Hacker Severin 4
4 · Duolingo, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Duolingo CTO Hacker Severin Exercises PSUs, Withholds 30,594 Shares
What Happened
- Hacker Severin, CTO and a reported ~10% owner of Duolingo (DUOL), exercised/converted 60,000 performance-based restricted stock units (PSUs) on Feb 17, 2026. The exercise/conversion entries show 60,000 shares acquired and 60,000 shares disposed at $0.00 (derivative conversion/exercise).
- To satisfy tax withholding obligations, 30,594 of the shares were surrendered/withheld at $112.57 per share, generating proceeds/value of $3,443,967 (reported as a "Payment of exercise price or tax liability" (F) transaction).
Key Details
- Transaction date: 2026-02-17. Form filed: 2026-02-20 (appears to be filed one business day after the 2‑business‑day Form 4 deadline).
- Primary codes: M = exercise/conversion of derivative (PSU conversion), F = payment of exercise price / tax withholding (shares withheld).
- Shares involved: 60,000 PSUs converted; 30,594 shares withheld to pay taxes at $112.57/share (withholding value $3,443,967).
- Shares owned after transaction: not included in the provided excerpt.
- Footnotes: PSUs vest only after both service and performance conditions (F1, F2); vested PSUs settle into Class B common stock, which is convertible into Class A (F3); some shares are held via SBH Trust for which the Reporting Person is trustee (F4).
Context
- These entries reflect a derivative/award settlement (PSUs) and routine tax withholding, not an open‑market sale or purchase. The withholding of shares to cover taxes is common on vesting and is not necessarily a bearish signal.
- For retail investors: this is an executive/10% owner PSU vesting and tax-withholding event (more informative than a gift but not a directional market bet).
Insider Transaction Report
Form 4
Duolingo, Inc.DUOL
Hacker Severin
DirectorChief Tech Officer, Co-Founder10% Owner
Transactions
- Exercise/Conversion
Performance-Based Restricted Stock Units
[F1][F2]2026-02-17−60,000→ 270,000 totalExp: 2031-06-21→ Class B Common Stock (60,000 underlying) - Exercise/Conversion
Class B Common Stock
[F3]2026-02-17+60,000→ 207,787 total→ Class A Common Stock (60,000 underlying) - Tax Payment
Class B Common Stock
[F3]2026-02-17$112.57/sh−30,594$3,443,967→ 177,193 total→ Class A Common Stock (30,594 underlying)
Holdings
- 2,836,917(indirect: See footnote)
Class B Common Stock
[F3][F4]→ Class A Common Stock (2,836,917 underlying)
Footnotes (4)
- [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]Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.
Signature
/s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker|2026-02-19