Severin Hacker - Feb 19, 2025 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Signature
/s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker
Stock symbol
DUOL
Transactions as of
Feb 19, 2025
Transactions value $
-$4,195,154
Form type
4
Date filed
2/21/2025, 04:32 PM
Previous filing
Feb 6, 2025
Next filing
Mar 6, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DUOL Class A Common Stock Conversion of derivative security $144K +10K +13888.89% $14.42 10.1K Feb 19, 2025 Direct
transaction DUOL Class A Common Stock Sale -$239K -556 -5.52% $430.37 9.52K Feb 19, 2025 Direct F1, F2
transaction DUOL Class A Common Stock Sale -$356K -826 -8.68% $431.19 8.69K Feb 19, 2025 Direct F1, F3
transaction DUOL Class A Common Stock Sale -$350K -809 -9.31% $432.37 7.88K Feb 19, 2025 Direct F1, F4
transaction DUOL Class A Common Stock Sale -$1.17M -2.7K -34.28% $433.22 5.18K Feb 19, 2025 Direct F1, F5
transaction DUOL Class A Common Stock Sale -$1M -2.31K -44.55% $434.20 2.87K Feb 19, 2025 Direct F1, F6
transaction DUOL Class A Common Stock Sale -$680K -1.56K -54.39% $435.46 1.31K Feb 19, 2025 Direct F1, F7
transaction DUOL Class A Common Stock Sale -$235K -538 -41.07% $436.52 772 Feb 19, 2025 Direct F1, F8
transaction DUOL Class A Common Stock Sale -$175K -400 -51.81% $437.80 372 Feb 19, 2025 Direct F1, F9
transaction DUOL Class A Common Stock Sale -$132K -300 -80.65% $438.98 72 Feb 19, 2025 Direct F1, F10

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 Stock Option (Right to Buy) Options Exercise $0 -10K -49.38% $0.00 10.3K Feb 19, 2025 Class B Common Stock 10K $14.42 Direct F11
transaction DUOL Class B Common Stock Conversion of derivative security $0 +10K +11.62% $0.00 96.1K Feb 19, 2025 Class A Common Stock 10K Direct F12
transaction DUOL Class B Common Stock Conversion of derivative security $0 -10K -10.41% $0.00 86.1K Feb 19, 2025 Class A Common Stock 10K Direct F12
holding DUOL Class B Common Stock 2.96M Feb 19, 2025 Class A Common Stock 2.96M See footnote F12, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
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 $429.79 to $430.77, 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.
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 $430.81 to $431.80, 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
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 $431.81 to $432.79, 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
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 $432.81 to $433.79, 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
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 $433.82 to $434.69, 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.
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 $434.95 to $435.935, 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.
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 $436.00 to $436.79, 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.
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 $437.40 to $438.13, 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.
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 $438.67 to $439.49, 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.
F11 The shares subject to the option are fully vested and exercisable.
F12 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.
F13 Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.