Hacker Severin 4
4 · Duolingo, Inc. · Filed May 29, 2026
Research Summary
AI-generated summary of this filing
Duolingo CTO Severin Hacker Exercises PSUs; Withholds 31,920 Shares
What Happened Severin Hacker, Duolingo's CTO and a reported 10% owner, reported the conversion/exercise of performance-based restricted stock units (PSUs) on May 27, 2026. The Form 4 shows two derivative (M) entries for 60,000 shares each at $0.00 (one acquired, one disposed as part of the conversion mechanics), and a tax-withholding/payment (F) entry where 31,920 shares were surrendered/ disposed at $107.82 per share to cover tax liabilities, totaling $3,441,614. This was not an open-market sale of newly purchased shares but a withholding/surrender to satisfy taxes associated with the PSU vesting/conversion.
Key Details
- Transaction date: 2026-05-27; Form 4 filed: 2026-05-29 (filed within the typical 2-business-day Form 4 window).
- Derivative exercise/conversion: 60,000 shares (code M) acquired at $0.00; a corresponding 60,000 shares (code M) also recorded as disposed at $0.00 (conversion mechanics).
- Tax withholding/payment: 31,920 shares (code F) disposed at $107.82 per share for $3,441,614.
- Shares owned after transaction: not specified in the provided data (not disclosed in summary).
- Footnotes: these were PSUs that vest subject to service and performance conditions and convert to Class B common stock; Class B shares are convertible to Class A stock under specified conditions. Reporting person is Trustee of the SBH Trust (per filing).
Context
- These were PSUs converting to common stock upon vesting; the 31,920-share disposal represents share withholding/surrender to satisfy tax obligations rather than a market sale (common when awards vest).
- Transaction codes: M = exercise/conversion of derivative, F = payment of exercise price or tax liability.
- As a 10% owner and officer (CTO), Hacker’s transactions are reported on Form 4 and tracked by investors, but tax-withholdings on vested awards are routine and do not necessarily indicate a change in sentiment.
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]2026-05-27−60,000→ 210,000 totalExp: 2031-06-21→ Class B Common Stock (60,000 underlying) - Exercise/Conversion
Class B Common Stock
[F3]2026-05-27+60,000→ 237,193 total→ Class A Common Stock (60,000 underlying) - Tax Payment
Class B Common Stock
[F3]2026-05-27$107.82/sh−31,920$3,441,614→ 205,273 total→ Class A Common Stock (31,920 underlying)
Holdings
- 72
Class A Common Stock
- 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|2026-05-29