Chen Stephen C. 4
4 · Duolingo, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Duolingo (DUOL) GC Stephen Chen Sells 2,797 Shares
What Happened
- Stephen C. Chen, General Counsel of Duolingo, sold a total of 2,797 shares in open-market transactions on Feb 17–18, 2026 for aggregate proceeds of approximately $313,927. Individual reported transactions:
- 896 shares @ $110.06 = $98,614 (2/17)
- 821 shares @ $111.83 = $91,812 (2/18)
- 480 shares @ $113.95 = $54,696 (2/18)
- 520 shares @ $114.55 = $59,567 (2/18)
- 80 shares @ $115.47 = $9,238 (2/18)
- These were sales (not purchases); part of the transactions were routine tax-withholding sales related to RSU vesting and part were executed under a pre-established 10b5‑1 trading plan.
Key Details
- Transaction dates: Feb 17, 2026 (one block) and Feb 18, 2026 (four blocks); filing date: Feb 20, 2026 (appears timely).
- Total shares sold: 2,797; total proceeds ≈ $313,927.
- Price details: some prices reported as weighted averages with ranges per broker:
- Range examples: $111.83–112.79; $113.31–114.23; $114.31–115.23; $115.47–115.52 (see footnotes F3–F6).
- Notable footnotes:
- F1: Shares automatically sold to satisfy tax withholding on RSU vesting.
- F2: Some sales effected under a Rule 10b5‑1 trading plan adopted May 27, 2025.
- F3–F6: Broker-calculated weighted-average prices with per-share price ranges; filing offers to provide breakdown on request.
- Shares owned after transaction: not specified in the provided excerpt of the filing (see full Form 4 for post-transaction holdings).
Context
- Sales to cover tax withholding on vested RSUs and executions under a 10b5‑1 plan are common and typically routine; they do not by themselves indicate a change in insider confidence.
- Filing was submitted within the typical two-business-day window after the reported transactions, so no late-filing flag is indicated in the provided data.
Insider Transaction Report
Form 4
Duolingo, Inc.DUOL
Chen Stephen C.
General Counsel
Transactions
- Sale
Class A Common Stock
[F1]2026-02-17$110.06/sh−896$98,614→ 32,446 total - Sale
Class A Common Stock
[F2][F3]2026-02-18$111.83/sh−821$91,812→ 31,625 total - Sale
Class A Common Stock
[F2][F4]2026-02-18$113.95/sh−480$54,696→ 31,145 total - Sale
Class A Common Stock
[F2][F5]2026-02-18$114.55/sh−520$59,567→ 30,625 total - Sale
Class A Common Stock
[F2][F6]2026-02-18$115.47/sh−80$9,238→ 30,545 total
Footnotes (6)
- [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/ Stephen C. Chen|2026-02-19