Severin Hacker - 05 Jun 2025 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
09 Jun 2025, 17:17:39 UTC
Prior SEC filing
20 May 2025
Next SEC filing
10 Jun 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker

Key filing fact

Severin Hacker filed Form 4 for Duolingo, Inc. (DUOL) on 09 Jun 2025.

Key facts

  • This page summarizes Severin Hacker's Form 4 filing for Duolingo, Inc. (DUOL).
  • 16 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 09 Jun 2025, 17:17.

Change

  • Previous filing in this sequence was filed on 20 May 2025.
  • Current net transaction value: -$4,870,239.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001870272 Primary reporting owner

Hacker Severin

Relationship
Chief Tech Officer, Co-Founder, Director, 10%+ Owner
Address
C/O DUOLINGO, INC., 5900 PENN AVENUE, PITTSBURGH
Signature
/s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker
Signature date
06 Jun 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DUOL transaction

Class A Common Stock

Conversion of derivative security

Transaction value
$380,800
Shares
+10,000
Change %
+13889%
Price
$38.08
Shares after
10,072
Date
05 Jun 2025
Ownership
Direct
DUOL transaction

Class A Common Stock

Sale

Transaction value
$155,746
Shares
-300
Change %
-3%
Price
$519.15
Shares after
9,772
Date
05 Jun 2025
Ownership
Direct
Footnotes
F1, F2
DUOL transaction

Class A Common Stock

Sale

Transaction value
$104,010
Shares
-200
Change %
-2%
Price
$520.05
Shares after
9,572
Date
05 Jun 2025
Ownership
Direct
Footnotes
F1
DUOL transaction

Class A Common Stock

Sale

Transaction value
$260,802
Shares
-500
Change %
-5.2%
Price
$521.60
Shares after
9,072
Date
05 Jun 2025
Ownership
Direct
Footnotes
F1, F3
DUOL transaction

Class A Common Stock

Sale

Transaction value
$520,678
Shares
-996
Change %
-11%
Price
$522.77
Shares after
8,076
Date
05 Jun 2025
Ownership
Direct
Footnotes
F1, F4
DUOL transaction

Class A Common Stock

Sale

Transaction value
$1,468,687
Shares
-2,804
Change %
-35%
Price
$523.78
Shares after
5,272
Date
05 Jun 2025
Ownership
Direct
Footnotes
F1, F5
DUOL transaction

Class A Common Stock

Sale

Transaction value
$629,903
Shares
-1,200
Change %
-23%
Price
$524.92
Shares after
4,072
Date
05 Jun 2025
Ownership
Direct
Footnotes
F1, F6
DUOL transaction

Class A Common Stock

Sale

Transaction value
$262,977
Shares
-500
Change %
-12%
Price
$525.95
Shares after
3,572
Date
05 Jun 2025
Ownership
Direct
Footnotes
F1, F7
DUOL transaction

Class A Common Stock

Sale

Transaction value
$737,604
Shares
-1,400
Change %
-39%
Price
$526.86
Shares after
2,172
Date
05 Jun 2025
Ownership
Direct
Footnotes
F1, F8
DUOL transaction

Class A Common Stock

Sale

Transaction value
$475,067
Shares
-900
Change %
-41%
Price
$527.85
Shares after
1,272
Date
05 Jun 2025
Ownership
Direct
Footnotes
F1, F9
DUOL transaction

Class A Common Stock

Sale

Transaction value
$317,407
Shares
-600
Change %
-47%
Price
$529.01
Shares after
672
Date
05 Jun 2025
Ownership
Direct
Footnotes
F1, F10
DUOL transaction

Class A Common Stock

Sale

Transaction value
$265,046
Shares
-500
Change %
-74%
Price
$530.09
Shares after
172
Date
05 Jun 2025
Ownership
Direct
Footnotes
F1, F11
DUOL transaction

Class A Common Stock

Sale

Transaction value
$53,112
Shares
-100
Change %
-58%
Price
$531.12
Shares after
72
Date
05 Jun 2025
Ownership
Direct
Footnotes
F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DUOL transaction Derivative

Stock Option (Right to Buy)

Options Exercise

Transaction value
$0
Shares
-10,000
Change %
-8%
Price
$0.000000
Shares after
115,252
Date
05 Jun 2025
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
10,000
Exercise price
$38.08
Footnotes
F12
DUOL transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
+10,000
Change %
+12%
Price
$0.000000
Shares after
96,075
Date
05 Jun 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
10,000
Exercise price
Footnotes
F13
DUOL transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
-10,000
Change %
-10%
Price
$0.000000
Shares after
86,075
Date
05 Jun 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
10,000
Exercise price
Footnotes
F13
DUOL holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
2,956,917
Date
05 Jun 2025
Ownership
See footnote
Underlying class
Class A Common Stock
Underlying amount
2,956,917
Exercise price
Footnotes
F13, F14
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 14 footnotes

Footnote F1

The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024.

Footnote F2

The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $518.92 to $519.78, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Footnote F3

The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $521.22 to $522.14, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Footnote F4

The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $522.31 to $523.28, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Footnote F5

The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $523.405 to $524.34, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Footnote F6

The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $524.50 to $525.44, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Footnote F7

The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $525.53 to $526.41, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Footnote F8

The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $526.53 to $527.21, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Footnote F9

The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $527.53 to $528.19, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Footnote F10

The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $528.67 to $529.25, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Footnote F11

The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $529.92 to $530.55, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Footnote F12

The shares subject to the option are fully vested and exercisable.

Footnote F13

Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers further described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, and (iii) the death of the Reporting Person.

Footnote F14

Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.

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