DUOL insider Severin Hacker files Form 4 for 10,000-share option

Q: What insider transaction did Duolingo (DUOL) CTO Severin Hacker report?

Severin Hacker reported exercising a stock option for 10,000 shares of Class B Common Stock at an exercise price of $38.08 per share and related sales of Class A Common Stock on 11/19/2025 .

Q: Were Severin Hacker19s Duolingo (DUOL) stock sales under a Rule 10b5-1 plan?

Yes. The filing states the sales were made under a Rule 10b5-1 trading plan that Severin Hacker adopted on September 11, 2024 .

Q: What is the relationship of Severin Hacker to Duolingo (DUOL)?

Severin Hacker is a Director , 10% Owner , and Chief Tech Officer, Co-Founder of Duolingo, Inc., as indicated in the filing.

Q: How are Duolingo (DUOL) Class B shares treated in this Form 4?

The filing notes that each share of Class B Common Stock is convertible at any time at the holder19s option into one share of Class A Common Stock and will automatically convert upon certain events described in the company19s amended and restated certificate of incorporation.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) CTO and Co-Founder Severin Hacker, who is also a director and 10% owner, reported insider transactions dated 11/19/2025 on a Form 4. He exercised a stock option for 10,000 shares of Class B Common Stock at an exercise price of $38.08 per share, which are convertible into Class A Common Stock.

On the same date, he sold multiple blocks of Class A Common Stock, including 1,146 shares at a weighted average price of $169.5673 and additional sales at weighted average prices up to $176.6814, all under a Rule 10b5-1 trading plan adopted on September 11, 2024. After these transactions, he beneficially owned 72 shares of Class A Common Stock directly and 2,886,917 shares of Class A Common Stock indirectly through SBH Trust dated March 10, 2020.

Insider Trade Summary

Net Seller: 10,000 shares ($1,727,441)

Net Sell 13 txns

Insider Hacker Severin

Role Chief Tech Officer, Co-Founder

Sold 10,000 shs ($1.73M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	10,000	$0.00	--
Conversion	Class B Common Stock	10,000	$0.00	--
Conversion	Class B Common Stock	10,000	$0.00	--
Conversion	Class A Common Stock	10,000	$38.08	$381K
Sale	Class A Common Stock	1,146	$169.5673	$194K
Sale	Class A Common Stock	1,000	$170.5488	$171K
Sale	Class A Common Stock	2,009	$171.4955	$345K
Sale	Class A Common Stock	1,281	$172.3897	$221K
Sale	Class A Common Stock	760	$173.7445	$132K
Sale	Class A Common Stock	3,089	$174.6074	$539K
Sale	Class A Common Stock	435	$175.4566	$76K
Sale	Class A Common Stock	280	$176.6814	$49K
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 5,252 shares (Direct); Class B Common Stock — 124,305 shares (Direct); Class A Common Stock — 10,072 shares (Direct); Class B Common Stock — 2,886,917 shares (Indirect, See footnote)

Footnotes (1)

The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. 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 $168.98 to $169.90, 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. 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 $169.99 to $170.98, 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. 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 $171.00 to $171.97, 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. 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 $172.01 to $172.90, 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. 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 $173.12 to $174.11, 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. 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 $174.14 to $175.13, 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. 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 $175.14 to $176.11, 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. 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 $176.37 to $176.90, 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. The shares subject to the option are fully vested and exercisable. 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. Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.

Form 4 Insider Transactions: What Each Field Means →

11/20/2025 - 05:38 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hacker Severin

(Last)

(First)

(Middle)

C/O DUOLINGO, INC.

5900 PENN AVENUE

(Street)

PITTSBURGH

15206

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Tech Officer, Co-Founder

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/19/2025		C		10,000	A	$38.08	10,072	D
Class A Common Stock	11/19/2025		S⁽¹⁾		1,146	D	$169.5673⁽²⁾	8,926	D
Class A Common Stock	11/19/2025		S⁽¹⁾		1,000	D	$170.5488⁽³⁾	7,926	D
Class A Common Stock	11/19/2025		S⁽¹⁾		2,009	D	$171.4955⁽⁴⁾	5,917	D
Class A Common Stock	11/19/2025		S⁽¹⁾		1,281	D	$172.3897⁽⁵⁾	4,636	D
Class A Common Stock	11/19/2025		S⁽¹⁾		760	D	$173.7445⁽⁶⁾	3,876	D
Class A Common Stock	11/19/2025		S⁽¹⁾		3,089	D	$174.6074⁽⁷⁾	787	D
Class A Common Stock	11/19/2025		S⁽¹⁾		435	D	$175.4566⁽⁸⁾	352	D
Class A Common Stock	11/19/2025		S⁽¹⁾		280	D	$176.6814⁽⁹⁾	72	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$38.08	11/19/2025		M			10,000	⁽¹⁰⁾	12/02/2030	Class B Common Stock	10,000	$0	5,252	D
Class B Common Stock	⁽¹¹⁾	11/19/2025		C		10,000		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	10,000	$0	124,305	D
Class B Common Stock	⁽¹¹⁾	11/19/2025		C			10,000	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	10,000	$0	114,305	D
Class B Common Stock	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	2,886,917		2,886,917	I	See footnote⁽¹²⁾

Explanation of Responses:

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

2. 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 $168.98 to $169.90, 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.

3. 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 $169.99 to $170.98, 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.

4. 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 $171.00 to $171.97, 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.

5. 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 $172.01 to $172.90, 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.

6. 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 $173.12 to $174.11, 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.

7. 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 $174.14 to $175.13, 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.

8. 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 $175.14 to $176.11, 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.

9. 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 $176.37 to $176.90, 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.

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

11. 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.

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

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker	11/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Duolingo (DUOL) CTO Severin Hacker report?

Severin Hacker reported exercising a stock option for 10,000 shares of Class B Common Stock at an exercise price of $38.08 per share and related sales of Class A Common Stock on 11/19/2025.

Were Severin Hacker19s Duolingo (DUOL) stock sales under a Rule 10b5-1 plan?

Yes. The filing states the sales were made under a Rule 10b5-1 trading plan that Severin Hacker adopted on September 11, 2024.

At what prices did Severin Hacker sell Duolingo (DUOL) Class A shares?

The Class A shares were sold in multiple transactions at weighted average prices, including $169.5673, $170.5488, $171.4955, $172.3897, $173.7445, $174.6074, $175.4566, and $176.6814 per share.

How many Duolingo (DUOL) shares does Severin Hacker beneficially own after these transactions?

After the reported transactions, Severin Hacker beneficially owned 72 shares of Class A Common Stock directly and 2,886,917 shares of Class A Common Stock indirectly through SBH Trust dated March 10, 2020.

What is the relationship of Severin Hacker to Duolingo (DUOL)?

Severin Hacker is a Director, 10% Owner, and Chief Tech Officer, Co-Founder of Duolingo, Inc., as indicated in the filing.

How are Duolingo (DUOL) Class B shares treated in this Form 4?

The filing notes that each share of Class B Common Stock is convertible at any time at the holder19s option into one share of Class A Common Stock and will automatically convert upon certain events described in the company19s amended and restated certificate of incorporation.