Severin Hacker - 20 Oct 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
22 Oct 2025, 20:16:42 UTC
Prior SEC filing
07 Oct 2025
Next SEC filing
06 Nov 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 22 Oct 2025.

Key facts

  • This page summarizes Severin Hacker's Form 4 filing for Duolingo, Inc. (DUOL).
  • 22 reported transactions and 7 derivative rows are listed below.
  • Accepted by SEC: 22 Oct 2025, 20:16.

Change

  • Previous filing in this sequence was filed on 07 Oct 2025.
  • Current net transaction value: -$12,701,830.

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
22 Oct 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
20 Oct 2025
Ownership
Direct
DUOL transaction

Class A Common Stock

Sale

Transaction value
$30,586
Shares
-100
Change %
-0.99%
Price
$305.86
Shares after
9,972
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1
DUOL transaction

Class A Common Stock

Sale

Transaction value
$184,532
Shares
-600
Change %
-6%
Price
$307.55
Shares after
9,372
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1, F2
DUOL transaction

Class A Common Stock

Sale

Transaction value
$154,532
Shares
-500
Change %
-5.3%
Price
$309.06
Shares after
8,872
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1, F3
DUOL transaction

Class A Common Stock

Sale

Transaction value
$195,882
Shares
-632
Change %
-7.1%
Price
$309.94
Shares after
8,240
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1, F4
DUOL transaction

Class A Common Stock

Sale

Transaction value
$311,428
Shares
-1,000
Change %
-12%
Price
$311.43
Shares after
7,240
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1, F5
DUOL transaction

Class A Common Stock

Sale

Transaction value
$400,152
Shares
-1,281
Change %
-18%
Price
$312.37
Shares after
5,959
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1, F6
DUOL transaction

Class A Common Stock

Sale

Transaction value
$156,967
Shares
-500
Change %
-8.4%
Price
$313.93
Shares after
5,459
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1, F7
DUOL transaction

Class A Common Stock

Sale

Transaction value
$347,365
Shares
-1,100
Change %
-20%
Price
$315.79
Shares after
4,359
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1, F8
DUOL transaction

Class A Common Stock

Sale

Transaction value
$506,617
Shares
-1,600
Change %
-37%
Price
$316.64
Shares after
2,759
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1, F9
DUOL transaction

Class A Common Stock

Sale

Transaction value
$216,025
Shares
-680
Change %
-25%
Price
$317.68
Shares after
2,079
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1, F10
DUOL transaction

Class A Common Stock

Sale

Transaction value
$289,085
Shares
-907
Change %
-44%
Price
$318.73
Shares after
1,172
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1, F11
DUOL transaction

Class A Common Stock

Sale

Transaction value
$95,991
Shares
-300
Change %
-26%
Price
$319.97
Shares after
872
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1, F12
DUOL transaction

Class A Common Stock

Sale

Transaction value
$128,699
Shares
-400
Change %
-46%
Price
$321.75
Shares after
472
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1, F13
DUOL transaction

Class A Common Stock

Sale

Transaction value
$96,927
Shares
-300
Change %
-64%
Price
$323.09
Shares after
172
Date
20 Oct 2025
Ownership
Direct
Footnotes
F1, F14
DUOL transaction

Class A Common Stock

Sale

Transaction value
$32,410
Shares
-100
Change %
-58%
Price
$324.10
Shares after
72
Date
20 Oct 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 %
-28%
Price
$0.000000
Shares after
25,252
Date
20 Oct 2025
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
10,000
Exercise price
$38.08
Footnotes
F15
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
20 Oct 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
10,000
Exercise price
Footnotes
F16
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
20 Oct 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
10,000
Exercise price
Footnotes
F16
DUOL transaction Derivative

Performance-Based Restricted Stock Units

Options Exercise

Transaction value
$0
Shares
-60,000
Change %
-13%
Price
$0.000000
Shares after
390,000
Date
20 Oct 2025
Ownership
Direct
Underlying class
Class B Common Stock
Underlying amount
60,000
Exercise price
Footnotes
F17, F18
DUOL transaction Derivative

Class B Common Stock

Options Exercise

Transaction value
$0
Shares
+60,000
Change %
+70%
Price
$0.000000
Shares after
146,075
Date
20 Oct 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
60,000
Exercise price
Footnotes
F16
DUOL transaction Derivative

Class B Common Stock

Tax liability

Transaction value
$9,935,432
Shares
-31,770
Change %
-22%
Price
$312.73
Shares after
114,305
Date
20 Oct 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
31,770
Exercise price
Footnotes
F16
DUOL holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
2,886,917
Date
20 Oct 2025
Ownership
See footnote
Underlying class
Class A Common Stock
Underlying amount
2,886,917
Exercise price
Footnotes
F16, F19
* 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 19 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 $307.18 to $307.89, 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 $308.61 to $309.24, 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 $309.71 to $310.18, 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 $310.86 to $311.81, 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 $311.94 to $312.65, 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 $313.65 to $314.30, 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 $315.18 to $316.17, 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 $316.22 to $317.19, 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 $317.22 to $318.20, 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 $318.38 to $319.26, 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 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 $319.85 to $320.21, 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 F13

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 $321.32 to $322.19, 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 F14

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 $322.98 to $323.25, 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 F15

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

Footnote F16

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 F17

Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon vesting. The PSUs vest upon the satisfaction of both a service-based condition and a performance-based condition. The service-based condition is satisfied as to 25% of the PSUs on each anniversary of the completion of the Issuer's initial public offering of Class A common stock based on the Reporting Person's continuous service as CTO to the Issuer through the applicable vesting dates, subject to acceleration upon a cessation of service as CTO as a result of death or permanent disability.

Footnote F18

The performance-based condition will be satisfied upon the Issuer's Class A common stock achieving certain stock price hurdles over a period of ten years. Vested PSUs will be settled by the issuance of the underlying Class B Common Stock on the first anniversary of vesting, subject to acceleration upon a termination of employment or a change in control of the Issuer.

Footnote F19

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

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