von Ahn Luis 4

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.