Duolingo counsel sells 8,072 shares in plan

Duolingo’s general counsel disclosed 8,072 Class A share sales under a pre-arranged Rule 10b5-1 trading plan.

Rhea-AI Filing Summary

Duolingo, Inc. reported that its General Counsel, Stephen C. Chen, sold a total of 8,072 shares of Class A Common Stock on September 14, 2026. The sales were executed in two tranches at per-share prices of $147.43 and $150.00, and were effected pursuant to a Rule 10b5-1 trading plan adopted on June 14, 2026.

Insider Trade Summary 10b5-1

Net Seller: 8,072 shares

Net Sell 2 txns

Insider Chen Stephen C.

Role General Counsel

Sold 8,072 shs ($1.21M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1	2,107	$147.43	$311K
Sale	Class A Common Stock F1	5,965	$150.00	$895K

Holdings After Transaction: Class A Common Stock — 43,769 shares (Direct)

Footnotes (1)

1. F1. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 14, 2026.

Key Figures

Shares sold (first tranche): 2,107 shares Shares sold (second tranche): 5,965 shares Total shares sold: 8,072 shares +3 more

6 metrics

Shares sold (first tranche) 2,107 shares Class A Common Stock sold on September 14, 2026 at $147.43 per share

Shares sold (second tranche) 5,965 shares Class A Common Stock sold on September 14, 2026 at $150.00 per share

Total shares sold 8,072 shares Aggregate of reported Class A Common Stock sales on September 14, 2026

Rule 10b5-1 plan adoption date June 14, 2026 Date the trading plan governing these sales was adopted

Sale price (first tranche) $147.43 per share Price for 2,107 shares of Class A Common Stock sold

Sale price (second tranche) $150.00 per share Price for 5,965 shares of Class A Common Stock sold

Key Terms

Rule 10b5-1 trading plan, Class A Common Stock

2 terms

Rule 10b5-1 trading plan regulatory

"The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 14, 2026."

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.

Class A Common Stock financial

"Class A Common Stock sold on September 14, 2026 at stated per-share prices."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who is the insider trading Duolingo (DUOL) stock in this Form 4?

The Form 4 reports transactions by Stephen C. Chen, who serves as General Counsel of Duolingo, Inc. He is identified as an officer and not as a director or ten percent owner in this filing.

How many Duolingo (DUOL) shares did the insider sell in this Form 4?

The insider sold a total of 8,072 shares of Duolingo Class A Common Stock on September 14, 2026, according to the filing’s transaction summary.

At what prices were the Duolingo (DUOL) shares sold in this Form 4?

The filing shows two sale prices: $147.43 per share for 2,107 shares and $150.00 per share for 5,965 shares, all in Class A Common Stock.

Were the Duolingo (DUOL) insider sales made under a Rule 10b5-1 plan?

Yes. A footnote states that the sales were effected pursuant to the reporting person’s Rule 10b5-1 trading plan adopted on June 14, 2026.

Does the Form 4 state how many Duolingo (DUOL) shares the insider owns after these sales?

No. For each reported transaction, the field for shares held following the transaction is left blank, so the filing does not state the insider’s post-transaction holdings.

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

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Available on EDGAR 09/15/2026 - 06:51 PM Accepted by SEC EDGAR 09/15/2026 - 06:51 PM Learn about SEC filing dates

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
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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/14/2026		S(1)		2,107	D	$147.43	49,734	D
Class A Common Stock	09/14/2026		S(1)		5,965	D	$150	43,769	D

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. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 14, 2026.

Remarks:

	/s/ Stephen C. Chen	09/15/2026
	** 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.
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)