Chen Stephen C. 4

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.