Hacker Severin - 17 Feb 2026 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
Chief Tech Officer, Co-Founder, Director, 10%+ Owner
Signature
/s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker
Issuer symbol
DUOL
Transactions as of
17 Feb 2026
Net transactions value
-$3,443,967
Form type
4
Filing time
20 Feb 2026, 06:01:27 UTC
Previous filing
09 Dec 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Hacker Severin Chief Tech Officer, Co-Founder, Director, 10%+ Owner C/O DUOLINGO, INC., 5900 PENN AVENUE, PITTSBURGH /s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker 19 Feb 2026 0001870272

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DUOL Performance-Based Restricted Stock Units Options Exercise $0 -60,000 -18% $0.000000 270,000 17 Feb 2026 Class B Common Stock 60,000 Direct F1, F2
transaction DUOL Class B Common Stock Options Exercise $0 +60,000 +41% $0.000000 207,787 17 Feb 2026 Class A Common Stock 60,000 Direct F3
transaction DUOL Class B Common Stock Tax liability $3,443,967 -30,594 -15% $112.57 177,193 17 Feb 2026 Class A Common Stock 30,594 Direct F3
holding DUOL Class B Common Stock 2,836,917 17 Feb 2026 Class A Common Stock 2,836,917 See footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.