[Form 4] Duolingo, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Natalie Glance, Chief Engineering Officer of Duolingo, Inc. (DUOL), reported multiple sales of Class A common stock on 08/18/2025 under a previously adopted Rule 10b5-1 trading plan. The filing shows disposals of 300, 900, 702, 169 and 400 shares (totaling 2,471 shares) at weighted-average sale prices reported between $364.39 and $370.12 per share across the grouped transactions, plus a separate disposition of 187 shares recorded as a gift. After these transactions, the reporting person beneficially owns 119,454 Class A shares directly.

The Form 4 states the sales were effected pursuant to a 10b5-1 plan adopted on November 14, 2024, and the filing includes broker-calculated weighted average prices with specified ranges for each grouped sale. The report was signed by an attorney-in-fact on 08/19/2025.

Positive

• Sales executed under a disclosed Rule 10b5-1 trading plan, indicating preplanned transactions rather than opportunistic insider trading
• Detailed price ranges and weighted-average prices disclosed for each grouped sale, enhancing transparency
• Filing shows large remaining direct ownership (119,454 shares), indicating continued substantial stake

Negative

• Material dispositions occurred (2,471 shares sold plus 187 shares gifted), which may prompt investor questions about insider selling
• Filing does not disclose exact per-lot quantities at each specific price; footnotes say broker can provide upon request

Insights

Securities Analyst

TL;DR: Insider executed planned sales under a 10b5-1 plan; transactions appear routine and fully disclosed.

The transactions total 2,658 shares disposed (2,471 sold and 187 gifted), leaving 119,454 shares directly held by the reporting officer. Sales were executed under a Rule 10b5-1 plan, which provides an affirmative defense against insider trading allegations when properly adopted and followed. The filing includes weighted-average sale prices and discloses the price ranges for each grouped sale, supporting transparency about execution prices. From an investor-relations perspective, these are documented, planned disposals rather than ad hoc sales.

Corporate Governance Expert

TL;DR: Proper procedural safeguards (10b5-1 plan) were cited; disclosure meets Form 4 requirements.

The report identifies the reporting person, role (Chief Engineering Officer), and the 10b5-1 plan adoption date (November 14, 2024). The filing provides explanatory footnotes about broker-calculated weighted-average prices and offers to supply per-trade details on request, which aligns with thorough disclosure practices. The presence of a gift disposition is explicitly noted, indicating attention to non-sale transfers. No derivatives or other unusual transactions are 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

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^*

Glance Natalie

(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 Engineering Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		S(1)		300	D	$364.64(2)	121,812	D
Class A Common Stock	08/18/2025		S(1)		900	D	$366.1589(3)	120,912	D
Class A Common Stock	08/18/2025		S(1)		702	D	$367.4421(4)	120,210	D
Class A Common Stock	08/18/2025		S(1)		169	D	$368.4367(5)	120,041	D
Class A Common Stock	08/18/2025		S(1)		400	D	$369.865(6)	119,641	D
Class A Common Stock	08/18/2025		G		187	D	$0	119,454	D
Class A Common Stock								130	I	By son

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 November 14, 2024.

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 $364.39 to $364.86, 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 $365.67 to $366.65, 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 $367.17 to $368.02, 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 $368.20 to $368.60, 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 $369.54 to $370.12, 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 Natalie Glance	08/19/2025
	** 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.

FAQ

What insider transactions did Natalie Glance (DUOL) report on Form 4?

The Form 4 reports multiple sales on 08/18/2025 (300, 900, 702, 169 and 400 shares sold) and a 187-share gift, leaving 119,454 Class A shares beneficially owned.

Were the sales by Natalie Glance part of an automatic trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on November 14, 2024.

At what prices were the shares sold?

The filing reports broker-calculated weighted-average prices and ranges for each grouped sale, with transaction price ranges spanning approximately $364.39 to $370.12 per share across the reported groups.

Did the Form 4 report any derivative transactions or option exercises?

No. Table II for derivative securities contains no reported transactions or holdings in this filing.

Who signed the Form 4 filing?

The Form 4 was signed by /s/ Stephen Chen, as Attorney-in-Fact for Natalie Glance on 08/19/2025.