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  4. [Form 4] Duolingo, Inc. Insider Trading Activity

Duolingo (NASDAQ: DUOL) GC granted 24,411 RSUs and sells 2,797 shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Duolingo, Inc. General Counsel Stephen C. Chen reported a mix of equity awards and share sales. On May 15, 2026, he received 24,411 Restricted Stock Units (RSUs), each convertible into one share of Class A Common Stock, with 1/16 of the RSUs vesting on each quarterly anniversary of May 15, 2026.

Also on May 15, 2026, 820 shares were sold at $112.16 per share to satisfy tax withholding obligations tied to RSU vesting. On May 18, 2026, he executed additional open-market sales of 1,277 shares at $113.2714 and 700 shares at $114.2216, effected under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, he directly holds 52,807 shares of Duolingo Class A Common Stock.

Positive

  • None.

Negative

  • None.
Insider Chen Stephen C.
Role General Counsel
Sold 2,797 shs ($317K)
Type Security Shares Price Value
Sale Class A Common Stock 1,277 $113.2714 $145K
Sale Class A Common Stock 700 $114.2216 $80K
Grant/Award Class A Common Stock 24,411 $112.06 $2.74M
Sale Class A Common Stock 820 $112.16 $92K
Holdings After Transaction: Class A Common Stock — 52,807 shares (Direct)
Footnotes (5)
  1. F1. Constitute Restricted Stock Units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs shall vest on each quarterly anniversary of May 15, 2026.
  2. F2. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of RSUs and delivery of shares.
  3. F3. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.
  4. F4. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $112.82 to $113.68, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
  5. F5. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $113.82 to $114.66, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
RSU grant 24,411 RSUs Grant of Restricted Stock Units on May 15, 2026
Tax-withholding sale 820 shares at $112.16 Shares sold May 15, 2026 to cover RSU taxes
Open-market sale 1,277 shares at $113.2714 Class A Common Stock sold May 18, 2026
Open-market sale 700 shares at $114.2216 Class A Common Stock sold May 18, 2026
Total shares sold 2,797 shares Net shares sold across three transactions
Post-transaction holdings 52,807 shares Direct Class A holdings after latest sale
RSU vesting schedule 1/16 quarterly Vests each quarterly anniversary of May 15, 2026
Restricted Stock Units ("RSUs") financial
"Constitute Restricted Stock Units ("RSUs") for which the Reporting Person is entitled to receive one (1) share..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Rule 10b5-1 trading plan regulatory
"The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average sale price financial
"The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales."
tax withholding obligations financial
"Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of RSUs and delivery of shares."

FAQ

What did Duolingo (DUOL) General Counsel Stephen Chen receive in this Form 4 filing?
Stephen Chen received 24,411 Restricted Stock Units (RSUs), each equal to one Duolingo Class A share upon vesting. The RSUs vest in 1/16 increments each quarter starting on May 15, 2026, providing ongoing equity-based compensation over time.

How many Duolingo (DUOL) shares did Stephen Chen sell in this Form 4?
Stephen Chen reported sales of 2,797 Duolingo Class A shares. This includes 820 shares sold at $112.16, 1,277 shares at $113.2714, and 700 shares at $114.2216, as disclosed in the Form 4 transactions table.

Were any Duolingo (DUOL) shares sold only to cover taxes on Stephen Chen’s RSUs?
Yes. A block of 820 shares was sold at $112.16 to satisfy tax withholding obligations arising from the vesting of RSUs. This tax-related sale is mechanistic and does not represent a discretionary open-market sell decision.

Did Stephen Chen’s Duolingo (DUOL) share sales occur under a Rule 10b5-1 plan?
Yes. The filing states that certain sales were made under a Rule 10b5-1 trading plan adopted on May 27, 2025. Such pre-arranged plans schedule trades in advance and typically reduce the significance of trade timing as a market signal.

How many Duolingo (DUOL) shares does Stephen Chen hold after these transactions?
After the reported grant and subsequent sales, Stephen Chen directly holds 52,807 shares of Duolingo Class A Common Stock. This post-transaction balance is disclosed in the Form 4 table as the total shares following the latest reported sale.

How do Stephen Chen’s RSUs in Duolingo (DUOL) vest over time?
The 24,411 RSUs vest in 1/16 installments on each quarterly anniversary of May 15, 2026. Upon each vesting date, Chen becomes entitled to receive an equivalent number of Duolingo Class A shares, subject to the plan’s standard conditions.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Chen Stephen C.
(Last)(First)(Middle)
C/O DUOLINGO, INC.
5900 PENN AVENUE
(Street)
PITTSBURGH PENNSYLVANIA 15206
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock05/15/2026A24,411(1)A$112.0655,604D
Class A Common Stock05/15/2026S820(2)D$112.1654,784D
Class A Common Stock05/18/2026S1,277(3)D$113.2714(4)53,507D
Class A Common Stock05/18/2026S700(3)D$114.2216(5)52,807D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Constitute Restricted Stock Units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs shall vest on each quarterly anniversary of May 15, 2026.
2. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of RSUs and delivery of shares.
3. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.
4. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $112.82 to $113.68, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
5. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $113.82 to $114.66, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
Remarks:
/s/ Stephen C. Chen05/19/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR