Duolingo (DUOL) counsel sells 2,797 shares via 10b5-1 tax-withholding plan

Rhea-AI Filing Summary

Duolingo, Inc. General Counsel Stephen C. Chen reported open-market sales of a total of 2,797 shares of Class A common stock on February 17–18, 2026. Reported sale prices ranged from about $110 to $115 per share.

The filing states these shares were automatically sold to satisfy tax withholding obligations tied to the vesting of Restricted Stock Units and share delivery, and were executed under a pre-arranged Rule 10b5-1 trading plan adopted on May 27, 2025. After the last transaction, Chen directly held 30,545 Class A shares.

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^*

Chen Stephen C.

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		S(1)		896	D	$110.06	32,446	D
Class A Common Stock	02/18/2026		S(2)		821	D	$111.83(3)	31,625	D
Class A Common Stock	02/18/2026		S(2)		480	D	$113.9504(4)	31,145	D
Class A Common Stock	02/18/2026		S(2)		520	D	$114.5519(5)	30,625	D
Class A Common Stock	02/18/2026		S(2)		80	D	$115.47(6)	30,545	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

Explanation of Responses:

1. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs") and delivery of shares.

2. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.

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 $111.83 to $112.79, 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 $113.31 to $114.23, 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 $114.31 to $115.23, 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 $115.47 to $115.52, 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 C. Chen	02/19/2026
	** 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.

FAQ

How many Duolingo (DUOL) shares did Stephen C. Chen sell in this Form 4?

Stephen C. Chen sold 2,797 Duolingo Class A shares across five open-market transactions. These sales occurred on February 17–18, 2026 and were primarily to cover tax withholding obligations arising from the vesting of Restricted Stock Units and related share delivery.

What prices did Duolingo (DUOL) shares sell for in Stephen C. Chen’s reported transactions?

The reported weighted average sale prices ranged from about $110 to $115 per share. Footnotes explain that each reported price is a broker-calculated weighted average for multiple trades executed within specified price ranges on the transaction dates.

Why were Stephen C. Chen’s Duolingo (DUOL) shares sold according to this filing?

The filing states the shares were automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units and delivery of shares. Such tax-related sales are a common administrative step when equity awards vest.

Was Stephen C. Chen’s Duolingo (DUOL) stock sale under a Rule 10b5-1 trading plan?

Yes. A footnote explains the sale was effected under a pre-arranged Rule 10b5-1 trading plan adopted on May 27, 2025. These plans allow insiders to schedule trades in advance, helping separate transactions from day-to-day information access.

How many Duolingo (DUOL) shares does Stephen C. Chen own after these transactions?

After the final reported sale, Stephen C. Chen directly owned 30,545 shares of Duolingo Class A common stock. This figure reflects his direct holdings immediately following the last transaction disclosed in the Form 4 filing.

Are Stephen C. Chen’s Duolingo (DUOL) sales considered open-market transactions?

Yes. Each transaction is coded as an open-market sale of non-derivative Class A common stock. Although driven by tax withholding needs and a Rule 10b5-1 plan, the trades were executed in the open market at prevailing prices.