DUOL Insider Stephen Chen Acquires 1,700 Shares via Option Exercise

Rhea-AI Filing Summary

Stephen C. Chen, General Counsel of Duolingo, Inc. (DUOL), exercised stock options to acquire 1,700 shares of Class A common stock on 09/18/2025 at an exercise price of $14.42 per share. The filing shows the option shares were fully vested and exercisable. After the reported transaction, Mr. Chen directly beneficially owned 34,338 shares of Class A common stock and held derivative securities covering 2,506 shares. The derivative line reflects that 1,700 option shares were acquired on the transaction date and that his total derivative holdings following the transaction are 2,506, with the newly acquired options exercisable through 03/10/2030.

Positive

• Option exercise disclosed with specific transaction date and price ($14.42), providing transparency
• Shares fully vested and exercisable, as explicitly stated in the filing
• Post-transaction ownership reported: 34,338 direct Class A shares and 2,506 derivative interests

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider option exercise; increases direct shareholding modestly and converts vested options to shares.

The Form 4 discloses a standard exercise of vested employee stock options by an officer. The exercise price of $14.42 and the acquisition of 1,700 shares are explicit. Post-transaction direct beneficial ownership is 34,338 Class A shares and total derivative holdings are reported as 2,506 shares, indicating remaining unexercised options or other derivative positions. This filing is a typical equity compensation event and does not by itself indicate a material change in company control or a significant shift in insider ownership percentage.

Corporate Governance Expert

TL;DR: Disclosure is complete and timely for an officer option exercise; notes vesting and exercisability.

The report identifies the reporting person, relationship to the issuer (General Counsel and officer), transaction date, and that the shares subject to the option were fully vested and exercisable. The filing includes the post-transaction beneficial ownership figures and the option expiration date (03/10/2030) for the acquired option shares. From a governance and compliance perspective, the Form 4 appears to meet disclosure requirements for Section 16 reporting of insider transactions.

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 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)
09/18/2025

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	09/18/2025		M		1,700	A	$14.42	34,338	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	09/18/2025		M			1,700	(1)	03/10/2030	Class A Common Stock	1,700	$0	2,506	D

Explanation of Responses:

1. The shares subject to the option are fully vested and exercisable.

Remarks:

	/s/ Stephen C. Chen	09/19/2025
	** 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 Duolingo insider Stephen C. Chen do on 09/18/2025?

He exercised stock options to acquire 1,700 Class A shares at an exercise price of $14.42 per share on 09/18/2025.

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

After the reported transaction he beneficially owned 34,338 Class A shares directly and held derivative securities covering 2,506 shares.

Were the option shares exercised by Stephen C. Chen vested and exercisable?

Yes. The filing explicitly states that the shares subject to the option are fully vested and exercisable.

What is the exercise price and expiration date for the options acquired?

The exercise price is $14.42 per share and the derivative securities underlying the acquired options have an expiration date of 03/10/2030.

What is Stephen C. Chen's role at Duolingo as stated in the filing?

He is listed as General Counsel and an officer of Duolingo, Inc.