Duolingo (NASDAQ: DUOL) CBO sells shares to cover RSU taxes

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) reports that Chief Business Officer Robert Meese sold 1,354 shares of Class A common stock on 2026-08-17 at $129.13 per share. According to a footnote, these shares were automatically sold to satisfy tax withholding obligations related to vesting restricted stock units. After this sale, Meese directly holds 169,391 shares of Class A common stock and also has indirect ownership interests through two qualified minor’s trusts.

Insider Trade Summary

Net Seller: 1,354 shares

Net Sell 3 txns

Insider Meese Robert

Role Chief Business Officer

Sold 1,354 shs ($175K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1	1,354	$129.13	$175K
holding	Class A Common Stock F2	--	--	--
holding	Class A Common Stock F3	--	--	--

Holdings After Transaction: Class A Common Stock — 169,391 shares (Direct); Class A Common Stock — 3,600 shares (Indirect, See footnote)

Footnotes (3)

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. Shares held by Eliot Meese Qualified Minor's Trust.
3. F3. Shares held by Isaac Meese Qualified Minor's Trust.

Key Figures

Shares sold: 1,354 shares Sale price per share: $129.13 per share Direct holdings after transaction: 169,391 shares

3 metrics

Shares sold 1,354 shares Class A Common Stock sold on 2026-08-17

Sale price per share $129.13 per share Price for the 1,354 Class A shares sold

Direct holdings after transaction 169,391 shares Class A Common Stock directly held by Robert Meese following the sale

Key Terms

restricted stock units, tax withholding obligations, Qualified Minor's Trust, indirect ownership

4 terms

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

"shares automatically sold to satisfy tax withholding obligations in connection with the vesting"

Qualified Minor's Trust financial

"Shares held by Eliot Meese Qualified Minor's Trust"

indirect ownership financial

"direct_or_indirect: "I", nature_of_ownership: "See footnote""

FAQ

What insider transaction did DUOL executive Robert Meese report on this Form 4?

Robert Meese reported a sale of 1,354 Duolingo (DUOL) Class A shares on 2026-08-17 at $129.13 per share. A footnote states the shares were automatically sold to cover tax withholding from vesting restricted stock units.

Was the Duolingo (DUOL) insider sale by Robert Meese part of tax withholding?

Yes. The Form 4 states the 1,354 shares sold on 2026-08-17 were automatically sold to satisfy tax withholding obligations arising from the vesting of restricted stock units and related share delivery.

How many Duolingo (DUOL) shares does Robert Meese hold after this transaction?

After the transaction, Robert Meese directly holds 169,391 shares of Duolingo Class A common stock. He also has indirect holdings through the Eliot Meese Qualified Minor’s Trust and the Isaac Meese Qualified Minor’s Trust, as noted in the filing footnotes.

Is the reported Duolingo (DUOL) insider sale under a Rule 10b5-1 trading plan?

No. The Form 4’s Rule 10b5-1 checkbox is not marked as affirmative, and there is no footnote indicating the sale was made under a Rule 10b5-1 trading plan or pre-arranged trading arrangement.

What type of security did Robert Meese trade in this Duolingo (DUOL) Form 4?

The transaction involves Class A common stock of Duolingo, Inc. Meese sold 1,354 shares at $129.13 per share, with the filing explaining the sale was to cover tax withholding related to RSU vesting.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/19/2026 - 05:16 PM Accepted by SEC EDGAR 08/19/2026 - 05:16 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).

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^*

Meese Robert

(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)
	Chief Business 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)

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	08/17/2026		S(1)		1,354	D	$129.13	169,391	D
Class A Common Stock								1,800	I	See footnote(2)
Class A Common Stock								1,800	I	See footnote(3)

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 and delivery of shares.

2. Shares held by Eliot Meese Qualified Minor's Trust.

3. Shares held by Isaac Meese Qualified Minor's Trust.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Robert Meese	08/19/2026
	** 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.
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)