DUOL Form 4: Stephen C. Chen Reports 750-Share Gift, Retains 35,435 Shares

Rhea-AI Filing Summary

Stephen C. Chen, General Counsel of Duolingo, Inc. (DUOL), reported a non-derivative disposition of 750 shares of Class A common stock on 08/15/2025 via transaction code G indicating a gift. After the reported disposition, Mr. Chen beneficially owned 35,435 shares, held directly. The filing discloses the insider's transfer method and remaining direct ownership in clear, routine SEC Form 4 format.

Insights

Corporate Governance Expert

TL;DR: Routine insider gift disclosed; small change in officer ownership, no clear governance signal.

The Form 4 shows an officer-level insider reporting a gift of 750 Class A shares, leaving 35,435 shares directly owned. This is a common, non-economic transfer method and does not indicate compensation or market sale. From a governance perspective, the disclosure meets Section 16 requirements and maintains reporting transparency. The size of the transfer relative to reported holdings is small, suggesting limited impact on control or alignment with shareholders.

Securities Analyst

TL;DR: Small, non-sale disposition; immaterial to valuation or float.

The reported transaction code corresponds to a gift with a reported price of $0 and a quantity of 750 shares disposed. Post-transaction direct beneficial ownership remains 35,435 shares. This transaction is informational for market transparency but is not a sale that would affect supply-demand dynamics or signal insider liquidity needs. No derivative activity was 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

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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 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)
08/15/2025

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	08/15/2025		G		750	D	$0	35,435	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:

Remarks:

	/s/ Stephen C. Chen	08/15/2025
	** 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 on the Form 4?

The Form 4 reports that Stephen C. Chen, General Counsel, disposed of 750 Class A common shares via a gift (transaction code G) and now directly owns 35,435 shares.

Does the Form 4 indicate a sale of DUOL shares by the insider?

No. The transaction is reported under code G, indicating a gift; the price is listed as $0, not a market sale.

How many DUOL shares does the reporting person own after the transaction?

After the reported transaction the insider beneficially owns 35,435 shares of Class A common stock (direct ownership).

Were any derivative securities reported for Stephen C. Chen in this filing?

No. Table II shows no derivative securities acquired, disposed of, or beneficially owned in this filing.