Hacker Severin 4

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.