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Duolingo (DUOL) engineering chief logs tax and 10b5-1 stock sales

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

Rhea-AI Filing Summary

Duolingo, Inc. (symbol DUOL) reported that Chief Engineering Officer Natalie Glance disclosed several transactions in Duolingo Class A Common Stock. On August 17, 2026, 2,751 shares were automatically sold to satisfy tax withholding obligations upon vesting of restricted stock units. On August 18, 2026, she sold 502 shares at a weighted average price of $137.0094 and 1,037 shares at a weighted average price of $138.1870, both effected pursuant to her Rule 10b5-1 trading plan adopted on September 15, 2025. A separate entry reflects indirect ownership of 130 shares held "By son."

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Insider Glance Natalie
Role Chief Engineering Officer
Sold 4,290 shs ($567K)
Type Security Shares Price Value
Sale Class A Common Stock F2, F3 502 $137.0094 $69K
Sale Class A Common Stock F2, F4 1,037 $138.187 $143K
Sale Class A Common Stock F1 2,751 $129.13 $355K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 169,111 shares (Direct); Class A Common Stock — 130 shares (Indirect, By son)
Footnotes (4)
  1. F1. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of restricted stock units and delivery of shares.
  2. F2. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 15, 2025.
  3. F3. 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 $136.68 to $137.61, 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.
  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 $137.72 to $138.59, 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.
Shares sold for tax withholding 2,751 shares Class A Common Stock sold on August 17, 2026 to satisfy RSU tax obligations
Shares sold under 10b5-1 plan (lot 1) 502 shares Class A Common Stock sold on August 18, 2026 at $137.0094 weighted average
Shares sold under 10b5-1 plan (lot 2) 1,037 shares Class A Common Stock sold on August 18, 2026 at $138.1870 weighted average
Total shares sold 4,290 shares Aggregate net shares sold across reported transactions in August 2026
Indirect holdings by son 130 shares Class A Common Stock held indirectly as of August 17, 2026
Rule 10b5-1 trading plan regulatory
"The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan"
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"
restricted stock units financial
"in connection with the vesting of restricted stock units and delivery of shares"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligations financial
"sold to satisfy tax withholding obligations in connection with the vesting"

FAQ

What insider transactions did Duolingo (DUOL) report for Natalie Glance?
Natalie Glance reported 4,290 shares of Duolingo Class A Common Stock sold in August 2026, including 2,751 shares sold to cover tax withholding on vested RSUs and additional sales under a Rule 10b5-1 plan.

Were Duolingo (DUOL) insider sales by Natalie Glance under a Rule 10b5-1 plan?
Yes. Sales of 502 and 1,037 shares on August 18, 2026 were effected under Natalie Glance’s Rule 10b5-1 trading plan adopted on September 15, 2025, indicating the trades were pre-arranged rather than opportunistic.

What prices did Natalie Glance receive for her August 2026 Duolingo (DUOL) stock sales?
She reported weighted average prices of $129.13 for 2,751 shares on August 17, 2026, $137.0094 for 502 shares, and $138.1870 for 1,037 shares on August 18, 2026, with actual sale prices falling within specified ranges.

How many Duolingo (DUOL) shares did Natalie Glance sell to cover taxes on RSU vesting?
On August 17, 2026, 2,751 shares were automatically sold to satisfy tax withholding obligations related to vesting restricted stock units, meaning these sales were tied to compensation-related tax requirements rather than discretionary portfolio changes.

Does Natalie Glance report any indirect Duolingo (DUOL) share ownership?
Yes. A holding entry shows 130 shares of Duolingo Class A Common Stock held indirectly "By son." This reflects shares attributed to her through a related person rather than directly in her own name.

What is the total number of Duolingo (DUOL) shares involved in Natalie Glance’s reported August 2026 sales?
The Form 4 transaction summary reports 4,290 shares sold in total across three transactions in August 2026, combining tax-withholding related sales and open-market or private transactions under a Rule 10b5-1 plan.

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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*
Glance Natalie
(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)
Chief Engineering Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026		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 Stock08/17/2026S(1)2,751D$129.13170,650D
Class A Common Stock08/18/2026S(2)502D$137.0094(3)170,148D
Class A Common Stock08/18/2026S(2)1,037D$138.187(4)169,111D
Class A Common Stock130IBy son
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. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of restricted stock units and delivery of shares.
2. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 15, 2025.
3. 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 $136.68 to $137.61, 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.
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 $137.72 to $138.59, 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 Chen, as Attorney-in-Fact for Natalie Glance08/19/2026
** 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