DUOL Form 144: $33.5M insider sale equals 0.18% of float

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) filed a Form 144 indicating a planned sale of 70,000 common shares through Morgan Stanley Smith Barney. The shares have an aggregate market value of $33,511,100, implying a reference price of roughly $479 per share. The transaction is scheduled for 20 June 2025 and represents approximately 0.18 % of the company’s 39,260,633 shares outstanding; therefore, no dilution is involved, but the filing signals potential insider sentiment.

The filing also details five prior 10b5-1 sales by the same account holder—identified in the tables as “Severin Hacker”—totalling 50,000 shares between 7 April 2025 and 5 June 2025 for gross proceeds of about $21.6 million. When combined with the proposed transaction, the insider will have disposed of 120,000 shares within roughly three months.

Investors typically scrutinise repeated insider disposals for potential negative signals regarding future performance or valuation. Nevertheless, the Rule 144 notice and use of a 10b5-1 trading plan provide transparency and a structured framework that reduces the likelihood of trading on undisclosed material information.

Positive

• Limited share impact: 70,000 shares equal roughly 0.18 % of outstanding, minimising ownership dilution concerns.
• Regulatory transparency: Sale conducted under Rule 144 and a 10b5-1 plan, reducing information-asymmetry risk.

Negative

• Large dollar-value insider sale: $33.5 M proposed sale, following $21.6 M already executed, can be viewed as bearish insider sentiment.
• Pattern of continuous selling: Aggregate 120,000 shares sold or to be sold within three months may raise governance and confidence issues.

Insights

Securities Analyst

TL;DR – 70k-share insider sale worth $33.5 M; only 0.18 % of float, sentiment watch.

The proposed 70,000-share sale is sizable in dollar terms but modest relative to Duolingo’s share count. Rule 144 procedural transparency and use of Morgan Stanley as broker suggest an orderly execution. Insider activity is neutral for valuation unless selling accelerates or coincides with deteriorating fundamentals not yet disclosed. I view the event as neutral until corroborated by earnings or guidance changes.

Corporate Governance Expert

TL;DR – Consecutive insider sales totalling 120k shares may pressure sentiment; negative governance signal.

The Form 144 reveals an additional 70,000-share disposition following five recent 10b5-1 trades. Although only 0.18 % of outstanding stock, the cumulative pattern—$55 M in proceeds—can raise questions about insider confidence and alignment with minority shareholders. Frequent sales in a compressed timeframe often weigh on perception, particularly for high-growth issuers where insider commitment is a key valuation pillar.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	70000	33511100.00	39260633	06/20/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/20/2025	Exercise of Stock Options	Issuer			70000	06/20/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for SEVERIN HACKER 5900 Penn Avenue Pittsburgh PA 15206	Common	06/05/2025	10000	5251039.00
10b5-1 Sales for SEVERIN HACKER 5900 Penn Avenue Pittsburgh PA 15206	Common	05/19/2025	10000	5247039.00
10b5-1 Sales for SEVERIN HACKER 5900 Penn Avenue Pittsburgh PA 15206	Common	05/05/2025	10000	4959527.00
10b5-1 Sales for SEVERIN HACKER 5900 Penn Avenue Pittsburgh PA 15206	Common	04/21/2025	10000	3143601.00
10b5-1 Sales for SEVERIN HACKER 5900 Penn Avenue Pittsburgh PA 15206	Common	04/07/2025	10000	2924302.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Duolingo (DUOL) shares are proposed for sale in the Form 144?

The filing covers 70,000 common shares.

What is the total market value of the shares to be sold?

The aggregate market value disclosed is $33,511,100.

When is the approximate sale date for the 70,000 shares?

The sale is expected on 20 June 2025.

Which broker will execute the proposed sale?

The broker named is Morgan Stanley Smith Barney LLC.

How many shares has the insider sold in the past three months?

Tables show 50,000 shares sold between April and June 2025 under 10b5-1 plans.

What percentage of Duolingo’s outstanding shares does the proposed sale represent?

Approximately 0.18 % of the 39,260,633 shares outstanding.