=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-17
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Duolingo, Inc. (DUOL)
CIK: 0001562088
--- Reporting Owner ---
Name: Chen Stephen C.
CIK: 0001869758
Role: Officer (General Counsel)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-02-17 | Code: S (Open market sale)
Shares: -896 | Price: $110.06
Total Value: $98,613.76
Shares Owned After: 32,446 | Ownership: D (Direct)
Footnotes:
[F1] Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs") and delivery of shares.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-02-18 | Code: S (Open market sale)
Shares: -821 | Price: $111.83
Total Value: $91,812.43
Shares Owned After: 31,625 | Ownership: D (Direct)
Footnotes:
[F2] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.
[F3] 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 $111.83 to $112.79, 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.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-02-18 | Code: S (Open market sale)
Shares: -480 | Price: $113.95
Total Value: $54,696.19
Shares Owned After: 31,145 | Ownership: D (Direct)
Footnotes:
[F2] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.
[F4] 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 $113.31 to $114.23, 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.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-02-18 | Code: S (Open market sale)
Shares: -520 | Price: $114.55
Total Value: $59,566.99
Shares Owned After: 30,625 | Ownership: D (Direct)
Footnotes:
[F2] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.
[F5] 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 $114.31 to $115.23, 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.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-02-18 | Code: S (Open market sale)
Shares: -80 | Price: $115.47
Total Value: $9,237.60
Shares Owned After: 30,545 | Ownership: D (Direct)
Footnotes:
[F2] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.
[F6] 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 $115.47 to $115.52, 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.
--- Footnotes (Complete Index) ---
F1: Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs") and delivery of shares.
F2: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.
F3: 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 $111.83 to $112.79, 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.
F4: 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 $113.31 to $114.23, 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.
F5: 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 $114.31 to $115.23, 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.
F6: 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 $115.47 to $115.52, 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.
--- Signature ---
/s/ /s/ Stephen C. Chen (2026-02-19)
