Duolingo CEO sells 110,046 shares after option exercise

The sale entries report four weighted-average prices, while the trading plan was adopted June 2, 2026.

Rhea-AI Filing Summary

Duolingo, Inc. President & CEO and Co-Founder Luis von Ahn exercised options covering 110,046 shares at $38.08 per share on October 7, 2026; the resulting Class B shares converted one-for-one into Class A shares. He sold 110,046 Class A shares that day under a Rule 10b5-1 trading plan adopted June 2, 2026. The options were fully vested and exercisable, with an expiration date of December 2, 2030.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 8 txns

Insider von Ahn Luis

Role President & CEO, Co-Founder

Sold 110,046 shs ($16.69M)

Approx. gross sale proceeds $16.69M

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) F6	110,046	$0.00	$0.00
Conversion	Class B Common Stock F7	110,046	$0.00	$0.00
Conversion	Class B Common Stock F7	110,046	$0.00	$0.00
Conversion	Class A Common Stock	110,046	$38.08	$4.19M
Sale	Class A Common Stock F1, F2	20,025	$150.6319	$3.02M
Sale	Class A Common Stock F1, F3	55,036	$151.5242	$8.34M
Sale	Class A Common Stock F1, F4	29,871	$152.4734	$4.55M
Sale	Class A Common Stock F1, F5	5,114	$153.2611	$784K

Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct); Class B Common Stock — 3,368,120 contracts (Direct); Class A Common Stock — 0 shares (Direct)

Footnotes (7)

1. F1. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 2, 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 $150.00 to $150.99, 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 $151.00 to $151.99, 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 $152.00 to $152.99, 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 $153.00 to $153.61, 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 options are fully vested and exercisable.
7. F7. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers further described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, and (iii) the death of the Reporting Person.

Key Figures

Shares covered by options exercised: 110,046 shares Option exercise price: $38.08 per share Option expiration date: December 2, 2030 +4 more

7 metrics

Shares covered by options exercised 110,046 shares October 7, 2026

Option exercise price $38.08 per share Options exercised October 7, 2026

Option expiration date December 2, 2030 Options exercised October 7, 2026

Class A shares sold 20,025 shares at a weighted average price of $150.6319 per share October 7, 2026

Class A shares sold 55,036 shares at a weighted average price of $151.5242 per share October 7, 2026

Class A shares sold 29,871 shares at a weighted average price of $152.4734 per share October 7, 2026

Class A shares sold 5,114 shares at a weighted average price of $153.2611 per share October 7, 2026

Key Terms

Rule 10b5-1 trading plan, weighted average sale price, fully vested and exercisable, Class B Common Stock

4 terms

Rule 10b5-1 trading plan financial

"pursuant to the Reporting Person's Rule 10b5-1 trading plan"

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

"weighted average sale price calculated by the broker"

fully vested and exercisable financial

"The options are fully vested and exercisable"

Class B Common Stock technical

"Each share of Class B Common Stock is convertible"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many DUOL shares did Luis von Ahn sell, and at what prices?

Luis von Ahn sold 110,046 Class A shares on October 7, 2026, reported in four amounts: 20,025 at a weighted average price of $150.6319 per share; 55,036 at $151.5242; 29,871 at $152.4734; and 5,114 at $153.2611. The sales were made under a Rule 10b5-1 trading plan adopted June 2, 2026. The reported prices are weighted averages; the underlying trades occurred within the ranges stated in the transaction notes.

What were the terms of Luis von Ahn's DUOL option exercise?

Luis von Ahn exercised options covering 110,046 shares at $38.08 per share on October 7, 2026. The options were fully vested and exercisable and had an expiration date of December 2, 2030. The resulting Class B shares converted one-for-one into Class A shares.

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

Form 4 Insider Transactions: What Each Field Means →

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

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^*

von Ahn Luis

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO, Co-Founder

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2026

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	10/07/2026		C		110,046	A	$38.08	110,046	D
Class A Common Stock	10/07/2026		S(1)		20,025	D	$150.6319(2)	90,021	D
Class A Common Stock	10/07/2026		S(1)		55,036	D	$151.5242(3)	34,985	D
Class A Common Stock	10/07/2026		S(1)		29,871	D	$152.4734(4)	5,114	D
Class A Common Stock	10/07/2026		S(1)		5,114	D	$153.2611(5)	0	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)	$38.08	10/07/2026		M			110,046	(6)	12/02/2030	Class B Common Stock	110,046	$0	0	D
Class B Common Stock	(7)	10/07/2026		C		110,046		(7)	(7)	Class A Common Stock	110,046	$0	3,478,166	D
Class B Common Stock	(7)	10/07/2026		C			110,046	(7)	(7)	Class A Common Stock	110,046	$0	3,368,120	D

Explanation of Responses:

1. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 2, 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 $150.00 to $150.99, 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 $151.00 to $151.99, 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 $152.00 to $152.99, 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 $153.00 to $153.61, 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 options are fully vested and exercisable.

7. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers further described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, and (iii) the death of the Reporting Person.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Luis von Ahn	10/09/2026
	** 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)