von Ahn Luis 4
4 · Duolingo, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Duolingo Founder Luis von Ahn Receives PSUs; 53,640 Shares Withheld
What Happened
- Luis von Ahn, Duolingo founder and CEO and a 10% owner, had 120,000 performance-based restricted stock units (PSUs) convert into underlying shares on Feb 17, 2026 (exercise/conversion reported as code M, acquisition at $0.00 per share). To satisfy tax withholding obligations (code F), 53,640 of those shares were surrendered/withheld at an implied value of $112.57 per share, totaling $6,038,255.
- The filings show both the acquisition/settlement of 120,000 derivative awards and the disposal/withholding of shares to cover tax liability; the PSU conversion itself carried no exercise price to von Ahn.
Key Details
- Transaction date: 2026-02-17; Form 4 filed 2026-02-20 (reporting period 2026-02-17).
- Shares acquired (from derivative vesting/conversion): 120,000 @ $0.00 (code M).
- Shares disposed/withheld for taxes: 53,640 @ $112.57 = $6,038,255 (code F).
- Shares owned after transaction: not specified in the excerpt provided.
- Insider status: Luis von Ahn is a 10% owner (significant holder).
- Footnotes: PSUs are performance- and service-based; vested PSUs are settled by issuance of Class B Common Stock (each PSU = right to one Class B share). Class B shares are convertible into Class A common stock and may convert on transfers or other triggering events.
Context
- This appears to be a standard PSU vesting and tax-withholding transaction rather than an open-market buy or sell. The M codes reflect conversion/settlement of derivative awards; the F code indicates shares were surrendered to cover tax liabilities (common practice on vesting).
- For retail investors: tax-withholding disposals do not necessarily signal a change in insider conviction; they are a routine step when equity awards vest. The PSUs are subject to performance and service conditions per the provided footnotes.
Insider Transaction Report
Form 4
Duolingo, Inc.DUOL
von Ahn Luis
DirectorPresident & CEO, Co-Founder10% Owner
Transactions
- Exercise/Conversion
Performance-Based Restricted Stock Units
[F1][F2]2026-02-17−120,000→ 540,000 totalExp: 2031-06-21→ Class B Common Stock (120,000 underlying) - Exercise/Conversion
Class B Common Stock
[F3]2026-02-17+120,000→ 3,406,635 total→ Class A Common Stock (120,000 underlying) - Tax Payment
Class B Common Stock
[F3]2026-02-17$112.57/sh−53,640$6,038,255→ 3,352,995 total→ Class A Common Stock (53,640 underlying)
Footnotes (3)
- [F1]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.
- [F2]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 CEO to the Issuer through the applicable vesting dates, subject to acceleration upon a cessation of service as CEO as a result of death or permanent disability.
- [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.
Signature
/s/ Stephen Chen, as Attorney-in-Fact for Luis von Ahn|2026-02-19