Form 144: DUOL filer to sell 10,937 shares via Morgan Stanley, $3.52M value

Rhea-AI Filing Summary

Insider sale notice for Duolingo (DUOL): This Form 144 reports a proposed sale of 10,937 shares of Duolingo common stock through Morgan Stanley Smith Barney LLC on the NASDAQ with an aggregate market value of $3,515,589.28. The filing lists 39,694,545 shares outstanding. The shares being offered were acquired by the filer through three events: exercise of stock options on 08/26/2025 (1,378 shares), previously exercised options on 06/12/2024 (6,500 shares), and restricted stock units on 05/15/2022 (3,059 shares). The notice also discloses a prior sale by the same person: 2,797 shares sold on 08/15/2025 for gross proceeds of $920,296.91. The filer certifies they are not aware of any undisclosed material adverse information.

Insights

Securities Analyst

TL;DR: Routine insider sale filing disclosing option exercises, RSUs, and a proposed block sale of 10,937 shares valued at $3.52M.

The Form 144 appears to be a routine Rule 144 notice rather than an unexpected disclosure. It shows the origin of the securities (option exercises and RSUs) and names the broker and exchange. The filing includes a recent completed sale of 2,797 shares generating $920,296.91, which provides a concrete recent liquidity event. From a market-impact perspective, the disclosed proposed sale size relative to the reported outstanding shares (10,937 of 39,694,545) is small in percentage terms and is presented as a standard compliance disclosure.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 144 compliance; paperwork documents exercise dates, RSUs, and broker execution details.

The filing meets standard governance and disclosure practices by identifying acquisition methods (stock option exercises and RSUs), exact acquisition and proposed sale dates, and the executing broker. The signer also makes the customary representation about no undisclosed material adverse information. There are no governance red flags or additional contextual disclosures in the form that would indicate regulatory or disclosure issues.

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

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	10937	3515589.28	39694545	08/26/2025	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	08/26/2025	Exercise of Stock Options	Issuer			1378	08/26/2025	Cash
Common	06/12/2024	Previously Exercised Stock Options	Issuer			6500	06/12/2024	Cash
Common	05/15/2022	Restricted Stock Units	Issuer			3059	05/15/2022	N/A

* 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
MATTHEW SKARUPPA 5900 Penn Avenue Pittsburgh PA 15206	Common	08/15/2025	2797	920296.91

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

What insider sale does the Duolingo (DUOL) Form 144 report?

The filing reports a proposed sale of 10,937 shares of Duolingo common stock through Morgan Stanley on the NASDAQ with an aggregate market value of $3,515,589.28.

How were the shares being sold by the DUOL filer acquired?

The shares were acquired via exercise of stock options on 08/26/2025 (1,378 shares) and 06/12/2024 (6,500 shares), and restricted stock units on 05/15/2022 (3,059 shares).

Did the filer recently sell any DUOL shares before this Form 144?

Yes. The filer sold 2,797 shares on 08/15/2025 for gross proceeds of $920,296.91.

Which broker and exchange are listed for the proposed DUOL sale?

The broker is Morgan Stanley Smith Barney LLC, and the sale is proposed to occur on NASDAQ.

Does the filer state they possess any undisclosed material information?

By signing the notice, the filer represents they do not know of any material adverse information about the issuer that has not been publicly disclosed.