Duolingo holder plans sale of 28,292 shares

Form 144 notice reports Duolingo founder Luis Von Ahn’s planned Rule 144 sale of 28,292 DUOL shares acquired by exercising stock options.

Available on EDGAR 09/16/2026 - 04:30 PM EDT Accepted by SEC EDGAR 09/16/2026 - 04:29 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) is the issuer in a notice that Luis Von Ahn Arellano plans to sell Duolingo common stock under Rule 144. The filing reports an intended sale of 28,292 shares of common stock, to be sold through Morgan Stanley Smith Barney LLC, with shares obtained via a cash exercise of stock options from the issuer.

The filing lists an aggregate market value for the planned sale of about $4.35 million and states that Duolingo has 40,387,012 shares of common stock outstanding as of the notice date, with trading on NASDAQ.

Key Figures

Shares to be sold under Rule 144: 28,292 shares Aggregate market value of planned sale: $4,354,704.64 Shares of common stock outstanding: 40,387,012 shares +2 more

5 metrics

Shares to be sold under Rule 144 28,292 shares Planned sale of Duolingo common stock reported by Luis Von Ahn Arellano

Aggregate market value of planned sale $4,354,704.64 Reported value for the 28,292 Duolingo common shares covered by the notice

Shares of common stock outstanding 40,387,012 shares Duolingo common shares outstanding as referenced in the Form 144

Date of option exercise and acquisition September 16, 2026 Date the 28,292 shares were acquired by exercise of stock options

Broker handling the sale Morgan Stanley Smith Barney LLC Named in the securities information section as the broker for the transaction

Key Terms

Rule 144, aggregate market value, Exercise of Stock Options, 10% Stockholder

4 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.

aggregate market value financial

"Common ... 28292 | 4354704.64 | 40387012 ..."

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.

Exercise of Stock Options financial

"Common | 09/16/2026 | Exercise of Stock Options | Issuer"

10% Stockholder regulatory

"Director Officer 10% Stockholder"

FAQ

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

What does the Form 144 filing for DUOL disclose about planned stock sales?

The Form 144 notice discloses that Luis Von Ahn Arellano intends to sell 28,292 shares of Duolingo, Inc. common stock under Rule 144, with the shares to be sold through Morgan Stanley Smith Barney LLC after being acquired by exercise of stock options for cash.

How many Duolingo (DUOL) shares are covered by this Form 144?

The notice covers an intended sale of 28,292 shares of Duolingo, Inc. common stock. These shares are to be sold through a brokerage account at Morgan Stanley Smith Barney LLC after being obtained via a cash exercise of stock options from the issuer.

What is the reported market value of the DUOL shares in this Form 144?

The filing reports an aggregate market value of approximately $4,354,704.64 for the 28,292 shares of Duolingo common stock covered by this Form 144 notice, based on the price information used in the form’s securities section.

How many Duolingo (DUOL) shares are stated as outstanding in the Form 144?

The Form 144 states that there are 40,387,012 shares of Duolingo, Inc. common stock outstanding as of the time of the notice. This figure is provided as context for the Rule 144 sale amount being reported.

How were the DUOL shares in this Form 144 acquired by Luis Von Ahn?

The filing states that the 28,292 shares of Duolingo common stock were acquired on September 16, 2026 via an exercise of stock options from the issuer, with the method of payment described as cash.

On which market is Duolingo (DUOL) common stock listed according to the Form 144?

The Form 144 indicates that Duolingo, Inc. common stock is listed for trading on the NASDAQ market. This is given in the securities information section describing the class of securities to be sold.

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

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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	0001829259
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	LUIS VON AHN ARELLANO
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	Director
Relationship to Issuer	Officer
Relationship to Issuer	10% Stockholder

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	28292	4354704.64	40387012	09/16/2026	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	09/16/2026	Exercise of Stock Options	Issuer			28292	09/16/2026	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

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	09/16/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	06/02/2026
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/ Luis Von Ahn Arellano
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)