DUOL Form 4: Stephen C. Chen Disposes of 1,282 RSU Shares for Tax Withholding

Rhea-AI Filing Summary

Stephen C. Chen, General Counsel of Duolingo, Inc. (DUOL), reported the disposition of 1,282 shares of Class A common stock on 08/15/2025 at an average price of $329.03 per share. The sale was executed to satisfy tax withholding obligations arising from the vesting and delivery of restricted stock units (RSUs).

After the reported transaction Mr. Chen beneficially owns 34,153 shares of Class A common stock. The Form 4 was signed and filed on 08/18/2025.

Positive

• Disclosure compliance: Form 4 filed and signed, providing transparent reporting of insider activity
• Routine reason disclosed: Sale was to satisfy tax withholding on vested RSUs, not an unexplained open-market liquidation

Negative

• Reduction in insider holdings: Beneficial ownership decreased by 1,282 shares, now 34,153
• Insider sale recorded: Any insider sale may be noted by investors even if routine

Insights

Financial Analyst

TL;DR: Routine insider sale of RSU shares to cover taxes; small reduction in holdings, limited market impact.

The transaction reflects an automatic disposition of 1,282 shares to satisfy tax withholding tied to RSU vesting rather than a discretionary open-market sale for liquidity. The reported sale price of $329.03 is a single data point and the remaining stake of 34,153 shares remains substantive for an officer but not unusually large relative to typical insider holdings. This disclosure is standard and does not, by itself, indicate a change in company fundamentals.

Corporate Governance Expert

TL;DR: Proper Section 16 disclosure for RSU tax withholding; timely filing and signature shown.

The Form 4 clearly identifies the reporting person as an officer (General Counsel) and provides the required details: transaction date 08/15/2025, nature of transaction code S (sale), quantity 1,282, and price $329.03. The explanatory note states the sale was automatic to satisfy withholding on vested RSUs, which is an accepted practice and preserves Rule 10b5-1 clarity when applicable. Filing appears complete and timely based on the provided 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
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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^*

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)
08/15/2025

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	08/15/2025		S		1,282(1)	D	$329.03	34,153	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.

Remarks:

	/s/ Stephen C. Chen	08/18/2025
	** 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

What did Stephen C. Chen report on Form 4 for DUOL?

He reported the sale of 1,282 shares of Class A common stock on 08/15/2025 at $329.03 per share to satisfy tax withholding for vested RSUs.

How many DUOL shares does Stephen C. Chen own after this transaction?

Following the reported transaction he beneficially owns 34,153 shares of Class A common stock.

Why were the shares sold according to the Form 4?

The Form 4 explains the shares were automatically sold to satisfy tax withholding obligations in connection with RSU vesting and delivery.

When was the Form 4 filed and signed?

The Form 4 shows the transaction date as 08/15/2025 and the signature/date on the filing as 08/18/2025.

What transaction code was used on the Form 4?

The sale is reported with transaction code S, indicating a sale of shares.