DUOL Form 4: Stephen Chen Sells 1,515 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Duolingo General Counsel Stephen C. Chen reported a sale of Class A common stock. Mr. Chen sold 1,515 shares at $321.36 per share on 08/26/2025 under a Rule 10b5-1 trading plan adopted May 27, 2025. After the sale he beneficially owned 32,638 shares, reported in a Form 4 signed on 08/28/2025. The filing identifies Mr. Chen as an officer (General Counsel) and notes the transaction was executed pursuant to his pre-established trading plan.

Positive

• Sale executed under a Rule 10b5-1 plan, which supports that the transaction was pre-scheduled and compliant with insider trading rules
• Timely Form 4 filing with signature dated 08/28/2025 documenting the transaction and remaining beneficial ownership

Negative

• Insider ownership decreased by 1,515 Class A shares following the sale
• Filing provides no context on whether additional planned sales remain under the 10b5-1 arrangement

Insights

Corporate Governance Expert

TL;DR: Routine insider sale under a documented 10b5-1 plan, indicating pre-scheduled disposition rather than ad-hoc trading.

The Form 4 shows a disposition of 1,515 Class A shares by the company's General Counsel executed under a 10b5-1 plan adopted May 27, 2025. Because the sale is tied to a written plan and was timely reported, it aligns with standard governance practices to avoid appearance of opportunistic insider trading. The filing does not disclose any new material non-public information or other transactions.

Securities Analyst

TL;DR: Small-scale insider sale with limited immediate impact on capitalization or control.

The reported sale of 1,515 shares at $321.36 reduces the reporting person’s holdings to 32,638 shares. This quantity is modest relative to typical public float sizes for large-cap issuers and is executed under a pre-arranged plan, suggesting limited market- or valuation-signaling. No derivative transactions or additional dispositions 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
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 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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025		S(1)		1,515	D	$321.36	32,638	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 May 27, 2025.

Remarks:

	/s/ Stephen C. Chen	08/28/2025
	** 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 Duolingo (DUOL) insider Stephen C. Chen report?

Mr. Chen reported selling 1,515 shares of Class A common stock at $321.36 per share on 08/26/2025, filed on Form 4 dated 08/28/2025.

Was the sale by Stephen C. Chen part of a trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on May 27, 2025, as stated in the Form 4.

How many Duolingo shares does Stephen C. Chen own after the sale?

32,638 shares. The Form 4 reports beneficial ownership of 32,638 Class A shares following the reported transaction.

What position does the reporting person hold at Duolingo?

General Counsel (Officer). The filing lists Stephen C. Chen as an officer and General Counsel of Duolingo, Inc.

Does the Form 4 show any derivative transactions or other holdings changes?

No. The filing reports only a non-derivative sale of Class A common stock; no derivative securities are reported.