Form 4 for DUOL Duolingo, Inc.
Accepted 2025-10-22 00:00:00 ET · period of report 2025-10-20 · accession 0001628280-25-045963 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2025-10-22 | 2025-10-20 | DUOL | Hacker Severin | Chief Tech Off, Co-Founder, Dir, 10% | S - Sale | $314.72 | -10.0K | 2,079 | -83% | -$3.15M |
| D | 2025-10-22 | 2025-10-20 | DUOL | Hacker Severin | Chief Tech Off, Co-Founder, Dir, 10% | C - Cnv Deriv | $38.08 | +10.0K | 10.1K | +13,889% | +$380.8K |
| D | 2025-10-22 | 2025-10-20 | DUOL | Hacker Severin | Chief Tech Off, Co-Founder, Dir, 10% | F - Tax | $312.73 | -31.8K | 114.3K | -22% | -$9.94M |
| DM | 2025-10-22 | 2025-10-20 | DUOL | Hacker Severin | Chief Tech Off, Co-Founder, Dir, 10% | M - OptEx | $0.00 | -10.0K | 390.0K | -2% | $0 |
| DM | 2025-10-22 | 2025-10-20 | DUOL | Hacker Severin | Chief Tech Off, Co-Founder, Dir, 10% | C - Cnv Deriv | $0.00 | 0 | 96.1K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2025-10-20 | S | D | 1,281 | $312.37 | 5,959 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. (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. |
| 2 | Common | Class A Common Stock | 2025-10-20 | S | D | 1,000 | $311.43 | 7,240 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. (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. |
| 3 | Common | Class A Common Stock | 2025-10-20 | S | D | 632 | $309.94 | 8,240 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. (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. |
| 4 | Common | Class A Common Stock | 2025-10-20 | S | D | 500 | $309.06 | 8,872 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. (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. |
| 5 | Common | Class A Common Stock | 2025-10-20 | S | D | 600 | $307.55 | 9,372 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. (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. |
| 6 | Common | Class A Common Stock | 2025-10-20 | S | D | 100 | $305.86 | 9,972 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. |
| 7 | Common | Class A Common Stock | 2025-10-20 | C | A | 10,000 | $38.08 | 10,072 | D | — | — | |
| 8 | Common | Class A Common Stock | 2025-10-20 | S | D | 100 | $324.10 | 72 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. |
| 9 | Common | Class A Common Stock | 2025-10-20 | S | D | 300 | $323.09 | 172 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. (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. |
| 10 | Common | Class A Common Stock | 2025-10-20 | S | D | 400 | $321.75 | 472 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. (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. |
| 11 | Common | Class A Common Stock | 2025-10-20 | S | D | 300 | $319.97 | 872 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. (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. |
| 12 | Common | Class A Common Stock | 2025-10-20 | S | D | 907 | $318.73 | 1,172 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. (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. |
| 13 | Common | Class A Common Stock | 2025-10-20 | S | D | 1,600 | $316.64 | 2,759 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. (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. |
| 14 | Common | Class A Common Stock | 2025-10-20 | S | D | 1,100 | $315.79 | 4,359 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. (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. |
| 15 | Common | Class A Common Stock | 2025-10-20 | S | D | 500 | $313.93 | 5,459 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. (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. |
| 16 | Common | Class A Common Stock | 2025-10-20 | S | D | 680 | $317.68 | 2,079 | D | — | — | (F1) The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024. (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. |
| 17 | Derivative | Class B Common Stock | 2025-10-20 | F | D | 31,770 | $312.73 | 114,305 | D | — · — to — | 31,770 Class A Common Stock | (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. |
| 18 | Derivative | Class B Common Stock | 2025-10-20 | M | A | 60,000 | $0.00 | 146,075 | D | — · — to — | 60,000 Class A Common Stock | (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. |
| 19 | Derivative | Class B Common Stock | 2025-10-20 | C | D | 10,000 | $0.00 | 86,075 | D | — · — to — | 10,000 Class A Common Stock | (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. |
| 20 | Derivative | Class B Common Stock | 2025-10-20 | C | A | 10,000 | $0.00 | 96,075 | D | — · — to — | 10,000 Class A Common Stock | (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. |
| 21 | Derivative | Stock Option (Right to Buy) | 2025-10-20 | M | D | 10,000 | $0.00 | 25,252 | D | $38.08 · — to 2030-12-02 | 10,000 Class B Common Stock | (F15) The shares subject to the option are fully vested and exercisable. |
| 22 | Derivative | Performance-Based Restricted Stock Units | 2025-10-20 | M | D | 60,000 | $0.00 | 390,000 | D | — · — to 2031-06-21 | 60,000 Class B Common Stock | (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. (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. |