Duolingo (DUOL) General Counsel exercises stock options, now holding 52,865 shares

Rhea-AI Filing Summary

Duolingo, Inc. General Counsel Stephen C. Chen exercised stock options to acquire 58 shares of Class A Common Stock at $14.42 per share. These options were fully vested and exercisable. Following the exercise, Chen directly holds 52,865 Class A shares. The corresponding stock option for 58 shares now shows zero remaining derivative balance, indicating a full exercise of that specific grant. No open-market sale or tax withholding transaction is reported in this filing, making it a small, routine compensation-related equity move.

Insights

Equity compensation analyst

Small, routine option exercise with no share sale reported.

General Counsel Stephen C. Chen exercised stock options for 58 shares of Duolingo Class A Common Stock at $14.42 per share. The filing shows this as an option exercise (code M), not an open-market purchase or sale.

The related option grant is fully vested and, after the transaction, has zero shares remaining, while Chen directly owns 52,865 Class A shares. With no sale, tax withholding, or trading plan disclosure in this excerpt, the activity appears as a minor adjustment to his equity holdings rather than a directional market signal.

Insider Trade Summary

58 shares exercised/converted

Mixed 2 txns

Insider Chen Stephen C.

Role General Counsel

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	58	$0.00	--
Exercise	Class A Common Stock	58	$14.42	$836.36

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct, null); Class A Common Stock — 52,865 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares acquired via exercise: 58 shares Exercise price: $14.42 per share Shares held after transaction: 52,865 shares +2 more

5 metrics

Shares acquired via exercise 58 shares Option exercise of Class A Common Stock

Exercise price $14.42 per share Stock option conversion price

Shares held after transaction 52,865 shares Direct Class A holdings post-exercise

Option expiration date March 10, 2030 Stock Option (Right to Buy) expiry

Derivative shares exercised 58 derivative shares Stock Option converted to Class A Common Stock

Key Terms

Stock Option (Right to Buy), Class A Common Stock, derivative security, fully vested and exercisable

4 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)""

Class A Common Stock financial

"security_title: "Class A Common Stock""

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.

derivative security financial

"transaction_code_description: "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

"footnote: "The options are fully vested and exercisable.""

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

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^*

Chen Stephen C.

(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)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/17/2026		M		58	A	$14.42	52,865	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
Stock Option (Right to Buy)	$14.42	06/17/2026		M			58	(1)	03/10/2030	Class A Common Stock	58	$0	0	D

Explanation of Responses:

1. The options are fully vested and exercisable.

Remarks:

	/s/ Stephen C. Chen	06/18/2026
	** 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)

FAQ

What insider transaction did Duolingo (DUOL) report for Stephen C. Chen?

Duolingo reported that General Counsel Stephen C. Chen exercised stock options to acquire 58 shares of Class A Common Stock at $14.42 per share. This was an option exercise, not an open-market trade, and increased his directly held share count modestly.

Did Duolingo executive Stephen C. Chen sell any DUOL shares in this Form 4?

No, the Form 4 shows an option exercise, not a share sale. Chen acquired 58 Class A shares via exercising a stock option, and there is no reported open-market sale or tax-withholding disposition in this filing excerpt.

How many Duolingo shares does Stephen C. Chen hold after this transaction?

After exercising options for 58 shares, Stephen C. Chen directly holds 52,865 shares of Duolingo Class A Common Stock. This figure reflects his reported direct ownership immediately following the transaction on the Form 4.

What were the key terms of the Duolingo stock option exercised by Stephen C. Chen?

The exercised Duolingo stock option covered 58 shares of Class A Common Stock at a conversion or exercise price of $14.42 per share, with an expiration date of March 10, 2030. The options were fully vested and exercisable at the time of exercise.

Is the Stephen C. Chen Form 4 transaction at Duolingo considered routine?

The transaction appears routine, reflecting a small option exercise of 58 shares with no concurrent sale or tax withholding. Such compensation-related exercises are common for executives and typically represent administrative updates to equity positions rather than major trading decisions.