Duolingo officer files notice to sell $1.16M in stock

Duolingo officer Stephen Chen filed a Rule 144 notice to sell up to 8,072 DUOL shares with an indicated aggregate value of about $1.16 million.

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) is the issuer for a Rule 144 notice filed by officer Stephen Chen covering a proposed sale of 8,072 shares of common stock through Morgan Stanley Smith Barney LLC on or about September 14, 2026. The shares relate to 2,107 shares from Restricted Stock Units with a date of August 15, 2026 and 5,965 shares from previously exercised stock options dated June 28, 2024. The filing reports an aggregate market value of $1,159,784.96 for the planned sale and notes that 40,387,012 common shares were outstanding. It also discloses that Chen sold 1,024 shares of common stock in the prior three months on August 17, 2026 for $132,229.12.

Key Figures

Shares to be sold: 8,072 shares Aggregate market value of planned sale: $1,159,784.96 Shares outstanding: 40,387,012 shares +4 more

7 metrics

Shares to be sold 8,072 shares Common stock covered by the Rule 144 notice

Aggregate market value of planned sale $1,159,784.96 Value of 8,072 common shares referenced in the notice

Shares outstanding 40,387,012 shares Common shares outstanding used in the Rule 144 context

RSU-related shares 2,107 shares Common shares from Restricted Stock Units dated August 15, 2026

Previously exercised option shares 5,965 shares Common shares from previously exercised stock options dated June 28, 2024

Recent shares sold 1,024 shares Sale on August 17, 2026 during the prior three months

Proceeds from recent sale $132,229.12 Value of 1,024 common shares sold on August 17, 2026

Key Terms

Rule 144, Restricted Stock Units, Previously Exercised Stock Options, Aggregate market value, +1 more

5 terms

Rule 144 regulatory

"See the definition of "person" in 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.

Restricted Stock Units financial

"Common | 08/15/2026 | Restricted Stock Units | Issuer"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Previously Exercised Stock Options financial

"Common | 06/28/2024 | Previously Exercised Stock Options | Issuer"

Aggregate market value financial

"Common | Morgan Stanley Smith Barney LLC ... | 8072 | 1159784.96"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

Common financial

"Common | Morgan Stanley Smith Barney LLC Executive Financial Services"

FAQ

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

What does the Form 144 filing disclose for Duolingo, Inc. (DUOL)?

It discloses that officer Stephen Chen has filed a Rule 144 notice to potentially sell 8,072 shares of Duolingo common stock with an indicated aggregate market value of $1,159,784.96, using Morgan Stanley Smith Barney LLC as the broker.

How many Duolingo (DUOL) shares is Stephen Chen planning to sell under Rule 144?

Stephen Chen plans for the possible sale of 8,072 shares of Duolingo common stock. These shares are tied to 2,107 Restricted Stock Unit shares dated August 15, 2026 and 5,965 previously exercised stock option shares dated June 28, 2024.

What is the reported market value of the Duolingo (DUOL) shares in the planned Rule 144 sale?

The filing lists an aggregate market value of $1,159,784.96 for the 8,072 Duolingo common shares covered by the planned Rule 144 sale, based on the information provided in the notice.

How many Duolingo (DUOL) shares were outstanding according to this Form 144?

The notice states that there were 40,387,012 Duolingo common shares outstanding in connection with the Rule 144 calculation, providing context for the size of the proposed sale.

Has Stephen Chen sold Duolingo (DUOL) shares recently before this Form 144?

Yes. The filing reports that Stephen Chen sold 1,024 shares of Duolingo common stock on August 17, 2026 for a total of $132,229.12 during the three months preceding this notice.

Which broker is handling the proposed Duolingo (DUOL) share sale under this Form 144?

The proposed sale of 8,072 Duolingo common shares is listed as being through Morgan Stanley Smith Barney LLC Executive Financial Services, located at 1 New York Plaza, New York, in the Form 144 filing.

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

Available on EDGAR 09/14/2026 - 04:53 PM Accepted by SEC EDGAR 09/14/2026 - 04:46 PM Learn about SEC filing dates

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	8072	1159784.96	40387012	09/14/2026	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	08/15/2026	Restricted Stock Units	Issuer			2107	08/15/2026	N/A
Common	06/28/2024	Previously Exercised Stock Options	Issuer			5965	06/28/2024	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
STEPHEN CHEN 5900 Penn Avenue Pittsburgh PA 15206	Common	08/17/2026	1024	132229.12

144: Remarks and Signature

Remarks
Date of Notice	09/14/2026
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)