Form 4: Duolingo Co-Founder Severin Hacker Gifts 60,000 Class A Shares Following Conversion

Duolingo's Chief Technology Officer and Co-Founder, Severin Hacker, converted 60,000 Class B shares to Class A shares and subsequently gifted them, as disclosed in a recent SEC Form 4 filing.

Summary

• Severin Hacker, Duolingo's Chief Technology Officer, Co-Founder, Director, and 10% Owner, reported transactions on June 6, 2025.
• Hacker, through the SBH Trust dated March 10, 2020, converted 60,000 shares of Class B Common Stock into 60,000 shares of Class A Common Stock.
• Immediately following the conversion, the 60,000 Class A Common Stock shares, held indirectly by the SBH Trust, were disposed of via a gift.
• The transactions resulted in the indirect beneficial ownership of 0 Class A shares from this specific transaction, while direct ownership of Class A Common Stock remains at 72 shares.
• Post-transaction, indirect beneficial ownership of Class B Common Stock through the SBH Trust is 2,896,917 shares, and direct ownership of Class B Common Stock is 86,075 shares.
• Each Class B share is convertible into one Class A share at any time at the option of the reporting person and has no expiration date, with automatic conversion conditions tied to certain transfers, the aggregate number of Class B shares outstanding falling below 5% of total common stock, or the death of the reporting person.

Sentiment

Score: 5

Explanation: The document reports a routine insider transaction (conversion and gift of shares) which is generally neutral in terms of company performance or outlook. It reflects personal financial planning rather than a change in company fundamentals.

Negatives

• The gift of 60,000 Class A shares reduces the beneficial ownership of a key insider, which could be perceived as a minor negative by some investors, although it is often for personal financial planning.

Industry Context

This Form 4 filing details an insider transaction, which is a routine disclosure for publicly traded companies. It does not provide information on broader industry trends or competitive landscape.

Related Party Transactions

• The gift of shares from the SBH Trust (of which Severin Hacker is Trustee) to an unspecified recipient could be considered a related party transaction depending on the relationship with the recipient.

Stakeholder Impact

• Shareholders: Minimal direct impact, as it's a personal transaction by an insider and does not reflect operational performance or strategic shifts. It slightly reduces the insider's beneficial ownership.
• Employees, Customers, Suppliers, Creditors: No direct impact from this specific insider transaction.

Key Dates

Keywords

Duolingo, DUOL, Severin Hacker, Insider Transaction, Form 4, Stock Gift, Share Conversion, Class A Common Stock, Class B Common Stock, Beneficial Ownership