Hacker Severin 4

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).