STOCK TITAN

Duolingo CEO sells 28,292 shares in plan trade

Duolingo CEO Luis von Ahn exercised options and sold Class A shares under a Rule 10b5-1 trading plan on September 16, 2026.

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Form Type
4

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) President & CEO and Co-Founder Luis von Ahn reported option exercises, share conversions, and sales on September 16, 2026. He exercised stock options for 23,040 shares at a $14.42 exercise price and 5,252 shares at $38.08, receiving Class B shares that were converted into Class A shares.

He then sold 27,272 Class A shares at a weighted average price of $150.1749 (in trades from $150.00–$150.54) and 1,020 Class A shares at a weighted average of $151.54 (from $151.53–$152.55), all under a Rule 10b5-1 trading plan adopted on June 2, 2026.

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Negative

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Insider von Ahn Luis
Role President & CEO, Co-Founder
Sold 28,292 shs ($4.25M)
Approx. gross sale proceeds $4.25M
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F4 23,040 $0.00 $0.00
Conversion Class B Common Stock F5 23,040 $0.00 $0.00
Conversion Class B Common Stock F5 23,040 $0.00 $0.00
Exercise Stock Option (Right to Buy) F4 5,252 $0.00 $0.00
Conversion Class B Common Stock F5 5,252 $0.00 $0.00
Conversion Class B Common Stock F5 5,252 $0.00 $0.00
Conversion Class A Common Stock 23,040 $14.42 $332K
Conversion Class A Common Stock 5,252 $38.08 $200K
Sale Class A Common Stock F1, F2 27,272 $150.1749 $4.10M
Sale Class A Common Stock F1, F3 1,020 $151.54 $155K
Holdings After Transaction: Stock Option (Right to Buy) — 197,708 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 $150.54, 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 $151.53 to $152.55, 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 shares subject to the option 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.
Class A shares sold 28,292 shares Total Class A Common Stock sold on September 16, 2026
Sale weighted average price (larger block) $150.1749 per share 27,272 Class A shares; trades from $150.00 to $150.54
Sale weighted average price (smaller block) $151.54 per share 1,020 Class A shares; trades from $151.53 to $152.55
Option exercise price $14.42 per share Stock option exercise for 23,040 underlying Class B shares
Option exercise price $38.08 per share Stock option exercise for 5,252 underlying Class B shares
Total derivative exercise shares 84,876 shares Aggregate derivative exercises and conversions in this filing
Rule 10b5-1 plan adoption date June 2, 2026 Trading plan under which the reported sales were effected
Rule 10b5-1 trading plan regulatory
"The sale was effected 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
"The price reported in Column 4 is a weighted average sale price"
Class B Common Stock financial
"Each share of Class B Common Stock is convertible at any time"
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.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
fully vested and exercisable financial
"The shares subject to the option are fully vested and exercisable"

FAQ

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

What did Duolingo (DUOL) CEO Luis von Ahn report in this Form 4?

Luis von Ahn reported option exercises and share conversions into Class A Common Stock, followed by sales of 28,292 Class A shares on September 16, 2026, as detailed in multiple derivative and non-derivative transactions.

How many Duolingo (DUOL) shares did Luis von Ahn sell on September 16, 2026?

He sold 27,272 Class A shares at a weighted average price of $150.1749 and 1,020 Class A shares at a weighted average price of $151.54, for a total of 28,292 Class A shares sold on that date.

Were the Duolingo (DUOL) share sales by Luis von Ahn under a Rule 10b5-1 plan?

Yes. Footnote F1 states that the sales were effected pursuant to the Reporting Person’s Rule 10b5-1 trading plan adopted on June 2, 2026, and the filing confirms the Rule 10b5-1 plan checkbox at the form level.

What option exercises did Luis von Ahn report for Duolingo (DUOL)?

He exercised stock options covering 23,040 shares of Class B Common Stock at an exercise price of $14.42 per share and 5,252 shares at $38.08 per share, with the options described as fully vested and exercisable in footnote F4.

How were Duolingo (DUOL) Class B and Class A shares treated in this filing?

Class B shares were converted into Class A Common Stock. Footnote F5 explains that each share of Class B is convertible into one share of Class A at the holder’s option and automatically converts upon certain transfers, low Class B outstanding levels, or the Reporting Person’s death.

At what price range were the Duolingo (DUOL) shares sold in these transactions?

For the 27,272 shares, trades occurred between $150.00 and $150.54. For the 1,020 shares, trades occurred between $151.53 and $152.55. The reported prices are weighted average sale prices calculated by the broker, according to footnotes F2 and F3.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
President & CEO, Co-Founder
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/16/2026C23,040A$14.4223,040D
Class A Common Stock09/16/2026C5,252A$38.0828,292D
Class A Common Stock09/16/2026S(1)27,272D$150.1749(2)1,020D
Class A Common Stock09/16/2026S(1)1,020D$151.54(3)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$14.4209/16/2026M23,040 (4)12/12/2029Class B Common Stock23,040$027,960D
Class B Common Stock(5)09/16/2026C23,040 (5) (5)Class A Common Stock23,040$03,391,160D
Class B Common Stock(5)09/16/2026C23,040 (5) (5)Class A Common Stock23,040$03,368,120D
Stock Option (Right to Buy)$38.0809/16/2026M5,252 (4)12/02/2030Class B Common Stock5,252$0169,748D
Class B Common Stock(5)09/16/2026C5,252 (5) (5)Class A Common Stock5,252$03,373,372D
Class B Common Stock(5)09/16/2026C5,252 (5) (5)Class A Common Stock5,252$03,368,120D
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 $150.54, 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 $151.53 to $152.55, 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 shares subject to the option 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 Ahn09/18/2026
** Signature of Reporting PersonDate
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)

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