Duolingo director plans $3.1M share resale

Director William B. Gordon has filed a Rule 144 notice to potentially resell 20,000 Duolingo common shares with an indicated market value of about $3.1 million.

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) is the subject of a notice under Rule 144 indicating that director William B. Gordon plans a potential resale of 20,000 shares of common stock through Morgan Stanley Smith Barney LLC. The filing cites an approximate aggregate market value of $3,089,200 and notes 40,387,012 shares outstanding as of the notice.

The shares were originally acquired through pro rata distributions in kind from KPCB Holdings, Inc., as nominee, during the period from February 13, 2014 through May 21, 2015.

Key Figures

Shares to be sold: 20,000 shares Aggregate market value: $3,089,200 Shares outstanding: 40,387,012 shares +3 more

6 metrics

Shares to be sold 20,000 shares Common stock covered by the Rule 144 notice for potential resale

Aggregate market value $3,089,200 Approximate market value of the 20,000 Duolingo shares referenced in the notice

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

Acquisition start date February 13, 2014 Beginning of the period when shares were acquired via pro rata distributions in kind

Acquisition end date May 21, 2015 End of the period for pro rata distributions in kind from KPCB Holdings, Inc.

Date of notice September 8, 2026 Date on which the Rule 144 notice was signed and dated

Key Terms

Rule 144, pro rata distributions in kind, nominee, aggregate market value

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.

pro rata distributions in kind financial

"Pro Rata Distributions in Kind | KPCB Holdings, Inc., as nominee"

nominee financial

"KPCB Holdings, Inc., as nominee"

aggregate market value financial

"| 20000 | 3089200.00 | 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.

FAQ

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

It discloses that director William B. Gordon intends a potential resale of 20,000 shares of Duolingo common stock under Rule 144, with an indicated aggregate market value of $3,089,200, using Morgan Stanley Smith Barney LLC as the broker.

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

The notice covers a potential sale of 20,000 shares of Duolingo, Inc. common stock. These shares are proposed to be sold through Morgan Stanley Smith Barney LLC under the Rule 144 resale framework.

What is the indicated market value of the Duolingo (DUOL) shares in this Form 144?

The Form 144 lists an approximate aggregate market value of $3,089,200 for the 20,000 shares of Duolingo common stock that may be sold, based on the information provided in the notice.

How many Duolingo (DUOL) shares were outstanding according to this filing?

The filing reports that 40,387,012 shares of Duolingo, Inc. common stock were outstanding. This figure provides context for the relative size of the planned 20,000-share resale under Rule 144.

How and when were the Duolingo (DUOL) shares being sold originally acquired?

The securities to be sold were acquired through pro rata distributions in kind from KPCB Holdings, Inc., as nominee, during the period from February 13, 2014 through May 21, 2015, as stated in the remarks section.

Who is the broker for the planned Duolingo (DUOL) Rule 144 sale?

The planned sale is to be executed through Morgan Stanley Smith Barney LLC Executive Financial Services, located at 1 New York Plaza, New York, as identified in the securities information section of the notice.

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

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Available on EDGAR 09/08/2026 - 04:24 PM Accepted by SEC EDGAR 09/08/2026 - 04:23 PM Learn about SEC filing dates

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	0001229590
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	WILLIAM B. GORDON
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

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	20000	3089200.00	40387012	09/08/2026	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	02/13/2014	Pro Rata Distributions in Kind	KPCB Holdings, Inc., as nominee			20000	02/13/2014	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	The securities to be sold were acquired upon the pro rata distributions in kind from KPCB Holdings, Inc., as nominee during the period of 02/13/2014 through 05/21/2015.
Date of Notice	09/08/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	06/09/2026
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/ William B. Gordon
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)