[144] Duolingo, Inc. SEC Filing

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) notice of proposed sale under Rule 144 shows an insider plans to sell 1,282 restricted common shares through Morgan Stanley Smith Barney LLC, with an aggregate market value reported as $421,820.56. The filing states the shares were acquired on 08/15/2025 from the issuer as restricted stock and payment was recorded as 08/15/2025. The filer also reported a prior sale by the same person of 2,635 common shares on 05/16/2025 generating gross proceeds of $1,388,480.36. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information about the issuer.

Positive

• Filing complies with Rule 144 disclosure requirements by stating broker, share amounts, acquisition details, and seller representation
• Broker identified as Morgan Stanley Smith Barney LLC, providing execution transparency

Negative

• Insider has recent prior sale of 2,635 shares on 05/16/2025 with gross proceeds of $1,388,480.36
• Securities are restricted stock, indicating they were acquired from the issuer and now proposed for sale

Insights

Securities Analyst

TL;DR: Insider filing records a small proposed sale of restricted shares and a recent prior sale, both disclosed under Rule 144.

The filing documents a proposed Rule 144 sale of 1,282 restricted common shares through Morgan Stanley Smith Barney LLC with an aggregate market value of $421,820.56, and confirms acquisition of those shares from the issuer on 08/15/2025. The filing also discloses a recent sale on 05/16/2025 of 2,635 shares for $1,388,480.36. This is a routine Section 144 disclosure to inform the market of insider liquidity events; it contains no financial performance data or forward-looking statements.

Corporate Governance Expert

TL;DR: The notice appears procedurally complete and includes the required insider certification about material information.

The form includes broker details (Morgan Stanley Smith Barney LLC) and the required seller representation that no undisclosed material adverse information is known. It records the nature of acquisition as restricted stock and lists the previous three-month sale by the same person. From a governance perspective, the filing meets disclosure requirements for insider sales under Rule 144.

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	1282	421820.56	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			1282	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
STEPHEN CHEN 5900 Penn Avenue Pittsburgh PA 15206	Common	05/16/2025	2635	1388480.36

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 is being reported in the Duolingo (DUOL) Form 144 filing?

The filing reports a proposed Rule 144 sale of 1,282 restricted common shares through Morgan Stanley Smith Barney LLC with an aggregate market value of $421,820.56.

When were the shares to be sold acquired according to the filing?

The shares were acquired on 08/15/2025 from the issuer as restricted stock and payment is noted as 08/15/2025.

Did the filer report any recent sales in the past three months?

Yes; the filer reported a sale of 2,635 common shares on 05/16/2025 producing gross proceeds of $1,388,480.36.

Which broker is handling the proposed sale in the Form 144?

The proposed sale is to be handled by Morgan Stanley Smith Barney LLC.

Does the filer state any material undisclosed information about the issuer?

The filer represents by signature that they do not know of any material adverse information