Duolingo (DUOL) 10% Owner Luis von Ahn Sells Shares

What Happened

• Luis von Ahn (reported as a 10% owner) converted/exercised derivative securities and acquired a total of 40,980 Duolingo shares, and sold the same number of shares in open-market transactions on Sept. 21–22, 2026. The conversions/exercises show cash amounts paid of about $898,984 (combined: 27,960 @ $14.42 = $403,183; 9,406 @ $38.08 = $358,180; 3,614 @ $38.08 = $137,621). The open-market sales totaled approximately $6,173,727 (33,257 @ weighted avg $150.46 = $5,003,985; 4,109 @ $151.07 = $620,746; 200 @ $150.00 = $30,000; 3,414 @ $152.02 = $518,996).
• These transactions reflect conversions/exercises followed by sales (i.e., shares were acquired through derivative conversion/exercise and then sold), which is often described as a cashless/convert-and-sell sequence rather than a plain purchase.

Key Details

• Transaction dates: Sept. 21–22, 2026. Filing date: Sept. 23, 2026 (timely within Form 4 rules).
• Shares acquired via conversion/exercise: 40,980 (combined acquisitions shown at prices resulting in ~$898,984 of cash paid).
• Shares sold: 40,980 for roughly $6.17 million total.
• Reported sale price ranges: weighted averages shown; broker-calculated sale prices ranged approximately $150.00–$152.02 per share. Broker can provide per-trade breakdown on request (see footnotes).
• Footnotes of note:
  • Sales were effected pursuant to a Rule 10b5-1 trading plan adopted June 2, 2026 (F1).
  • Broker-calculated weighted-average sale prices; the reporting person will provide detailed price-by-price breakdown on request (F2, F3).
  • Options referenced are fully vested and exercisable (F4).
  • Some conversions relate to Class B → Class A common stock conversion mechanics (Class B shares are convertible into Class A; see F5).
• Shares owned after the transaction: not specified in the supplied data — see the Form 4 for the reporter’s post-transaction beneficial ownership disclosure.

Context

• For retail investors: the filing shows an insider converted/exercised derivative securities (options/Class B conversions) and sold the resulting shares. That pattern (exercise/conversion followed by sale) is different from an outright open-market purchase — it realizes value from previously held derivative positions or Class B holdings.
• The sales were made under a 10b5-1 trading plan, which is a pre-arranged schedule/trading plan used by insiders to sell shares and can indicate routine, pre-planned dispositions rather than opportunistic timing.
• This filing was timely; no late filing indication was provided.

For full details, consult the filed Form 4 (Accession 0001628280-26-063251) for exact post-transaction beneficial ownership and the per-trade price breakdown.