Form 4: Duolingo CTO Hacker Converts, Gifts Shares

Duolingo Co-Founder and CTO Severin Hacker converted 50,000 Class B shares to Class A and subsequently gifted 50,000 Class A shares.

Summary

• Severin Hacker, Duolingo's Chief Technology Officer, Co-Founder, Director, and 10% Owner, reported transactions on December 8, 2025.
• Hacker converted 50,000 shares of Class B Common Stock into 50,000 shares of Class A Common Stock.
• Immediately following the conversion, Hacker disposed of 50,000 shares of Class A Common Stock through a gift.
• The transactions were reported with a price of $0, indicating a conversion and a gift rather than a sale.
• Following these reported transactions, Hacker directly holds 72 shares of Class A Common Stock.
• Hacker indirectly holds 2,836,917 shares of Class B Common Stock through the SBH Trust dated March 10, 2020.
• Hacker also directly holds 147,787 shares of Class B Common Stock.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions (conversion and gift) which are generally neutral in sentiment. While a gift reduces direct ownership, it's often for personal financial planning and not indicative of company performance or insider sentiment about the stock's future.

Positives

• The conversion of Class B to Class A shares demonstrates the standard fungibility of the company's dual-class stock structure.
• The gift of shares may indicate philanthropic activity or strategic estate planning by a key executive.

Negatives

• A reduction in direct Class A common stock ownership by a co-founder and CTO, even through a gift, could be viewed by some investors as a slight decrease in direct insider alignment, though it's a small portion of total holdings.

Risks

• The filing itself does not detail company-specific risks, but rather an insider transaction. A reduction in direct insider ownership, even through a gift, can sometimes be misinterpreted by the market if not clearly understood as part of a broader strategy (e.g., estate planning).

Future Outlook

This Form 4 filing reports past insider transactions and does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

Insider transactions, including conversions and gifts of shares, are common occurrences in publicly traded companies. Such filings provide transparency into the holdings and activities of key executives and directors, which can be a factor in investor sentiment, though a gift of this nature is typically not indicative of operational performance.

Related Party Transactions

• The disposition of 50,000 Class A Common Stock shares was a gift, which could potentially be to a related party, though the recipient is not specified in the filing.

Stakeholder Impact

• Shareholders: A minor reduction in direct Class A common stock ownership by a co-founder, though the overall beneficial ownership remains substantial through Class B shares held directly and indirectly. This type of transaction is generally not expected to have a significant impact on the company's operations or strategic direction.

Key Dates

Keywords

Duolingo, DUOL, Severin Hacker, insider transaction, Form 4, stock conversion, share gift, Class A Common Stock, Class B Common Stock