Luis von Ahn Foundation plans $2.9M Duolingo sale

Duolingo, Inc. (DUOL) received a notice under Rule 144 that the Luis von Ahn Foundation plans to sell 19,008 shares of Duolingo common stock.

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) received a notice under Rule 144 that the Luis von Ahn Foundation plans to sell 19,008 shares of Duolingo common stock. The shares are held in a brokerage account at Morgan Stanley and were originally acquired as founders shares from Duolingo on August 25, 2011.

The planned sale is expected around September 16, 2026. The filing reports an aggregate market value for the shares of $2,925,711.36 and states that 40,387,012 Duolingo common shares are outstanding, with the stock listed on NASDAQ.

Key Figures

Shares to be sold: 19,008 shares Aggregate market value of shares: $2,925,711.36 Shares outstanding: 40,387,012 shares +2 more

5 metrics

Shares to be sold 19,008 shares Duolingo common stock to be sold under Rule 144 by the Luis von Ahn Foundation

Aggregate market value of shares $2,925,711.36 Value of the 19,008 Duolingo shares planned for sale

Shares outstanding 40,387,012 shares Duolingo common shares outstanding as reported in the notice

Approximate sale date September 16, 2026 Planned sale date for the Rule 144 transaction

Acquisition date of founders shares August 25, 2011 Date the 19,008 shares were acquired from Duolingo, Inc.

Key Terms

Rule 144, founders shares, aggregate market value, securities to be sold

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.

founders shares financial

"Common | 08/25/2011 | Founders Shares | Issuer |"

Founders shares are a special block of a company’s stock originally given to the people who started the business; they often carry extra voting power or favorable terms compared with regular shares. For investors, these shares matter because they concentrate control and influence how future funding, ownership dilution, and decision-making will play out—think of founders shares as the steering wheel that can steer a company’s direction even as more passengers (investors) climb aboard.

aggregate market value financial

"Common | Morgan Stanley Smith Barney LLC ... | 19008 | 2925711.36 |"

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.

securities to be sold financial

"144: Securities To Be Sold"

FAQ

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

What does the Rule 144 filing disclose for Duolingo (DUOL)?

The filing states that the Luis von Ahn Foundation plans to sell 19,008 shares of Duolingo common stock under Rule 144, with an approximate sale date of September 16, 2026 and an aggregate market value of $2,925,711.36.

Who is selling Duolingo (DUOL) shares in this Rule 144 notice?

The seller is the Luis von Ahn Foundation, for whose account the Duolingo common stock is to be sold. The shares are described as founders shares originally acquired from Duolingo, Inc. on August 25, 2011.

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

The notice covers a planned sale of 19,008 shares of Duolingo, Inc. common stock. These shares are held in an account at Morgan Stanley Smith Barney LLC Executive Financial Services in New York.

What is the reported market value of the Duolingo (DUOL) shares to be sold?

The filing reports an aggregate market value of $2,925,711.36 for the 19,008 shares of Duolingo common stock that the Luis von Ahn Foundation plans to sell under Rule 144.

How many Duolingo (DUOL) shares are outstanding according to the notice?

The Rule 144 notice states that there are 40,387,012 shares of Duolingo common stock outstanding. It also notes that the company’s common stock is listed on NASDAQ.

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	0001966358
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 FOUNDATION
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	19008	2925711.36	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	08/25/2011	Founders Shares	Issuer			19008	08/25/2011	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

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)