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  4. [Form 4] Duolingo, Inc. Insider Trading Activity

Duolingo insider Form 4 shows multiple DUOL share sales

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) reported insider share sales by its General Counsel on a Form 4. On 11/17/2025, the officer sold 1,282 shares of Class A common stock at $177.95, described as an automatic sale to cover tax withholding from vesting Restricted Stock Units. On 11/18/2025, additional sales of 120, 594, 320, and 480 shares were executed at weighted average prices of $173.97, $175.1512, $175.9363, and $177.1858, respectively.

The filing notes that the 11/18/2025 sales were made under a Rule 10b5-1 trading plan adopted on May 27, 2025, meaning they were pre-scheduled. After these transactions, the reporting person beneficially owns 31,542 shares of Duolingo Class A common stock, held directly.

Positive

  • None.

Negative

  • None.
Insider Chen Stephen C.
Role General Counsel
Sold 2,796 shs ($494K)
Type Security Shares Price Value
Sale Class A Common Stock 120 $173.97 $21K
Sale Class A Common Stock 594 $175.1512 $104K
Sale Class A Common Stock 320 $175.9363 $56K
Sale Class A Common Stock 480 $177.1858 $85K
Sale Class A Common Stock 1,282 $177.95 $228K
Holdings After Transaction: Class A Common Stock — 32,936 shares (Direct)
Footnotes (1)
  1. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs") and delivery of shares. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025. 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 $173.40 to $174.38, 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. 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 $174.51 to $175.50, 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. 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 $175.62 to $176.57, 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. 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 $176.74 to $177.51, 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.
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).
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)
11/17/2025
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 11/17/2025 S(1) 1,282 D $177.95 33,056 D
Class A Common Stock 11/18/2025 S(2) 120 D $173.97(3) 32,936 D
Class A Common Stock 11/18/2025 S(2) 594 D $175.1512(4) 32,342 D
Class A Common Stock 11/18/2025 S(2) 320 D $175.9363(5) 32,022 D
Class A Common Stock 11/18/2025 S(2) 480 D $177.1858(6) 31,542 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. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs") and delivery of shares.
2. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.
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 $173.40 to $174.38, 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 $174.51 to $175.50, 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 $175.62 to $176.57, 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 $176.74 to $177.51, 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 C. Chen 11/19/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

The Form 4 reports that Duolingo's General Counsel sold multiple blocks of Class A common stock on 11/17/2025 and 11/18/2025, including 1,282 shares sold to cover RSU tax withholding.

How many Duolingo (DUOL) shares does the reporting person still own after the trades?

Following the reported transactions, the officer beneficially owns 31,542 shares of Duolingo Class A common stock in direct ownership.

Were the Duolingo (DUOL) insider sales part of a Rule 10b5-1 trading plan?

Yes. The filing states that the 11/18/2025 sales were effected under the reporting person’s Rule 10b5-1 trading plan adopted on May 27, 2025.

What prices were received for the Duolingo (DUOL) shares sold in this Form 4?

Reported weighted average sale prices include $177.95 on 11/17/2025 and $173.97, $175.1512, $175.9363, and $177.1858 on 11/18/2025, each reflecting multiple trades within stated price ranges.

Why were some Duolingo (DUOL) shares sold by the insider on 11/17/2025?

The filing explains that the 1,282 shares sold on 11/17/2025 were automatically sold to satisfy tax withholding obligations related to vesting RSUs and delivery of shares.

What is the insider’s role at Duolingo (DUOL) mentioned in the Form 4?

The reporting person is identified as an officer of Duolingo, serving as its General Counsel.