Duolingo (DUOL) engineering chief reports sale of 5,286 shares

Rhea-AI Filing Summary

Duolingo, Inc. Chief Engineering Officer Natalie Glance reported open-market sales of 5,286 shares of Class A common stock on February 17–18, 2026, at prices around the reported trade prices. Some of the shares were automatically sold to cover tax withholding on vested RSUs. After these transactions, she holds 115,380 shares directly and 130 shares indirectly through her son.

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

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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).

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 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)
02/17/2026

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	02/17/2026		S(1)		1,741	D	$110.06	118,925	D
Class A Common Stock	02/18/2026		S(2)		1,499	D	$112.296(3)	117,426	D
Class A Common Stock	02/18/2026		S(2)		166	D	$113.5452(4)	117,260	D
Class A Common Stock	02/18/2026		S(2)		1,520	D	$114.2887(5)	115,740	D
Class A Common Stock	02/18/2026		S(2)		360	D	$115.2886(6)	115,380	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.

2. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on November 14, 2024.

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 $111.87 to $112.86, 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 $112.87 to $113.77, 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 $113.88 to $114.87, 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.

6. 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 $114.92 to $115.57, 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 Glance	02/19/2026
	** 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.
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FAQ

What did Duolingo (DUOL) executive Natalie Glance report in this Form 4 filing?

Natalie Glance, Duolingo’s Chief Engineering Officer, reported selling 5,286 shares of Class A common stock in open-market transactions. The sales occurred over two days in February 2026 and were partly related to tax withholding on vested restricted stock units.

How many Duolingo (DUOL) shares did Natalie Glance sell and at what prices?

She sold a total of 5,286 Class A common shares across several trades. Reported per-share prices in the filing range from $110.0600 to $115.2886, with some trades reported as weighted-average prices executed in multiple individual transactions within specified price ranges.

Why were some of Natalie Glance’s Duolingo (DUOL) shares sold according to the filing footnotes?

The filing states that certain shares were automatically sold to satisfy tax withholding obligations tied to the vesting of restricted stock units and delivery of shares. This means part of the reported sales were made specifically to cover associated tax liabilities.

Was Natalie Glance’s Duolingo (DUOL) stock sale under a Rule 10b5-1 trading plan?

Yes. The filing notes that at least part of the sale activity was executed under a pre-arranged Rule 10b5-1 trading plan adopted on November 14, 2024. Such plans allow insiders to schedule trades in advance under predetermined conditions.

How many Duolingo (DUOL) shares does Natalie Glance own after these transactions?

After the reported transactions, she directly owns 115,380 shares of Duolingo Class A common stock. The filing also shows indirect ownership of 130 additional shares, held through her son, reflecting a separate indirect ownership line item.

Does the Form 4 show any indirect Duolingo (DUOL) holdings for Natalie Glance?

Yes. In addition to her direct holdings, the Form 4 discloses 130 Class A common shares held indirectly, noted as held "By son." This separate entry is classified as indirect ownership in the filing’s ownership details.