[144] Duolingo, Inc. SEC Filing

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) Form 144 notice reports a proposed sale of 1,515 common shares through Morgan Stanley Smith Barney, with an aggregate market value of $486,981.60 and an approximate sale date of 08/26/2025. The shares were acquired as restricted stock units (RSUs) on 05/15/2022. The filer also reported a recent sale within the past three months: 1,282 shares sold on 08/15/2025 generating gross proceeds of $421,816.46. The notice includes the required representation that the selling person is not aware of undisclosed material adverse information and references Rule 10b5-1 procedures if applicable.

Positive

• Securities were acquired as Restricted Stock Units, indicating compensation-origin rather than newly purchased speculative positions

Negative

• Insider selling activity: proposed sale of 1,515 shares and a prior sale of 1,282 shares in the past three months could be viewed negatively by some investors

Insights

Securities Analyst

TL;DR: Insider proposes sale of 1,515 RSU-derived shares, following a recent 1,282-share sale; transaction is routine but merits monitoring.

The filing shows a non-open-market compensation-to-liquidity conversion: RSUs granted 05/15/2022 are being cleared for sale via a broker, with an indicated aggregate market value of $486,981.60 for 1,515 shares and a planned sale date of 08/26/2025. A recent sale on 08/15/2025 of 1,282 shares yielded $421,816.46. From a trading-impact perspective, these sizes are modest relative to a public company’s float and likely reflect personal liquidity needs or portfolio rebalancing rather than a corporate financing event. No earnings or operational disclosures are included, so material company-level impact is limited.

Corporate Governance Expert

TL;DR: Filing complies with Rule 144 disclosure; sale stems from RSUs and includes the standard insider attestation.

The notice documents compliance with Rule 144 reporting for an insider sale and includes the mandatory representation regarding knowledge of undisclosed material information. The origin of the shares as RSUs (05/15/2022) indicates these are compensation-related holdings being monetized. The presence of a recent sale within three months underscores an ongoing disposition program or discrete transactions; absence of a stated 10b5-1 plan date leaves unclear whether sales are pre-planned. Governance-wise, reporting appears complete for Rule 144 purposes but does not provide context on any internal plan adoption date.

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	1515	486981.60	39694545	08/26/2025	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	05/15/2022	Restricted Stock Units	Issuer			1515	05/15/2022	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
STEPHEN CHEN 5900 Penn Avenue Pittsburgh PA 15206	Common	08/15/2025	1282	421816.46

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 shares does the DUOL Form 144 report propose to sell?

The notice proposes to sell 1,515 common shares with an aggregate market value of $486,981.60, via Morgan Stanley Smith Barney, on or about 08/26/2025.

How were the shares being sold acquired?

The shares were acquired as Restricted Stock Units (RSUs) on 05/15/2022 and show an acquisition amount of 1,515 shares.

Did the filer sell any Duolingo shares recently?

Yes. The filing discloses a sale on 08/15/2025 of 1,282 common shares for gross proceeds of $421,816.46.

Which broker is handling the proposed sale?

The proposed sale is to be handled by Morgan Stanley Smith Barney LLC, Executive Financial Services located at 1 New York Plaza, 8th Floor, New York, NY.

Does the filing state whether a Rule 10b5-1 trading plan was used?

The filing includes the standard notice about Rule 10b5-1 but does not provide a specific plan adoption date or explicitly state that a 10b5-1 plan is in effect.