Chen Stephen C. 4
4 · Duolingo, Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Duolingo (DUOL) GC Stephen Chen Receives RSUs, Sells Shares
What Happened
- Stephen C. Chen, General Counsel of Duolingo, received an award of 24,411 restricted stock units (RSUs) on May 15, 2026 (valued at $2,735,497 at $112.06 each). Concurrently and shortly after, he disposed of 2,797 shares in open-market sales across May 15 and May 18 for a combined ~$316,574 (820 shares for $91,971 @ $112.16; 1,277 shares for $144,648 @ $113.27; 700 shares for $79,955 @ $114.22). Receiving RSUs is an award/acquisition (A); the sales are routine open-market transactions (S).
Key Details
- Transaction dates & reported prices:
- 2026-05-15: RSU award 24,411 @ $112.06 (total $2,735,497).
- 2026-05-15: Sale 820 @ $112.16 (total $91,971) — shares sold to cover taxes (F2).
- 2026-05-18: Sale 1,277 @ $113.27 (total $144,648) — sold under a Rule 10b5-1 plan adopted 5/27/2025 (F3); price range for these trades reported as $112.82–$113.68 (F4).
- 2026-05-18: Sale 700 @ $114.22 (total $79,955) — price range for these trades reported as $113.82–$114.66 (F5).
- Net cash raised from the sales: approximately $316,574.
- Vesting detail: the 24,411 RSUs are subject to a quarterly vesting schedule (1/16th vests on each quarterly anniversary beginning May 15, 2026) (F1).
- Shares owned after the transactions: not specified in this Form 4.
- Filing timeliness: Form 4 was filed on 2026-05-19, within the two-business-day reporting window for the May 15 and May 18 transactions.
Context
- The RSUs are an award that will convert to one share per RSU as they vest; 820 of the newly delivered shares were automatically sold to satisfy tax withholding (a common administrative step, not necessarily a market sentiment signal).
- The May 18 sales were executed under a pre-established Rule 10b5-1 trading plan, which typically governs timing and execution of open-market sales.
Insider Transaction Report
Form 4
Duolingo, Inc.DUOL
Chen Stephen C.
General Counsel
Transactions
- Award
Class A Common Stock
[F1]2026-05-15$112.06/sh+24,411$2,735,497→ 55,604 total - Sale
Class A Common Stock
[F2]2026-05-15$112.16/sh−820$91,971→ 54,784 total - Sale
Class A Common Stock
[F3][F4]2026-05-18$113.27/sh−1,277$144,648→ 53,507 total - Sale
Class A Common Stock
[F3][F5]2026-05-18$114.22/sh−700$79,955→ 52,807 total
Footnotes (5)
- [F1]Constitute Restricted Stock Units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs shall vest on each quarterly anniversary of May 15, 2026.
- [F2]Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of RSUs and delivery of shares.
- [F3]The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.
- [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 $112.82 to $113.68, 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 $113.82 to $114.66, 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|2026-05-19