[144] Duolingo, Inc. SEC Filing

Rhea-AI Filing Summary

Duolingo insider sale notice under Rule 144: This Form 144 reports a proposed sale of 2,533 shares of the issuer's common stock through Morgan Stanley Smith Barney LLC, with an aggregate market value of $833,441.10 and an approximate sale date of 08/15/2025 on NASDAQ. The filing states these shares were acquired as restricted stock on 08/15/2025 from the issuer and paid for on that date.

The form also discloses recent sales by the same person: 2,709 shares sold on 07/01/2025 for $1,090,581.46 and 3,267 shares sold on 05/16/2025 for $1,726,185.67. The filer attests there is no undisclosed material adverse information.

Positive

• Clear Rule 144 disclosure with broker, share counts, aggregate values, and sale dates provided
• Recent sale history disclosed including two prior transactions with exact proceeds, improving transparency
• Filer attestation that no material adverse information is known and that Rule 144 conditions are represented

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider sales disclosed; dollar amounts are modest relative to total outstanding shares.

The filing documents a planned sale of 2,533 common shares via Morgan Stanley with an aggregate value of $833,441.10 and two prior sales totaling 5,976 shares and roughly $2.82 million in gross proceeds over the past three months. These disclosures are standard for Rule 144 compliance and provide transparency on insider liquidity. The information is descriptive and does not include operational or financial performance metrics.

Corporate Governance Expert

TL;DR: Form 144 indicates procedural compliance; the filer certifies absence of undisclosed material information.

The notice states the shares were acquired as restricted stock and that the filer represents no material undisclosed information exists. The filing names the broker and gives specific amounts and proceeds for recent sales, supporting disclosure obligations. There are no governance actions or departures disclosed here; the filing focuses solely on transfer/sale mechanics and attestation.

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	2533	833441.10	45821907	08/15/2025	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	08/15/2025	Restricted Stock	Issuer			2533	08/15/2025	Not Applicable

* 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
Natalie Glance 5900 Penn Avenue Pittsburgh PA 15206	Common	07/01/2025	2709	1090581.46
Natalie Glance 5900 Penn Avenue Pittsburgh PA 15206	Common	05/16/2025	3267	1726185.67

144: Remarks and Signature

Remarks

Date of Notice

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 Duolingo's (DUOL) Form 144 report?

The filing reports a proposed sale of 2,533 common shares via Morgan Stanley with an aggregate market value of $833,441.10, approx. sale date 08/15/2025.

Who is the broker handling the proposed DUOL sale?

The broker listed is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY.

What recent insider sales does the filing disclose for DUOL?

It discloses sales of 2,709 shares on 07/01/2025 for $1,090,581.46 and 3,267 shares on 05/16/2025 for $1,726,185.67.

How were the shares being sold originally acquired according to the filing?

The 2,533 shares listed for proposed sale were acquired as restricted stock from the issuer on 08/15/2025.

Does the filer attest to material disclosures in the Form 144?

Yes, the filer signs an attestation stating they do not know any material adverse information about the issuer that has not been publicly disclosed.