DUOL Form 144: 40,000-share sale via Morgan Stanley valued at $12.9M

Rhea-AI Filing Summary

Duolingo, Inc. notice records a proposed sale of 40,000 common shares by an insider via Morgan Stanley Smith Barney, with an aggregate market value of $12,905,200 and an approximate sale date of 10/06/2025 on NASDAQ. The securities were acquired the same day by exercise of stock options and paid in cash. The filing also discloses six prior 10b5-1 plan sales by the same person, each for 10,000 shares between 07/07/2025 and 09/19/2025, producing gross proceeds ranging from $2,685,462 to $3,928,885. The signer represents they have no undisclosed material adverse information and, where applicable, relies on a written trading plan or instructions that satisfy Rule 10b5-1.

Positive

• Transparency: The filer disclosed planned sale details including broker, share count, market value, and acquisition method
• Use of 10b5-1 plans: Prior sales are identified as 10b5-1 transactions, which indicates pre‑arranged trading plans for compliance

Negative

• Insider selling: A proposed disposition of 40,000 shares valued at $12,905,200 could represent meaningful insider liquidity
• Recent concentrated sales: Six prior 10b5-1 sales of 10,000 shares each between 07/07/2025 and 09/19/2025 show a pattern of staged sell‑downs

Insights

Insider Transactions Analyst

TL;DR: Insider exercised options and plans a sizeable sale of 40,000 shares totaling about $12.9M; prior 10b5-1 sales show a pattern of staged dispositions.

The filing shows a same-day option exercise and a planned sale of 40,000 common shares via Morgan Stanley with an aggregate market value of $12,905,200, indicating the insider crystallized value rather than an open-market gift or transfer. The record also lists six prior 10b5-1 plan sales of 10,000 shares each between 07/07/2025 and 09/19/2025, with gross proceeds reported per trade.

Reliance on a trading plan is relevant to compliance and timing; investors can note the concentrated sale size and the recent cadence of dispositions over several months. Watch for filing updates showing actual execution details and remaining insider holdings as near-term indicators of further dilution or insider liquidity.

FAQ

What does Duolingo (DUOL) Form 144 disclose about the planned sale?

The filing reports a proposed sale of 40,000 common shares via Morgan Stanley with an aggregate market value of $12,905,200 and an approximate sale date of 10/06/2025.

How were the 40,000 shares acquired according to the filing?

The shares were acquired on 10/06/2025 through the exercise of stock options, with payment made in cash.

Has the insider sold shares recently under a trading plan?

Yes. The filing lists six prior 10b5-1 sales by the same person of 10,000 shares each between 07/07/2025 and 09/19/2025, with gross proceeds shown for each trade.

Which broker is handling the proposed sale?

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

Does the filer assert compliance with insider trading rules?

Yes. The signer represents they do not possess undisclosed material adverse information and, where applicable, that a written trading plan or instruction satisfies Rule 10b5-1.

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

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Accepted by SEC EDGAR 10/06/2025 - 04:18 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	0001870272
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	SEVERIN HACKER
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	40000	12905200.00	39694545	10/06/2025	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	10/06/2025	Exercise of Stock Options	Issuer			40000	10/06/2025	Cash

* 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
10b5-1 Sales for SEVERIN HACKER 5900 Penn Avenue Pittsburgh PA 15206	Common	09/19/2025	10000	2889373.00
10b5-1 Sales for SEVERIN HACKER 5900 Penn Avenue Pittsburgh PA 15206	Common	09/05/2025	10000	2685462.00
10b5-1 Sales for SEVERIN HACKER 5900 Penn Avenue Pittsburgh PA 15206	Common	08/19/2025	10000	3445587.00
10b5-1 Sales for SEVERIN HACKER 5900 Penn Avenue Pittsburgh PA 15206	Common	08/05/2025	10000	3444076.00
10b5-1 Sales for SEVERIN HACKER 5900 Penn Avenue Pittsburgh PA 15206	Common	07/21/2025	10000	3603336.00
10b5-1 Sales for SEVERIN HACKER 5900 Penn Avenue Pittsburgh PA 15206	Common	07/07/2025	10000	3928885.00

144: Remarks and Signature

Remarks	The securities to be sold were and will be received upon the exercise of stock options over the next three months. The dates of acquisition and payment were and will be the dates of exercise/sale.
Date of Notice	10/06/2025
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	09/11/2024
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/ Severin Hacker
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)