A Form 4 filed with the SEC on September 10, 2026, disclosed that William B. Gordon, a director at Duolingo, Inc. (NASDAQ:DUOL), sold Class A Common Stock across six separate transactions on September 8, 2026, pursuant to a pre-established Rule 10b5-1 trading plan.

Key Highlights

  • Reporting person: William B. Gordon, identified as a Director of Duolingo, Inc.
  • Total shares disposed: Six sales transactions on September 8, 2026, covering 800, 2,742, 3,483, 2,675, 200, and 100 shares of Class A Common Stock, respectively.
  • Price range across all transactions: Weighted average prices ranged from $143.8345 to $151.64 per share, with individual underlying sales ranging as low as $143.24 and as high as $149.16.
  • Post-transaction ownership: Following all reported sales, Gordon directly held 68,415 shares of Class A Common Stock.
  • Trading plan: All sales were made under a Rule 10b5-1 plan adopted on June 9, 2026.
  • Filing signed: Stephen Chen, as Attorney-in-Fact for William B. Gordon, signed the filing on September 10, 2026.

Details of Gordon's Class A Common Stock Sales at Duolingo

According to the filing, all six dispositions took place on September 8, 2026, and each carried transaction code "S," indicating open-market sales. The first transaction involved 800 shares at a weighted average price of $143.8345, with underlying sales ranging from $143.24 to $144.22. The second covered 2,742 shares at a weighted average of $144.587, with individual prices between $144.25 and $145.21. The third transaction, the largest by share count, involved 3,483 shares at a weighted average of $145.9081, with prices ranging from $145.25 to $146.24.

The fourth transaction covered 2,675 shares at a weighted average of $146.5846, with underlying prices from $146.25 to $147.16. The fifth involved 200 shares at a weighted average of $148.675, with prices from $148.19 to $149.16. The sixth and final transaction covered 100 shares at $151.64, with no footnote indicating a price range for that tranche. After each successive sale, the filing recorded Gordon's directly held share balance declining from 77,615 to 74,873, then to 71,390, 68,715, 68,515, and finally 68,415 shares.

The filing notes that all sales were effected pursuant to a Rule 10b5-1 trading plan adopted on June 9, 2026. Duolingo, Inc. is a language-learning platform whose Class A Common Stock is listed on NASDAQ. For transactions where weighted average prices were reported, Gordon undertook to provide full per-share detail to the SEC, the issuer, or any security holder upon request, as disclosed in the filing's footnotes.

What Was Disclosed

The Form 4 reported six sales of Class A Common Stock in Duolingo, Inc. by director William B. Gordon on September 8, 2026, executed under a pre-adopted Rule 10b5-1 plan, with post-transaction direct beneficial ownership of 68,415 shares.