Stephen C. Chen, General Counsel of Duolingo, Inc., filed a statement of changes in beneficial ownership with the SEC on August 19, 2026, reporting a transaction in Class A Common Stock dated August 17, 2026.

Key Highlights

  • Reporting person: Stephen C. Chen, serving as General Counsel of Duolingo, Inc.
  • Transaction date: August 17, 2026, involving Class A Common Stock of Duolingo, Inc. (NASDAQ:DUOL).
  • Shares disposed: 1,024 shares sold (transaction code S) at a price of $129.13 per share.
  • Purpose of sale: According to the filing, shares were "automatically sold to satisfy tax withholding obligations in connection with the vesting of restricted stock units and delivery of shares."
  • Remaining ownership: Chen directly held 51,841 shares of Class A Common Stock following the reported transaction.

Duolingo General Counsel's RSU-Related Share Disposition and Ownership Position

According to the filing, Stephen C. Chen, who serves as General Counsel at Duolingo, Inc., disposed of 1,024 shares of Class A Common Stock on August 17, 2026, at a price of $129.13 per share. The filing notes that this sale was not a discretionary open-market transaction but was instead an automatic sale carried out to cover tax withholding obligations arising from the vesting of restricted stock units and the delivery of the underlying shares. Such automatic withholding sales are a common mechanism used by companies to settle an officer's tax liability at the time equity awards vest.

Duolingo, Inc. is a Pittsburgh-based company known for its digital language-learning platform, which offers instruction across dozens of languages through a mobile application and web interface. The company's Class A Common Stock is listed on NASDAQ under the ticker symbol DUOL. Following the reported disposition, Chen's direct beneficial ownership in Class A Common Stock stood at 51,841 shares, according to the filing. No derivative securities transactions were reported in Table II of the filing.

What Was Disclosed

The filing reported a single disposition of 1,024 shares of Duolingo Class A Common Stock by General Counsel Stephen C. Chen on August 17, 2026, at $129.13 per share, executed automatically to satisfy tax withholding on vested restricted stock units, leaving Chen with direct ownership of 51,841 shares.