Stephen Chen to sell 896 Duolingo (NASDAQ: DUOL) shares

Rhea-AI Filing Summary

Duolingo stockholder Stephen Chen has filed a Form 144 notice to sell 896 shares of common stock. The planned sale is to be executed through Morgan Stanley Smith Barney LLC on NASDAQ around 02/17/2026, with an aggregate market value listed as 98614.30 and 40013533 shares outstanding.

The 896 shares were acquired as restricted stock from the issuer on 02/15/2026, with payment also dated 02/15/2026 and described as not applicable for special consideration. The filing also notes that Chen sold 1514 common shares on 11/18/2025, generating gross proceeds of 266265.06 over the prior three months.

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	896	98614.30	40013533	02/17/2026	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	02/15/2026	Restricted Stock	Issuer			896	02/15/2026	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

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	11/18/2025	1514	266265.06

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 this Form 144 filing mean for Duolingo (DUOL)?

The filing shows stockholder Stephen Chen plans to sell 896 Duolingo common shares under Rule 144. It is a notice of a potential resale of restricted or control securities and does not by itself change Duolingo’s operations or capital structure.

How many Duolingo (DUOL) shares is Stephen Chen planning to sell?

Stephen Chen plans to sell 896 Duolingo common shares. The filing lists these shares with an aggregate market value of 98614.30 and notes that 40013533 Duolingo shares were outstanding at the time the notice was prepared.

When and where are the planned Duolingo (DUOL) shares expected to be sold?

The notice lists an approximate sale date of 02/17/2026 for the 896 Duolingo shares. The shares are expected to be sold on NASDAQ, with Morgan Stanley Smith Barney LLC Executive Financial Services acting as the broker for the transaction.

How did Stephen Chen acquire the Duolingo (DUOL) shares he plans to sell?

The 896 Duolingo shares were acquired on 02/15/2026 as restricted stock from the issuer. The filing lists 02/15/2026 as the date of payment and describes the nature of payment as not applicable, indicating no special non-cash consideration was detailed.

Has Stephen Chen sold other Duolingo (DUOL) shares recently?

Yes. Over the past three months before this notice, Stephen Chen sold 1514 Duolingo common shares on 11/18/2025. Those sales generated gross proceeds of 266265.06, as disclosed in the section covering prior three-month transactions.

Which broker is handling Stephen Chen’s planned Duolingo (DUOL) share sale?

Morgan Stanley Smith Barney LLC Executive Financial Services is listed as the broker for the proposed sale. The broker’s address is given as 1 New York Plaza, 8th Floor, New York, NY 10004, and the planned trading venue for the shares is NASDAQ.