Duolingo, Inc. officer Stephen Chen filed a Form 144 notice of proposed sale on November 4, 2026, disclosing plans to sell 3,700 shares of Duolingo common stock on NASDAQ.

Key Highlights

  • Proposed sale: Stephen Chen, an officer of Duolingo, Inc., intends to sell 3,700 shares of common stock with an aggregate market value of $473,600.00.
  • Source of shares: The shares were acquired on December 19, 2024, through previously exercised stock options from the issuer, with payment made in cash on the same date.
  • Shares outstanding: According to the filing, there are 40,779,003 shares of Duolingo common stock outstanding.
  • 10b5-1 plan: The sale is made under a Rule 10b5-1 plan adopted on June 14, 2026, with Morgan Stanley Smith Barney LLC Executive Financial Services named as broker.
  • Prior sales in past 3 months: Chen sold 8,072 shares on September 14, 2026, for gross proceeds of $1,205,385.01, and 1,024 shares on August 17, 2026, for gross proceeds of $132,229.12, both under 10b5-1 plans.

Stephen Chen's Proposed Duolingo Share Sale Under 10b5-1 Plan

According to the Form 144 filing submitted on November 4, 2026, Stephen Chen, identified as an officer of Duolingo, Inc. (NASDAQ:DUOL), notified the SEC of a proposed sale of 3,700 shares of the company's common stock. The filing lists the aggregate market value of the proposed sale at $473,600.00, with an approximate sale date of November 4, 2026, through broker Morgan Stanley Smith Barney LLC Executive Financial Services in New York.

The filing discloses that the shares to be sold were acquired on December 19, 2024, through previously exercised stock options granted by the issuer, and that full payment was made in cash on the same date. The proposed sale is conducted under a Rule 10b5-1 trading plan, with the filing indicating the plan was adopted on June 14, 2026. By signing the notice, the filer represented, as of the plan adoption date, that he did not know of any material adverse information regarding the current and prospective operations of Duolingo, Inc. that had not been publicly disclosed.

The filing also reports two sales by Chen during the prior three months: 8,072 shares sold on September 14, 2026, generating gross proceeds of $1,205,385.01, and 1,024 shares sold on August 17, 2026, generating gross proceeds of $132,229.12. Both prior transactions are listed as 10b5-1 sales. Duolingo, Inc. is headquartered at 5900 Penn Avenue, Pittsburgh, Pennsylvania 15206, and carries SEC file number 001-40653.

What Was Disclosed

Stephen Chen, an officer of Duolingo, Inc., filed a Form 144 on November 4, 2026, to propose the sale of 3,700 common shares valued at $473,600.00, acquired via exercised stock options in December 2024, under a 10b5-1 plan adopted June 14, 2026.