Form 4: Duolingo CTO Hacker Reports Stock Transactions

Duolingo CTO Severin Hacker reported multiple transactions involving Class A and Class B common stock, including PSU vesting, option exercise, and tax-related dispositions.

Summary

• Severin Hacker, Duolingo, Inc.'s (DUOL) Chief Technology Officer, Co-Founder, Director, and 10% Owner, reported several transactions in Class A and Class B Common Stock.
• On December 1, 2025, 60,000 Performance-Based Restricted Stock Units (PSUs) vested, leading to the acquisition of 60,000 shares of Class B Common Stock at a price of $0.
• Also on December 1, 2025, 31,770 shares of Class B Common Stock were disposed of at $185.45 per share, likely for tax withholding related to the PSU vesting.
• An additional 72 shares of Class A Common Stock were disposed of on December 1, 2025.
• On December 3, 2025, 5,252 stock options with an exercise price of $38.08 were exercised, resulting in the acquisition of 5,252 shares of Class B Common Stock.
• Following these transactions, Mr. Hacker directly beneficially owns 147,787 shares of Class B Common Stock and 330,000 Performance-Based Restricted Stock Units.
• Mr. Hacker also indirectly beneficially owns 2,886,917 shares of Class A Common Stock through the SBH Trust dated March 10, 2020, for which he serves as Trustee.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to compensation, such as PSU vesting and option exercise, along with associated tax-related dispositions. These are standard events and do not inherently indicate a positive or negative sentiment regarding the company's future prospects.

Positives

• The vesting of 60,000 Performance-Based Restricted Stock Units (PSUs) indicates the satisfaction of both service-based and performance-based conditions, reflecting positively on the company's stock performance and the executive's continued tenure.
• The exercise of 5,252 stock options at a strike price of $38.08 suggests the current market price is significantly higher, allowing the executive to realize value from their equity compensation.

Negatives

• Disposition of 31,770 shares of Class B Common Stock at $185.45 per share, likely for tax withholding purposes, reduces the executive's direct beneficial ownership.
• Disposition of 72 shares of Class A Common Stock also reduces direct beneficial ownership.

Risks

• The Performance-Based Restricted Stock Units (PSUs) are contingent on both service-based and performance-based conditions, including the Issuer's Class A common stock achieving certain stock price hurdles over a ten-year period. Failure to meet these performance conditions could result in the forfeiture of the PSUs.

Future Outlook

Performance-Based Restricted Stock Units (PSUs) have future vesting conditions tied to Duolingo's Class A common stock achieving certain stock price hurdles over a ten-year period. Vested PSUs will be settled by the issuance of Class B Common Stock on the first anniversary of vesting.

Industry Context

This Form 4 filing reports routine insider transactions related to executive compensation, which is a standard disclosure practice across all publicly traded companies and does not provide specific industry-wide context or trends.

Related Party Transactions

• Severin Hacker indirectly beneficially owns 2,886,917 shares of Class A Common Stock through the SBH Trust dated March 10, 2020, of which he is the Trustee.

Stakeholder Impact

• Shareholders: Minimal impact, as these are routine insider compensation-related transactions and do not suggest a significant change in company strategy or financial health.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this filing.

Next Steps

• Continued vesting of Performance-Based Restricted Stock Units (PSUs) based on the satisfaction of service and performance conditions.
• Future settlement of vested PSUs by the issuance of Class B Common Stock on the first anniversary of their vesting.

Key Dates

Keywords

Duolingo, DUOL, Severin Hacker, CTO, Insider Trading, Form 4, Beneficial Ownership, Stock Options, Restricted Stock Units, PSUs, Equity Compensation