Chen Stephen C. 4

What Happened

• Stephen C. Chen, General Counsel of Duolingo, exercised stock options on May 12, 2026. He acquired 648 common shares at an exercise price of $14.42 per share, for a total cash outlay of $9,344.
• The filing also reports the conversion/disposition of 648 derivative units at $0.00, which reflects the option instrument being converted into the underlying shares (no cash proceeds reported).

Key Details

• Transaction date: 2026-05-12; Filing date (Form 4): 2026-05-13.
• Transaction type/code: M (option exercise/conversion).
• Price paid: $14.42 per share; Shares acquired: 648; Total paid: $9,344.
• Shares owned after transaction: Not specified in the reported excerpt.
• Footnote: F1 — the option shares were fully vested and exercisable.
• Timeliness: Filed the day after the transaction (no late filing flag indicated).

Context

• This was an exercise of vested options (conversion of a derivative into common stock), not an open-market purchase or sale. The filing does not show any immediate sale of the newly acquired shares (i.e., not a cashless exercise or sale reported).
• Option exercises are routine for insiders when options vest; they do represent an insider acquiring or retaining equity but should be viewed alongside other holdings and trades for broader context.