Chen Stephen C. 4

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.