Duolingo CEO sells 46,682 shares after option exercise

Q: How many DUOL shares did the CEO sell?

Luis von Ahn sold 46,682 Class A shares on September 24, 2026, in three entries at weighted average prices of $150.4501 for 38,758 shares, $151.4220 for 7,024 shares, and $152.2900 for 900 shares. The sales were made under a Rule 10b5-1 trading plan adopted June 2, 2026.

Q: How many DUOL options did Luis von Ahn exercise, and how did the shares convert?

Luis von Ahn exercised options covering 46,682 shares of Class B Common Stock on September 24, 2026, at an exercise price of $38.0800 per share. The shares converted one-for-one into Class A Common Stock, and the options were fully vested and exercisable.

The CEO's three Class A sale entries were made under a Rule 10b5-1 plan adopted June 2, 2026.

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Rhea-AI Filing Summary

Duolingo, Inc. President & CEO and Co-Founder Luis von Ahn exercised options covering 46,682 shares on September 24, 2026, at an exercise price of $38.0800 per share. The options were fully vested and exercisable, and 110,046 shares subject to options were reported following the exercise. He converted the 46,682 Class B shares one-for-one into Class A Common Stock.

Von Ahn also sold 46,682 Class A shares in three entries on September 24, 2026: 38,758 shares at a weighted average price of $150.4501, 7,024 at $151.4220, and 900 at $152.2900. The sales were made under a Rule 10b5-1 trading plan adopted June 2, 2026.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider von Ahn Luis

Role President & CEO, Co-Founder

Sold 46,682 shs ($7.03M)

Approx. gross sale proceeds $7.03M

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) ^F5	46,682	$0.00	$0.00
Conversion	Class B Common Stock ^F6	46,682	$0.00	$0.00
Conversion	Class B Common Stock ^F6	46,682	$0.00	$0.00
Conversion	Class A Common Stock	46,682	$38.08	$1.78M
Sale	Class A Common Stock ^{F1, F2}	38,758	$150.4501	$5.83M
Sale	Class A Common Stock ^{F1, F3}	7,024	$151.422	$1.06M
Sale	Class A Common Stock ^{F1, F4}	900	$152.29	$137K

Holdings After Transaction: Stock Option (Right to Buy) — 110,046 contracts (Direct); Class B Common Stock — 3,368,120 contracts (Direct); Class A Common Stock — 0 shares (Direct)

Footnotes (6)

F1. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 2, 2026.
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.
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 $151.92, 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.
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 $152.19 to $152.48, 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.
F5. The options are fully vested and exercisable.
F6. 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: 46,682 shares Exercise price: $38.0800 per share Class A shares acquired on conversion: 46,682 shares +4 more

7 metrics

Shares covered by options exercised 46,682 shares September 24, 2026

Exercise price $38.0800 per share Options exercised September 24, 2026

Class A shares acquired on conversion 46,682 shares Converted from Class B Common Stock on September 24, 2026

Shares subject to options following exercise 110,046 shares Reported following the September 24, 2026 exercise

First sale entry 38,758 shares at a weighted average price of $150.4501 per share September 24, 2026

Second sale entry 7,024 shares at a weighted average price of $151.4220 per share September 24, 2026

Third sale entry 900 shares at a weighted average price of $152.2900 per share September 24, 2026

Key Terms

Rule 10b5-1 trading plan, weighted average sale price, fully vested and exercisable, convertible at any time at the option of the Reporting Person

4 terms

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"

fully vested and exercisable financial

"The options are fully vested and exercisable."

convertible at any time at the option of the Reporting Person technical

"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"

FAQ

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

How many DUOL shares did the CEO sell?

Luis von Ahn sold 46,682 Class A shares on September 24, 2026, in three entries at weighted average prices of $150.4501 for 38,758 shares, $151.4220 for 7,024 shares, and $152.2900 for 900 shares. The sales were made under a Rule 10b5-1 trading plan adopted June 2, 2026.

How many DUOL options did Luis von Ahn exercise, and how did the shares convert?

Luis von Ahn exercised options covering 46,682 shares of Class B Common Stock on September 24, 2026, at an exercise price of $38.0800 per share. The shares converted one-for-one into Class A Common Stock, and the options were fully vested and exercisable.

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

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Available on EDGAR 09/28/2026 - 04:00 PM Accepted by SEC EDGAR 09/28/2026 - 03:59 PM

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).

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)
09/24/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/24/2026		C		46,682	A	$38.08	46,682	D
Class A Common Stock	09/24/2026		S⁽¹⁾		38,758	D	$150.4501⁽²⁾	7,924	D
Class A Common Stock	09/24/2026		S⁽¹⁾		7,024	D	$151.422⁽³⁾	900	D
Class A Common Stock	09/24/2026		S⁽¹⁾		900	D	$152.29⁽⁴⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$38.08	09/24/2026		M			46,682	⁽⁵⁾	12/02/2030	Class B Common Stock	46,682	$0	110,046	D
Class B Common Stock	⁽⁶⁾	09/24/2026		C		46,682		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	46,682	$0	3,414,802	D
Class B Common Stock	⁽⁶⁾	09/24/2026		C			46,682	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	46,682	$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 $151.92, 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 $152.19 to $152.48, 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 options are fully vested and exercisable.

6. 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	09/28/2026
	** 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)

Source: View Original Filing on SEC EDGAR