Duolingo (NASDAQ: DUOL) general counsel exercises 648 stock options

Rhea-AI Filing Summary

Duolingo, Inc.’s General Counsel Stephen C. Chen exercised stock options to acquire 648 shares of Class A Common Stock on May 12, 2026. The options had an exercise price of $14.42 per share. After this transaction, Chen directly holds 31,193 Class A shares.

The exercised options related to a fully vested grant, and 58 stock options remain outstanding and exercisable under the same award, which is scheduled to expire on March 10, 2030. No open-market purchases or sales were reported in this filing.

Insider Trade Summary

648 shares exercised/converted

Mixed 2 txns

Insider Chen Stephen C.

Role General Counsel

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	648	$0.00	--
Exercise	Class A Common Stock	648	$14.42	$9K

Holdings After Transaction: Stock Option (Right to Buy) — 58 shares (Direct, null); Class A Common Stock — 31,193 shares (Direct, null)

Footnotes (1)

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Key Figures

Options exercised: 648 shares Exercise price: $14.42 per share Shares held after: 31,193 shares +2 more

5 metrics

Options exercised 648 shares Class A Common Stock acquired on May 12, 2026

Exercise price $14.42 per share Strike price of exercised stock options

Shares held after 31,193 shares Direct Class A Common Stock holdings post-transaction

Remaining options 58 options Stock options remaining after exercise under same award

Option expiration March 10, 2030 Expiration date of the option award

Key Terms

Form 4, Class A Common Stock, stock option, exercise price, +1 more

5 terms

Form 4 regulatory

"This Form 4 reports an exercise of stock options by an officer."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Class A Common Stock financial

"The transaction involved 648 shares of Class A Common Stock."

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.

stock option financial

"The filing describes a stock option (right to buy) being exercised."

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

exercise price financial

"The options carried an exercise price of $14.42 per share."

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

fully vested and exercisable financial

"The shares subject to the option are fully vested and exercisable."

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
05/12/2026

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	05/12/2026		M		648	A	$14.42	31,193	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
Stock Option (Right to Buy)	$14.42	05/12/2026		M			648	(1)	03/10/2030	Class A Common Stock	648	$0	58	D

Explanation of Responses:

1. The shares subject to the option are fully vested and exercisable.

Remarks:

	/s/ Stephen C. Chen	05/13/2026
	** 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)

FAQ

What insider transaction did Duolingo (DUOL) report for Stephen C. Chen?

Duolingo reported that General Counsel Stephen C. Chen exercised stock options to acquire 648 shares of Class A Common Stock. The exercise occurred on May 12, 2026, using options with a $14.42 exercise price per share, and did not involve any open-market sale.

At what price did Stephen C. Chen exercise Duolingo (DUOL) stock options?

Stephen C. Chen exercised Duolingo stock options at an exercise price of $14.42 per share. These options were fully vested and exercisable, and the exercise converted 648 option units into 648 shares of Class A Common Stock on May 12, 2026.

How many Duolingo (DUOL) shares does Stephen C. Chen hold after this Form 4?

Following the reported option exercise, Stephen C. Chen directly holds 31,193 shares of Duolingo Class A Common Stock. This figure reflects his position after acquiring 648 shares through the option exercise reported in the Form 4 dated May 12, 2026.

How many Duolingo (DUOL) options remain after Stephen C. Chen’s exercise?

After exercising 648 stock options, Stephen C. Chen has 58 stock options remaining under the same award. These remaining options are fully vested and exercisable and are scheduled to expire on March 10, 2030, according to the Form 4 disclosure.

Did Stephen C. Chen sell any Duolingo (DUOL) shares in this Form 4?

No shares were reported sold in this Form 4. The filing shows only an exercise of 648 stock options into Class A Common Stock, with no sale transaction codes or tax-withholding dispositions reported for Stephen C. Chen on May 12, 2026.

What is the expiration date of the Duolingo (DUOL) options exercised by Stephen C. Chen?

The stock options exercised by Stephen C. Chen are part of an award scheduled to expire on March 10, 2030. The Form 4 notes that the options were fully vested and exercisable at the time of the May 12, 2026 exercise of 648 option units.