Were Natalie Glance’s Duolingo share sales under a Rule 10b5-1 trading plan?

Yes. A footnote explains that the sale was effected under her Rule 10b5-1 trading plan adopted on September 15, 2025. Such pre-arranged plans schedule trades in advance, making the timing more routine and less about reacting to short-term company developments.

Duolingo (DUOL) engineering chief granted 39,058 RSUs, sells 5,289 shares

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Duolingo, Inc. Chief Engineering Officer Natalie Glance reported RSU grants and related share sales. She received 39,058 Restricted Stock Units, each convertible into one share of Class A Common Stock, with 1/16th of the RSUs vesting on each quarterly anniversary of May 15, 2026.

To cover tax withholding tied to RSU vesting and share delivery, 5,289 shares of Class A Common Stock were sold in multiple transactions on May 15 and May 18, 2026 at weighted average prices between about $112 and $114 per share, pursuant to a Rule 10b5-1 trading plan adopted on September 15, 2025. After these transactions, Glance holds 173,401 shares directly and 130 shares indirectly through her son.

Insider Trade Summary 10b5-1

Net Seller: 5,289 shares ($598,013)

Net Sell 5 txns

Insider Glance Natalie

Role Chief Engineering Officer

Sold 5,289 shs ($598K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,060	$113.2114	$233K
Sale	Class A Common Stock	1,300	$114.1851	$148K
Grant/Award	Class A Common Stock	39,058	$112.06	$4.38M
Sale	Class A Common Stock	1,929	$112.16	$216K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 174,701 shares (Direct, null); Class A Common Stock — 130 shares (Indirect, By son)

Footnotes (1)

Constitute Restricted Stock Units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs shall vest on each quarterly anniversary of May 15, 2026. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of RSUs and delivery of shares. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 15, 2025. 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 $112.71 to $113.60, 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. 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 $113.85 to $114.64, 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.

Key Figures

RSU grant: 39,058 RSUs Total shares sold: 5,289 shares Sale price 1: $112.16 per share +5 more

8 metrics

RSU grant 39,058 RSUs Each RSU for one Class A share; grant vests from May 15, 2026

Total shares sold 5,289 shares Class A Common Stock sold on May 15 and May 18, 2026

Sale price 1 $112.16 per share Weighted average price for 1,929-share sale on May 15, 2026

Sale price 2 $113.2114 per share Weighted average price for 2,060-share sale on May 18, 2026

Sale price 3 $114.1851 per share Weighted average price for 1,300-share sale on May 18, 2026

Direct holdings after 173,401 shares Direct Class A holdings after reported transactions

Indirect holdings 130 shares Class A shares held indirectly by son as of May 15, 2026

Vesting schedule 1/16th quarterly RSUs vest each quarterly anniversary of May 15, 2026

Key Terms

Restricted Stock Units ("RSUs"), Rule 10b5-1 trading plan, weighted average sale price, Class A Common Stock, +1 more

5 terms

Restricted Stock Units ("RSUs") financial

"Constitute Restricted Stock Units ("RSUs") for which the Reporting Person is entitled to receive one (1) share..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Rule 10b5-1 trading plan regulatory

"The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 15, 2025."

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 calculated by the broker executing the sales."

Class A Common Stock financial

"share of Issuer's Class A Common Stock for each RSU upon vesting."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

tax withholding obligations financial

"Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of RSUs..."

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 04:42 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^*

Glance Natalie

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Engineering Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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	05/15/2026		A		39,058⁽¹⁾	A	$112.06	178,690	D
Class A Common Stock	05/15/2026		S		1,929⁽²⁾	D	$112.16	176,761	D
Class A Common Stock	05/18/2026		S		2,060⁽³⁾	D	$113.2114⁽⁴⁾	174,701	D
Class A Common Stock	05/18/2026		S		1,300⁽³⁾	D	$114.1851⁽⁵⁾	173,401	D
Class A Common Stock								130	I	By son

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)

Explanation of Responses:

1. Constitute Restricted Stock Units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs shall vest on each quarterly anniversary of May 15, 2026.

2. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of RSUs and delivery of shares.

3. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 15, 2025.

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 $112.71 to $113.60, 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 $113.85 to $114.64, 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 Chen, as Attorney-in-Fact for Natalie Glance	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Duolingo (DUOL) executive Natalie Glance receive in this Form 4 filing?

Natalie Glance received 39,058 Restricted Stock Units, each representing one share of Duolingo Class A Common Stock upon vesting. These RSUs vest in 16 equal quarterly installments starting on May 15, 2026, providing her with a long-term, stock-based compensation package.

How do Natalie Glance’s Duolingo RSUs vest over time?

The 39,058 RSUs granted to Natalie Glance vest in 16 equal parts. Specifically, 1/16th of the RSUs will vest on each quarterly anniversary of May 15, 2026, spreading vesting over four years and aligning compensation with longer-term company performance.

How many Duolingo shares did Natalie Glance sell according to the Form 4?

The Form 4 shows sales totaling 5,289 shares of Duolingo Class A Common Stock. These shares were sold in several transactions on May 15 and May 18, 2026, at weighted average prices between approximately $112 and $114 per share.

Why were Duolingo shares sold in connection with Natalie Glance’s RSUs?

The filing states certain shares were automatically sold to satisfy tax withholding obligations arising from RSU vesting and share delivery. This means shares were sold to cover owed taxes, rather than as a discretionary reduction of her overall Duolingo equity position.

What are Natalie Glance’s Duolingo shareholdings after these transactions?

After the reported transactions, Natalie Glance directly holds 173,401 shares of Duolingo Class A Common Stock. The filing also notes an additional 130 shares held indirectly through her son, reflecting both her direct and a small indirect ownership interest in the company.