Duolingo director sells 10,000 shares in plan

A Duolingo director disclosed pre-planned open-market sales totaling 10,000 Class A shares under a Rule 10b5-1 plan.

Available on EDGAR 09/10/2026 - 04:23 PM EDT Accepted by SEC EDGAR 09/10/2026 - 04:23 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) director William B Gordon reported selling 10,000 shares of Class A Common Stock on September 8, 2026 in multiple open-market transactions at weighted-average prices between about $143 and $152 per share. The sales were made under a Rule 10b5-1 trading plan adopted on June 9, 2026.

Insider Trade Summary 10b5-1

Net Seller: 10,000 shares

Net Sell 6 txns

Insider GORDON WILLIAM B

Role Director

Sold 10,000 shs ($1.46M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	800	$143.8345	$115K
Sale	Class A Common Stock F1, F3	2,742	$144.587	$396K
Sale	Class A Common Stock F1, F4	3,483	$145.9081	$508K
Sale	Class A Common Stock F1, F5	2,675	$146.5846	$392K
Sale	Class A Common Stock F1, F6	200	$148.675	$30K
Sale	Class A Common Stock F1	100	$151.64	$15K

Holdings After Transaction: Class A Common Stock — 68,415 shares (Direct)

Footnotes (6)

1. F1. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 9, 2026.
2. F2. 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 $143.24 to $144.22, 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.
3. F3. 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 $144.25 to $145.21, 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. F4. 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 $145.25 to $146.24, 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. F5. 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 $146.25 to $147.16, 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. F6. 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 $148.19 to $149.16, 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.

Key Figures

Total shares sold: 10,000 shares Shares sold in largest tranche: 3,483 shares Weighted-average sale price example: $143.83 per share +4 more

7 metrics

Total shares sold 10,000 shares Aggregate Class A Common Stock sales reported for September 8, 2026

Shares sold in largest tranche 3,483 shares One of six reported sale blocks on September 8, 2026

Weighted-average sale price example $143.83 per share 800-share sale block on September 8, 2026

Highest reported weighted-average sale price $151.64 per share 100-share sale block on September 8, 2026

Lowest price range cited in footnotes $143.24–$144.22 per share Price range for one group of sales on September 8, 2026

Highest price range cited in footnotes $148.19–$149.16 per share Price range for another group of sales on September 8, 2026

Rule 10b5-1 plan adoption date June 9, 2026 Plan under which the reported sales were effected

Key Terms

Rule 10b5-1 trading plan, weighted average sale price, Class A Common Stock

3 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 9, 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.

weighted average sale price financial

"The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales."

Class A Common Stock financial

"security title Class A Common Stock for each non-derivative sale reported."

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.

What insider transaction did Duolingo (DUOL) disclose in this Form 4?

The filing reports that director William B Gordon sold a total of 10,000 shares of Duolingo Class A Common Stock in multiple open-market transactions on September 8, 2026.

How many Duolingo (DUOL) shares did the director sell and on what date?

William B Gordon sold an aggregate of 10,000 Class A shares of Duolingo on September 8, 2026, reported across six separate sale entries.

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

The weighted-average prices per share ranged from about $143.83 to $151.64, with detailed footnotes stating transaction price ranges between $143.24 and $149.16 for different sale groups.

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

Yes. A footnote states the sale was effected pursuant to William B Gordon’s Rule 10b5-1 trading plan that was adopted on June 9, 2026.

Does the Form 4 show whether the Duolingo (DUOL) director still holds shares after these sales?

The individual transaction rows do not state a post-transaction share balance for William B Gordon, so the remaining holdings are not quantified in this filing.

How were the Duolingo (DUOL) sale prices calculated according to the Form 4 footnotes?

Each reported price per share is described as a weighted average sale price calculated by the executing broker, with shares sold in multiple transactions within specified price ranges for each sale group.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

GORDON WILLIAM B

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026

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	09/08/2026		S(1)		800	D	$143.8345(2)	77,615	D
Class A Common Stock	09/08/2026		S(1)		2,742	D	$144.587(3)	74,873	D
Class A Common Stock	09/08/2026		S(1)		3,483	D	$145.9081(4)	71,390	D
Class A Common Stock	09/08/2026		S(1)		2,675	D	$146.5846(5)	68,715	D
Class A Common Stock	09/08/2026		S(1)		200	D	$148.675(6)	68,515	D
Class A Common Stock	09/08/2026		S(1)		100	D	$151.64	68,415	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 9, 2026.

2. 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 $143.24 to $144.22, 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.

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 $144.25 to $145.21, 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 $145.25 to $146.24, 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 $146.25 to $147.16, 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 $148.19 to $149.16, 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 William B. Gordon	09/10/2026
	** 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)