Form 4: Duolingo CBO Robert Meese Sells Shares to Cover RSU Withholding

Rhea-AI Filing Summary

Duolingo insider sale tied to RSU tax withholding Robert Meese, Chief Business Officer, reported a sale of 1,444 shares of Duolingo Class A common stock on 08/15/2025 at $329.03 per share. The filing states these shares were automatically sold to satisfy tax withholding obligations upon vesting of restricted stock units. After the transaction, Meese directly beneficially owned 120,080 Class A shares. The filing also discloses indirect holdings of 1,800 Class A shares each held by the Eliot Meese Qualified Minor's Trust and the Isaac Meese Qualified Minor's Trust. The Form 4 is signed by an attorney-in-fact on behalf of Meese on 08/18/2025.

Positive

• Transparent disclosure of the sale, price ($329.03), and reason (RSU tax withholding)
• Substantial remaining direct ownership of 120,080 Class A shares after the transaction

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU tax-sale by an officer; limited market impact.

The reported sale of 1,444 shares at $329.03 was executed to cover tax withholding on vested RSUs, a common non-discretionary event that typically does not signal a change in insider conviction. Post-transaction direct ownership remains material at 120,080 shares, and modest indirect holdings are reported via two minor trusts. There is no indication of additional open-market selling or exercise-driven liquidity beyond the withholding event.

Corporate Governance Expert

TL;DR: Disclosure follows standard Section 16 practice for RSU settlements; governance implications minimal.

The Form 4 properly identifies the reporting person, relationship to the issuer, transaction details and the withholding explanation. The use of automatic share-withholding for tax obligations is routine and documented in the remarks. The filing was executed by an attorney-in-fact and includes indirect holdings in minor trusts, which is typical for family estate planning and does not suggest governance concerns.

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
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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^*

Meese Robert

(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)
	Chief Business Officer

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		S		1,444(1)	D	$329.03	120,080	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 ("RSUs") 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	08/18/2025
	** 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 Robert Meese report on Form 4 for DUOL?

He reported a sale of 1,444 Class A shares on 08/15/2025 at $329.03 per share to satisfy tax withholding from RSU vesting.

How many shares does Robert Meese own after the reported transaction?

Directly beneficially owned: 120,080 Class A shares following the sale.

Were the shares sold for personal reasons or taxes?

The filing states the shares were automatically sold to satisfy tax withholding obligations in connection with RSU vesting.

Does Robert Meese have any indirect holdings reported?

Yes — 1,800 Class A shares held by the Eliot Meese Qualified Minor's Trust and 1,800 Class A shares held by the Isaac Meese Qualified Minor's Trust.

When was the Form 4 filed and signed?

The transaction date is 08/15/2025 and the form is signed by an attorney-in-fact on 08/18/2025.