Duolingo (DUOL) general counsel’s 1,024-share sale covers taxes

Q: What insider transaction did Duolingo (DUOL) report for Stephen C. Chen on August 17, 2026?

Duolingo reported that General Counsel Stephen C. Chen had 1,024 DUOL Class A shares sold on 2026-08-17 at $129.13 per share. The company states this sale was automatic to cover tax withholding obligations from restricted stock unit vesting.

Q: Was the August 17, 2026 DUOL insider sale by Stephen C. Chen a discretionary trade?

The filing indicates it was not a discretionary sale . Duolingo discloses the 1,024 shares of Class A stock were automatically sold to satisfy tax withholding obligations tied to the vesting of restricted stock units and share delivery.

Q: How many Duolingo (DUOL) shares does Stephen C. Chen hold after the reported transaction?

After the August 17, 2026 transaction, General Counsel Stephen C. Chen holds 51,841 shares of Duolingo Class A common stock directly. This figure reflects his post-transaction ownership following the automatic sale for tax withholding purposes.

Q: At what price were Stephen C. Chen’s Duolingo (DUOL) shares sold on August 17, 2026?

The reported sale price was $129.13 per share for the 1,024 DUOL Class A shares sold on 2026-08-17 . Duolingo clarifies these shares were automatically sold to cover tax withholding obligations associated with restricted stock unit vesting.

Q: What is the nature of the Duolingo (DUOL) shares involved in Stephen C. Chen’s Form 4 filing?

The transaction involved Class A Common Stock of Duolingo, Inc. The 1,024 shares sold were tied to the vesting of restricted stock units , with the sale executed automatically to meet tax withholding obligations at vesting.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Duolingo, Inc. (DUOL) reported that Stephen C. Chen, General Counsel, had 1,024 shares of Class A common stock sold on 2026-08-17 at $129.13 per share. According to the company disclosure, these shares were automatically sold to satisfy tax withholding obligations upon vesting of restricted stock units, and Chen now holds 51,841 shares directly.

Insider Trade Summary

Net Seller: 1,024 shares

Net Sell 1 txn

Insider Chen Stephen C.

Role General Counsel

Sold 1,024 shs ($132K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock ^F1	1,024	$129.13	$132K

Holdings After Transaction: Class A Common Stock — 51,841 shares (Direct)

Footnotes (1)

F1. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of restricted stock units and delivery of shares

Key Figures

Shares sold: 1,024 shares Sale price per share: $129.13 Shares owned after transaction: 51,841 shares +1 more

4 metrics

Shares sold 1,024 shares Class A Common Stock sold on 2026-08-17 to satisfy tax withholding obligations

Sale price per share $129.13 Price per share for 1,024 Class A shares sold on 2026-08-17

Shares owned after transaction 51,841 shares Direct holdings of Stephen C. Chen following the reported sale

Net shares sold 1,024 shares Net sell direction across all reported transactions in this Form 4

Key Terms

restricted stock units, tax withholding obligations, Class A Common Stock

3 terms

restricted stock units financial

"in connection with the vesting of restricted stock units and delivery"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"sold to satisfy tax withholding obligations in connection with the vesting"

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.

FAQ

What insider transaction did Duolingo (DUOL) report for Stephen C. Chen on August 17, 2026?

Duolingo reported that General Counsel Stephen C. Chen had 1,024 DUOL Class A shares sold on 2026-08-17 at $129.13 per share. The company states this sale was automatic to cover tax withholding obligations from restricted stock unit vesting.

Was the August 17, 2026 DUOL insider sale by Stephen C. Chen a discretionary trade?

The filing indicates it was not a discretionary sale. Duolingo discloses the 1,024 shares of Class A stock were automatically sold to satisfy tax withholding obligations tied to the vesting of restricted stock units and share delivery.

How many Duolingo (DUOL) shares does Stephen C. Chen hold after the reported transaction?

After the August 17, 2026 transaction, General Counsel Stephen C. Chen holds 51,841 shares of Duolingo Class A common stock directly. This figure reflects his post-transaction ownership following the automatic sale for tax withholding purposes.

At what price were Stephen C. Chen’s Duolingo (DUOL) shares sold on August 17, 2026?

The reported sale price was $129.13 per share for the 1,024 DUOL Class A shares sold on 2026-08-17. Duolingo clarifies these shares were automatically sold to cover tax withholding obligations associated with restricted stock unit vesting.

What is the nature of the Duolingo (DUOL) shares involved in Stephen C. Chen’s Form 4 filing?

The transaction involved Class A Common Stock of Duolingo, Inc. The 1,024 shares sold were tied to the vesting of restricted stock units, with the sale executed automatically to meet tax withholding obligations at vesting.

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

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

Add on Google

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/19/2026 - 05:16 PM Accepted by SEC EDGAR 08/19/2026 - 05:16 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^*

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)
08/17/2026

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)
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	08/17/2026		S⁽¹⁾		1,024	D	$129.13	51,841	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)

Explanation of Responses:

1. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of restricted stock units and delivery of shares

Remarks:

	/s/ Stephen C. Chen	08/19/2026
	** 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