeother
Related Parties
1- filerCIK 0001870272
Filing Metadata
- Form type
- 4
- Filed
- Nov 19, 7:00 PM ET
- Accepted
- Nov 20, 5:38 PM ET
- Size
- 28.9 KB