Stephen C. Chen, General Counsel of Duolingo, Inc. (NASDAQ:DUOL), filed a Form 4 on September 15, 2026, reporting the sale of Class A Common Stock on September 14, 2026, pursuant to a Rule 10b5-1 trading plan.

Key Highlights

  • First transaction: 2,107 shares of Class A Common Stock disposed of at $147.43 per share on September 14, 2026.
  • Second transaction: 5,965 shares of Class A Common Stock disposed of at $150.00 per share on September 14, 2026.
  • Remaining ownership: Chen held 43,769 shares of Class A Common Stock directly following the reported transactions.
  • Trading plan: Both sales were effected pursuant to a Rule 10b5-1 trading plan adopted on June 14, 2026.
  • Reporting person role: Chen is identified in the filing as General Counsel of Duolingo, Inc.

Details of Stephen C. Chen's Reported Share Sales at Duolingo

According to the Form 4 filed with the SEC on September 15, 2026, Stephen C. Chen, General Counsel of Duolingo, Inc., reported two separate dispositions of Class A Common Stock, both occurring on September 14, 2026, and both coded "S" (sale) in the filing. The first transaction involved 2,107 shares sold at a price of $147.43, reducing his directly held position from an implied prior level to 49,734 shares. The second transaction involved 5,965 shares sold at $150.00, further reducing his directly held position to 43,769 shares.

The filing indicates that both sales were carried out under a Rule 10b5-1 trading plan that Chen adopted on June 14, 2026. The form also notes that the box indicating the transactions were "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)" was checked. All reported shares are held directly, with no indirect beneficial ownership reported for these transactions.

No derivative securities transactions were reported in Table II of the filing. The form was signed by Stephen C. Chen and dated September 15, 2026, and was filed as a single-person report by one reporting person.

What Was Disclosed

The filing discloses that Duolingo's General Counsel, Stephen C. Chen, sold a combined 8,072 shares of Class A Common Stock on September 14, 2026, at prices of $147.43 and $150.00 per share, under a pre-established Rule 10b5-1 plan, leaving him with 43,769 directly held shares.