[144] Duolingo, Inc. SEC Filing

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) Form 144 notice reports a proposed sale of 1,444 shares of common stock, with an aggregate market value of $475,123.94, to be sold on or about 08/15/2025 on NASDAQ. The filing shows the shares were acquired as restricted stock from the issuer on 08/15/2025. The company’s outstanding common shares are listed as 45,821,907, making this sale a very small fraction of total shares outstanding. The filer certifies no undisclosed material adverse information and affirms compliance with Rule 144 disclosure requirements.

Positive

• Full disclosure of sale quantity, market value, broker, exchange, and acquisition details in compliance with Rule 144
• Securities are identified as restricted stock, with acquisition source listed as the issuer, clarifying the nature of the holdings

Negative

• None.

Insights

Securities Analyst

TL;DR: Small, routine insider sale disclosure; immaterial to capitalization.

The Form 144 notifies the market of a planned sale of 1,444 shares valued at $475,124, representing roughly 0.003% of the 45.8 million shares outstanding. The shares are reported as restricted stock acquired from the issuer on the same date listed for sale, which suggests a recent issuance followed by a Rule 144 sale plan or lock-up lapse. From an investor-impact perspective this is routine compliance activity and is unlikely to affect liquidity or valuation given its negligible size.

Corporate Governance Expert

TL;DR: Disclosure meets Rule 144 formality; raises no governance red flags.

The filing contains required elements: class, broker, quantity, market value, outstanding shares, and acquisition details. The signer affirms absence of undisclosed material adverse information. Because the transaction involves restricted stock and is fully disclosed through Form 144, this reflects standard insider reporting practices rather than a governance concern. No unusual patterns or clustered recent sales are reported in this filing.

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	1444	475123.94	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			1444	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

Nothing to Report

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 does Duolingo's Form 144 disclose about the proposed sale?

The filing discloses a proposed sale of 1,444 common shares valued at $475,123.94 to be sold on or about 08/15/2025 on NASDAQ.

Who is the broker handling the sale listed on Duolingo's Form 144?

The broker named is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004.

How large is the sale relative to Duolingo's outstanding shares?

The filing reports 45,821,907 shares outstanding; the proposed sale of 1,444 shares represents approximately 0.003% of outstanding shares.

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

The shares are reported as acquired on 08/15/2025 as restricted stock from the issuer.

Does the filing indicate any undisclosed material information about Duolingo?

The filer certifies by signature that they do not know of any material adverse information about the issuer that has not been publicly disclosed.