Duolingo CEO Luis von Ahn sells 40,980 shares

The reported sales were made under a Rule 10b5-1 plan adopted June 2, 2026, alongside option exercises at two stated prices.

Rhea-AI Filing Summary

Duolingo, Inc. President & CEO and Co-Founder Luis von Ahn exercised stock options on September 21 and 22, 2026, including options for 27,960 shares at $14.4200 and for 9,406 and 3,614 shares at $38.0800. The Class B shares were converted into Class A shares. He sold 40,980 Class A shares across those dates under a Rule 10b5-1 trading plan adopted June 2, 2026. On September 21, sales included 33,257 shares at a weighted average $150.4641 and 4,109 at a weighted average $151.0699; on September 22, sales included 200 shares at $150.0000 and 3,414 at $152.0200.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 16 txns

Insider von Ahn Luis

Role President & CEO, Co-Founder

Sold 40,980 shs ($6.17M)

Approx. gross sale proceeds $6.17M

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) F4	3,614	$0.00	$0.00
Conversion	Class B Common Stock F5	3,614	$0.00	$0.00
Conversion	Class B Common Stock F5	3,614	$0.00	$0.00
Conversion	Class A Common Stock	3,614	$38.08	$138K
Sale	Class A Common Stock F1	200	$150.00	$30K
Sale	Class A Common Stock F1	3,414	$152.02	$519K
Exercise	Stock Option (Right to Buy) F4	27,960	$0.00	$0.00
Conversion	Class B Common Stock F5	27,960	$0.00	$0.00
Conversion	Class B Common Stock F5	27,960	$0.00	$0.00
Exercise	Stock Option (Right to Buy) F4	9,406	$0.00	$0.00
Conversion	Class B Common Stock F5	9,406	$0.00	$0.00
Conversion	Class B Common Stock F5	9,406	$0.00	$0.00
Conversion	Class A Common Stock	27,960	$14.42	$403K
Conversion	Class A Common Stock	9,406	$38.08	$358K
Sale	Class A Common Stock F1, F2	33,257	$150.4641	$5.00M
Sale	Class A Common Stock F1, F3	4,109	$151.0699	$621K

Holdings After Transaction: Stock Option (Right to Buy) — 156,728 contracts (Direct); Class B Common Stock — 3,368,120 contracts (Direct); Class A Common Stock — 0 shares (Direct)

Footnotes (5)

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 $151.36, 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 options are fully vested and exercisable.
5. F5. 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 sold: 40,980 Class A shares Sale tranche: 33,257 shares at a weighted average $150.4641 per share Sale tranche: 4,109 shares at a weighted average $151.0699 per share +4 more

7 metrics

Shares sold 40,980 Class A shares September 21 and 22, 2026

Sale tranche 33,257 shares at a weighted average $150.4641 per share September 21, 2026

Sale tranche 4,109 shares at a weighted average $151.0699 per share September 21, 2026

Sale tranche 200 shares at $150.0000 per share September 22, 2026

Sale tranche 3,414 shares at $152.0200 per share September 22, 2026

Option exercise 27,960 shares at $14.4200 per share September 21, 2026

Option exercises 9,406 shares and 3,614 shares at $38.0800 per share September 21 and 22, 2026, respectively

Key Terms

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

3 terms

Rule 10b5-1 trading plan financial

"Rule 10b5-1 trading plan adopted on June 2, 2026"

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

"options are fully vested and exercisable"

FAQ

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

How many DUOL shares did Luis von Ahn sell?

Luis von Ahn reported sales of 40,980 Class A shares on September 21 and 22, 2026. On September 21, the reported weighted average prices were $150.4641 for 33,257 shares and $151.0699 for 4,109 shares; on September 22, sales were 200 shares at $150.0000 and 3,414 shares at $152.0200.

What option exercises did DUOL's CEO report?

On September 21, 2026, Luis von Ahn exercised options for 27,960 shares at $14.4200 and 9,406 shares at $38.0800. On September 22, he exercised options for 3,614 shares at $38.0800. The Class B shares were converted into Class A shares.

Were Luis von Ahn's DUOL sales made under a trading plan?

Yes. The sales were made under a Rule 10b5-1 trading plan adopted June 2, 2026.

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

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Available on EDGAR 09/23/2026 - 05:14 PM Accepted by SEC EDGAR 09/23/2026 - 05:14 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)
09/21/2026

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	09/21/2026		C		27,960	A	$14.42	27,960	D
Class A Common Stock	09/21/2026		C		9,406	A	$38.08	37,366	D
Class A Common Stock	09/21/2026		S(1)		33,257	D	$150.4641(2)	4,109	D
Class A Common Stock	09/21/2026		S(1)		4,109	D	$151.0699(3)	0	D
Class A Common Stock	09/22/2026		C		3,614	A	$38.08	3,614	D
Class A Common Stock	09/22/2026		S(1)		200	D	$150	3,414	D
Class A Common Stock	09/22/2026		S(1)		3,414	D	$152.02	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)	$14.42	09/21/2026		M			27,960	(4)	12/12/2029	Class B Common Stock	27,960	$0	0	D
Class B Common Stock	(5)	09/21/2026		C		27,960		(5)	(5)	Class A Common Stock	27,960	$0	3,396,080	D
Class B Common Stock	(5)	09/21/2026		C			27,960	(5)	(5)	Class A Common Stock	27,960	$0	3,368,120	D
Stock Option (Right to Buy)	$38.08	09/21/2026		M			9,406	(4)	12/02/2030	Class B Common Stock	9,406	$0	160,342	D
Class B Common Stock	(5)	09/21/2026		C		9,406		(5)	(5)	Class A Common Stock	9,406	$0	3,377,526	D
Class B Common Stock	(5)	09/21/2026		C			9,406	(5)	(5)	Class A Common Stock	9,406	$0	3,368,120	D
Stock Option (Right to Buy)	$38.08	09/22/2026		M			3,614	(4)	12/02/2030	Class B Common Stock	3,614	$0	156,728	D
Class B Common Stock	(5)	09/22/2026		C		3,614		(5)	(5)	Class A Common Stock	3,614	$0	3,371,734	D
Class B Common Stock	(5)	09/22/2026		C			3,614	(5)	(5)	Class A Common Stock	3,614	$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 $151.36, 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 options are fully vested and exercisable.

5. 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	09/23/2026
	** 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)