von Ahn Luis 4

What Happened

• Luis von Ahn, Duolingo's CEO and a 10% owner, converted 120,000 performance-based restricted stock units (PSUs) into Class B common stock on 2026-05-27. The conversion is reported as the exercise/conversion of a derivative (code M) with an acquisition of 120,000 shares at $0.00 (PSUs convert to shares, no cash exercise).
• To satisfy tax withholding obligations, 54,875 of those shares were withheld/disposed (code F) at $107.82 per share, totaling $5,916,623.

Key Details

• Transaction date: 2026-05-27; Form 4 filed 2026-05-29 (filed within the normal two-business-day window).
• Conversion: 120,000 PSUs converted into 120,000 Class B shares (reported as M: disposed derivative / acquired shares).
• Tax withholding: 54,875 shares withheld (F) at $107.82 each; total value withheld $5,916,623.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Relevant footnotes:
  • F1/F2: These were performance-based RSUs (PSUs) that vest based on service and stock-price performance; PSUs represent contingent rights to one Class B share and vest over time (25% each anniversary of IPO service condition) and subject to performance hurdles and acceleration provisions.
  • F3: Class B shares convert into Class A shares at the holder’s option and automatically on certain events (transfers, dropping below 5% of total common stock, or death).
• Transaction codes: M = exercise/conversion of derivative; F = shares withheld to pay tax liability.

Context

• This was not an open-market buy or sell signaling a cash purchase or liquidity sale; it was the settlement of performance awards (PSUs) and the routine withholding of shares to cover taxes.
• For retail investors, conversions/settlements of RSUs/PSUs are typically administrative (compensation-related) rather than direct market sentiment by the insider.