Duolingo officer Stephen Chen proposes $474K sale

The notice names Morgan Stanley Smith Barney LLC and identifies the proposed shares as coming from options Stephen Chen exercised on December 19, 2024.

Available on EDGAR 11/04/2026 - 04:34 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:33 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Duolingo, Inc. officer Stephen Chen gave notice of a proposed sale of 3,700 common shares for November 4, 2026, with an aggregate market value of $473,600.00. The shares are identified as acquired through previously exercised stock options on December 19, 2024, and Morgan Stanley Smith Barney LLC is named in the notice. It also lists 10b5-1 sales by Stephen Chen of 8,072 shares on September 14, 2026, and 1,024 shares on August 17, 2026.

Key Figures

Common shares proposed for sale: 3,700 shares Aggregate market value: $473,600.00 Shares sold: 8,072 shares +3 more

6 metrics

Common shares proposed for sale 3,700 shares Sale listed for November 4, 2026

Aggregate market value $473,600.00 Proposed sale of 3,700 common shares

Shares sold 8,072 shares 10b5-1 sale on September 14, 2026

Reported sale value $1,205,385.01 10b5-1 sale on September 14, 2026

Shares sold 1,024 shares 10b5-1 sale on August 17, 2026

Reported sale value $132,229.12 10b5-1 sale on August 17, 2026

Key Terms

Rule 144, 10b5-1 Sales, Previously Exercised Stock Options

3 terms

Rule 144 regulatory

"paragraph (a) of Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

10b5-1 Sales financial

"10b5-1 Sales for Stephen Chen"

10b5-1 sales are pre-arranged stock-trading plans that let company insiders automatically buy or sell shares according to a fixed schedule or formula, even if they later learn confidential information. Think of it as setting up an automatic thermostat for trades: it creates a clear, documented path that can protect insiders from insider-trading accusations and gives investors a signal about predictable insider activity—though it can also simply be a way for insiders to diversify or raise cash.

Previously Exercised Stock Options financial

"Previously Exercised Stock Options"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many DUOL shares did Stephen Chen propose to sell?

The notice lists a proposed sale of 3,700 Duolingo common shares by officer Stephen Chen for November 4, 2026, with an aggregate market value of $473,600.00.

What earlier DUOL sales by Stephen Chen are listed?

The notice lists two 10b5-1 sales: 8,072 shares on September 14, 2026, with a reported value of $1,205,385.01, and 1,024 shares on August 17, 2026, with a reported value of $132,229.12.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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	0001869758
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Duolingo, Inc.
SEC File Number	001-40653
Address of Issuer	5900 Penn Avenue Pittsburgh PENNSYLVANIA 15206
Phone	4125676602
Name of Person for Whose Account the Securities are To Be Sold	STEPHEN CHEN
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	Officer

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	3700	473600.00	40779003	11/04/2026	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	12/19/2024	Previously Exercised Stock Options	Issuer			3700	12/19/2024	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 STEPHEN CHEN 5900 Penn Avenue Pittsburgh PA 15206	Common	09/14/2026	8072	1205385.01
STEPHEN CHEN 5900 Penn Avenue Pittsburgh PA 15206	Common	08/17/2026	1024	132229.12

144: Remarks and Signature

Remarks
Date of Notice	11/04/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	06/14/2026
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	/s/ Stephen Chen
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)