DUOL Chief Engineering Officer Reports Multiple 08/18/2025 Stock Sales
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 300 | $364.64 | $109K |
| Sale | Class A Common Stock | 900 | $366.1589 | $330K |
| Sale | Class A Common Stock | 702 | $367.4421 | $258K |
| Sale | Class A Common Stock | 169 | $368.4367 | $62K |
| Sale | Class A Common Stock | 400 | $369.865 | $148K |
| Gift | Class A Common Stock | 187 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on November 14, 2024. 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. 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. 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. 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. 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.
