[144] Duolingo, Inc. SEC Filing

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) insider sale notice: The filing reports a proposed sale of 5,754 shares of Duolingo common stock through Morgan Stanley Smith Barney LLC with an approximate aggregate market value of $1,881,155.22. The filing lists the approximate date of sale as 08/18/2025 and reports 39,694,545 shares outstanding. The shares were acquired as Restricted Stock Units on 08/15/2024 and paid on that date. The form also discloses prior sales by the same person: 261 shares sold on 08/15/2025 for $85,877.67 and 2,709 shares sold under a Rule 10b5-1 plan on 07/01/2025 for $1,090,509.58.

Positive

• Transparent disclosure of the proposed sale including broker, share count, and aggregate market value
• Acquisition details provided showing the shares were received as restricted stock units on 08/15/2024
• Prior sales disclosed, including a Rule 10b5-1 plan sale on 07/01/2025, which enhances procedural transparency

Negative

• Insider share sale is being proposed, which could be viewed negatively by some market participants
• Filing lacks remarks or a stated 10b5-1 plan adoption date within the visible remarks section

Insights

Financial Analyst

TL;DR: Routine restricted-stock sale notice by an insider, disclosed with past 10b5-1 sales; no earnings data or company-specific operational details.

The filing documents a planned sale of 5,754 shares acquired as restricted stock units on 08/15/2024, to be executed through Morgan Stanley on or about 08/18/2025. Prior disposals of the filer are transparently reported, including a 10b5-1 plan sale on 07/01/2025. For investors, this is a standard insider liquidity event and the filing provides clear transaction dates and proceeds but does not include any operational or financial performance information about the company.

Corporate Governance Expert

TL;DR: Proper Rule 144 disclosure of an insider sale with accompanying 10b5-1 sales history; appears procedurally compliant.

The notice identifies the securities, broker, acquisition type (RSUs), and prior sales, which aligns with disclosure expectations for Rule 144 transactions. The filer represents no undisclosed material adverse information, and the presence of documented 10b5-1 activity improves transparency. The filing lacks additional remarks or plan-adoption dates on its face, so no further governance context is provided.

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	5754	1881155.22	39694545	08/18/2025	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	08/15/2024	Restricted Stock Units	Issuer			5754	08/15/2024	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
NATALIE GLANCE 5900 Penn Avenue Pittsburgh PA 15206	Common	08/15/2025	261	85877.67
10b5-1 Sales for NATALIE GLANCE 5900 Penn Avenue Pittsburgh PA 15206	Common	07/01/2025	2709	1090509.58

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 does the DUOL Form 144 disclose about the proposed sale?

The filing discloses a proposed sale of 5,754 common shares via Morgan Stanley with an aggregate market value of $1,881,155.22 and an approximate sale date of 08/18/2025.

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

The shares were acquired as Restricted Stock Units on 08/15/2024 and payment is recorded as of that acquisition date.

Does the filing show any prior sales by the same person?

Yes. It reports 261 shares sold on 08/15/2025 for $85,877.67 and 2,709 shares sold under a 10b5-1 plan on 07/01/2025 for $1,090,509.58.

Through which broker will the proposed sale be executed?

The broker listed is Morgan Stanley Smith Barney LLC, Executive Financial Services, New York, NY.

How many shares outstanding does the filing list for the issuer?

The filing lists 39,694,545 shares outstanding for the issuer.