DUOL insider sale: Chief Engineering Officer disposes 2,533 shares for RSU taxes

Rhea-AI Filing Summary

Natalie Glance, Chief Engineering Officer of Duolingo, sold 2,533 shares of Class A common stock on 08/15/2025 at $329.03 per share to satisfy tax withholding tied to the vesting of restricted stock units (RSUs). After the transaction she beneficially owned 122,112 shares directly and 130 shares indirectly (held by her son). The filing was submitted via attorney-in-fact Stephen Chen on 08/18/2025. This disclosure documents a routine, non-discretionary sale to cover tax obligations arising from equity compensation.

Positive

• Transaction was explicitly for tax withholding related to RSU vesting, indicating compliance with compensation tax obligations

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider share sale to cover RSU tax withholding; no governance red flags evident.

The Form 4 shows a standard disposition of 2,533 shares executed to satisfy tax withholding upon RSU vesting. The filing identifies the reporting person as the Chief Engineering Officer and discloses both direct and limited indirect ownership (130 shares held by her son). There is no indication of accelerated sales, secondary transactions, or coordinated group filings. From a governance perspective this appears to be a compliance-driven disclosure without material corporate governance implications.

Securities Analyst

TL;DR: Small, routine insider sale for tax purposes; unlikely to affect valuation or signal management view on stock.

The transaction is coded as a sale of 2,533 shares at $329.03 to satisfy tax withholding for vested RSUs. Reported post-transaction direct beneficial ownership is 122,112 shares. The size of the sale relative to total holdings disclosed here is modest, and the stated purpose (tax withholding) reduces the likelihood this reflects a change in conviction about company prospects. No additional derivative activity or large disposals are reported.

SEC Form 4

FORM 4

UNITED 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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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 PA 15206

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Engineering Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/15/2025		S		2,533(1)	D	$329.03	122,112	D
Class A Common Stock								130	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 ("RSUs") and delivery of shares.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Natalie Glance	08/18/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did Natalie Glance report on the Duolingo (DUOL) Form 4?

The filing reports a sale of 2,533 shares of Class A common stock on 08/15/2025 at $329.03 per share to satisfy tax withholding from RSU vesting.

How many Duolingo shares does Natalie Glance own after the reported transaction?

After the sale she beneficially owns 122,112 shares directly and 130 shares indirectly (held by her son).

Why were the shares sold according to the Form 4?

The filing explains the shares were automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units.

When was the Form 4 signed and who signed it?

The Form 4 was signed by Stephen Chen as Attorney-in-Fact for Natalie Glance on 08/18/2025.

Does the Form 4 show any derivative transactions for Natalie Glance?

No. The filing includes only a non-derivative sale of Class A common stock and does not report any derivative securities activity.