Duolingo, Inc.·4

Nov 20, 5:38 PM ET

Hacker Severin 4

4 · Duolingo, Inc. · Filed Nov 20, 2025

Insider Transaction Report

Form 4
Period: 2025-11-19
Hacker Severin
DirectorChief Tech Officer, Co-Founder10% Owner
Transactions
  • Sale

    Class A Common Stock

    2025-11-19$173.74/sh760$132,0463,876 total
  • Conversion

    Class A Common Stock

    2025-11-19$38.08/sh+10,000$380,80010,072 total
  • Conversion

    Class B Common Stock

    2025-11-19+10,000124,305 total
    Class A Common Stock (10,000 underlying)
  • Sale

    Class A Common Stock

    2025-11-19$169.57/sh1,146$194,3248,926 total
  • Sale

    Class A Common Stock

    2025-11-19$171.50/sh2,009$344,5345,917 total
  • Sale

    Class A Common Stock

    2025-11-19$170.55/sh1,000$170,5497,926 total
  • Sale

    Class A Common Stock

    2025-11-19$172.39/sh1,281$220,8314,636 total
  • Sale

    Class A Common Stock

    2025-11-19$174.61/sh3,089$539,362787 total
  • Sale

    Class A Common Stock

    2025-11-19$175.46/sh435$76,324352 total
  • Sale

    Class A Common Stock

    2025-11-19$176.68/sh280$49,47172 total
  • Conversion

    Class B Common Stock

    2025-11-1910,000114,305 total
    Class A Common Stock (10,000 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    2025-11-1910,0005,252 total
    Exercise: $38.08Exp: 2030-12-02Class B Common Stock (10,000 underlying)
Holdings
  • Class B Common Stock

    (indirect: See footnote)
    Class A Common Stock (2,886,917 underlying)
    2,886,917
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

1 file
  • 4
    wk-form4_1763678302.xmlPrimary

    FORM 4