DUOL.NASDAQDuolingo, INC

SCHEDULE 13G/A: Duolingo Co-Founder Severin Hacker Discloses 7.6% Beneficial Ownership Stake

Sentiment:

Beneficial Ownership Disclosure


Duolingo, Inc. co-founder and CTO Severin Hacker has filed an amended Schedule 13G, disclosing a beneficial ownership of 7.6% of the company's Class A common stock as of March 31, 2025.

Summary

  • Severin Hacker, a co-founder and the Chief Technology Officer (CTO) of Duolingo, Inc., has filed an Amendment No. 3 to Schedule 13G.
  • The filing indicates that Mr. Hacker beneficially owns 3,198,316 shares of Duolingo's Class A common stock.
  • This ownership represents 7.6% of the total Class A common stock outstanding.
  • The beneficial ownership includes 72 shares of Class A common stock held directly, 86,075 shares underlying Class B common stock held directly, 165,252 shares underlying stock options exercisable prior to May 30, 2025, and 2,946,917 shares underlying Class B common stock held by SBH Trust.
  • The calculation of the percentage is based on 39,044,190 shares of Class A Common Stock outstanding as of February 26, 2025, as reported in Duolingo's Annual Report on Form 10-K filed on February 28, 2025.
  • Mr. Hacker holds sole voting and sole dispositive power over all 3,198,316 shares.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, which is neutral in sentiment. The continued significant stake by a co-founder is generally viewed positively by investors, but the document itself is purely informational.

Positives

  • The disclosure confirms a significant and continued ownership stake by a co-founder and key executive, Severin Hacker, which can signal strong alignment with shareholder interests and confidence in the company's future.

Negatives

  • This filing is a routine disclosure of beneficial ownership and does not inherently contain negative financial or operational information.

Risks

  • This document is a beneficial ownership disclosure and does not detail specific risks to the company's operations or financial performance.

Future Outlook

This document is a beneficial ownership disclosure and does not contain forward-looking statements or guidance regarding Duolingo's future performance or outlook.

Industry Context

This filing is a standard regulatory disclosure of a significant ownership stake by a company insider and does not provide broader industry context or trends.

Stakeholder Impact

  • Shareholders: Provides transparency regarding the ownership structure and the significant stake held by a co-founder and key executive, which can influence investor confidence.
  • Management: Confirms the continued substantial personal investment of a co-founder in the company's equity.

Key Dates

DateDescription
2025-02-26Date as of which 39,044,190 shares of Class A Common Stock were outstanding, as reported in the Issuer's Form 10-K.
2025-02-28Date Duolingo, Inc. filed its Annual Report on Form 10-K with the SEC.
2025-03-31Date of event which requires the filing of this Schedule 13G amendment.
2025-04-17Date the Schedule 13G Amendment No. 3 was signed by Severin Hacker.
2025-05-30Deadline for exercising 165,252 shares of Class A Common Stock underlying stock options held by Severin Hacker.

Keywords

Duolingo, Severin Hacker, Beneficial Ownership, Schedule 13G, Class A Common Stock, SEC Filing, Ownership Stake, DUOL

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