4//SEC Filing
Hacker Severin 4
Accession 0001628280-25-055183
CIK 0001562088other
Filed
Dec 2, 7:00 PM ET
Accepted
Dec 3, 7:34 PM ET
Size
17.3 KB
Accession
0001628280-25-055183
Insider Transaction Report
Form 4
Duolingo, Inc.DUOL
Hacker Severin
DirectorChief Tech Officer, Co-Founder10% Owner
Transactions
- Exercise/Conversion
Performance-Based Restricted Stock Units
2025-12-01−60,000→ 330,000 totalExp: 2031-06-21→ Class B Common Stock (60,000 underlying) - Exercise/Conversion
Class B Common Stock
2025-12-01+60,000→ 174,305 total→ Class A Common Stock (60,000 underlying) - Tax Payment
Class B Common Stock
2025-12-01$185.45/sh−31,770$5,891,747→ 142,535 total→ Class A Common Stock (31,770 underlying) - Exercise/Conversion
Stock Option (Right to Buy)
2025-12-03−5,252→ 0 totalExercise: $38.08Exp: 2030-12-02→ Class B Common Stock (5,252 underlying) - Exercise/Conversion
Class B Common Stock
2025-12-03$38.08/sh+5,252$199,996→ 147,787 total→ Class A Common Stock (5,252 underlying)
Holdings
- 72
Class A Common Stock
- 2,886,917(indirect: See footnote)
Class B Common Stock
→ Class A Common Stock (2,886,917 underlying)
Footnotes (5)
- [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]The shares subject to the option are fully vested and exercisable.
- [F5]Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.
Documents
Issuer
Duolingo, Inc.
CIK 0001562088
Entity typeother
Related Parties
1- filerCIK 0001870272
Filing Metadata
- Form type
- 4
- Filed
- Dec 2, 7:00 PM ET
- Accepted
- Dec 3, 7:34 PM ET
- Size
- 17.3 KB