Duolingo, Inc. SEC Filings

Duolingo, Inc. (DUOL) Form 144 notice reports a proposed sale of 1,515 common shares through Morgan Stanley Smith Barney, with an aggregate market value of $486,981.60 and an approximate sale date of 08/26/2025. The shares were acquired as restricted stock units (RSUs) on 05/15/2022. The filer also reported a recent sale within the past three months: 1,282 shares sold on 08/15/2025 generating gross proceeds of $421,816.46. The notice includes the required representation that the selling person is not aware of undisclosed material adverse information and references Rule 10b5-1 procedures if applicable.

Insider sale notice for Duolingo (DUOL): This Form 144 reports a proposed sale of 10,937 shares of Duolingo common stock through Morgan Stanley Smith Barney LLC on the NASDAQ with an aggregate market value of $3,515,589.28. The filing lists 39,694,545 shares outstanding. The shares being offered were acquired by the filer through three events: exercise of stock options on 08/26/2025 (1,378 shares), previously exercised options on 06/12/2024 (6,500 shares), and restricted stock units on 05/15/2022 (3,059 shares). The notice also discloses a prior sale by the same person: 2,797 shares sold on 08/15/2025 for gross proceeds of $920,296.91. The filer certifies they are not aware of any undisclosed material adverse information.

Severin Hacker, Chief Technology Officer and Co‑Founder of Duolingo, filed a Form 4 disclosing insider transactions dated 08/20/2025. The filing shows a conversion and a gift: 10,000 shares of Class B common stock were converted into 10,000 shares of Class A common stock and reported as acquired at $0. On the same date, 10,000 shares of Class A common stock were disposed of as a gift at $0. After these transactions, the reporting person (indirectly via the SBH Trust, of which he is trustee) beneficially owns 2,886,917 shares of Class A common stock. The Form 4 was signed by an attorney‑in‑fact on 08/22/2025. The filing notes that Class B shares are convertible 1:1 into Class A and may auto‑convert on transfer, below a 5% threshold, or upon death.

Severin Hacker, Co-Founder and Chief Tech Officer of Duolingo (DUOL), reported multiple transactions on 08/19/2025. He acquired a stock option for 10,000 shares with a $38.08 exercise price and exercised or acquired 10,000 shares of Class B common stock. Simultaneously he sold a series of Class A shares under a Rule 10b5-1 trading plan, disposing of 10,000 then multiple blocks totaling 8,928 shares at weighted-average prices ranging roughly from $338.49 to $363.05. After these transactions he directly owns 72 Class A shares and indirectly holds 2,896,917 Class A shares through the SBH Trust, where he is trustee.

Natalie Glance, Chief Engineering Officer of Duolingo, Inc. (DUOL), reported multiple sales of Class A common stock on 08/18/2025 under a previously adopted Rule 10b5-1 trading plan. The filing shows disposals of 300, 900, 702, 169 and 400 shares (totaling 2,471 shares) at weighted-average sale prices reported between $364.39 and $370.12 per share across the grouped transactions, plus a separate disposition of 187 shares recorded as a gift. After these transactions, the reporting person beneficially owns 119,454 Class A shares directly.

The Form 4 states the sales were effected pursuant to a 10b5-1 plan adopted on November 14, 2024, and the filing includes broker-calculated weighted average prices with specified ranges for each grouped sale. The report was signed by an attorney-in-fact on 08/19/2025.

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.

Duolingo CFO Matthew Skaruppa sold 2,797 shares of Class A common stock on 08/15/2025 at $329.03 per share, leaving him with 52,904 shares directly held. The Form 4 states the sale was made to satisfy tax withholding obligations arising from the vesting and delivery of Restricted Stock Units (RSUs). The transaction is reported as a routine disposition tied to compensation-related vesting rather than an open-market investment decision.

Natalie Glance, Chief Engineering Officer of Duolingo, sold 2,533 shares of Class A common stock on 08/15/2025 at $329.03 per share to satisfy tax withholding tied to the vesting of restricted stock units (RSUs). After the transaction she beneficially owned 122,112 shares directly and 130 shares indirectly (held by her son). The filing was submitted via attorney-in-fact Stephen Chen on 08/18/2025. This disclosure documents a routine, non-discretionary sale to cover tax obligations arising from equity compensation.

Duolingo insider sale tied to RSU tax withholding Robert Meese, Chief Business Officer, reported a sale of 1,444 shares of Duolingo Class A common stock on 08/15/2025 at $329.03 per share. The filing states these shares were automatically sold to satisfy tax withholding obligations upon vesting of restricted stock units. After the transaction, Meese directly beneficially owned 120,080 Class A shares. The filing also discloses indirect holdings of 1,800 Class A shares each held by the Eliot Meese Qualified Minor's Trust and the Isaac Meese Qualified Minor's Trust. The Form 4 is signed by an attorney-in-fact on behalf of Meese on 08/18/2025.