SEC Form 4 · accession 0001628280-26-061361
Duolingo, Inc. · DUOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William B Gordon
Director
Period of report
Sep 8, 2026
Accepted (ET)
Sep 10, 2026 · 4:23 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001562088
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Sep 8, 2026 | S | 800 | $143.8345 | D | 77,615 | D | |
| Class A Common StockF3 | Sep 8, 2026 | S | 2,742 | $144.587 | D | 74,873 | D | |
| Class A Common StockF4 | Sep 8, 2026 | S | 3,483 | $145.9081 | D | 71,390 | D | |
| Class A Common StockF5 | Sep 8, 2026 | S | 2,675 | $146.5846 | D | 68,715 | D | |
| Class A Common StockF6 | Sep 8, 2026 | S | 200 | $148.675 | D | 68,515 | D | |
| Class A Common Stock | Sep 8, 2026 | S | 100 | $151.64 | D | 68,415 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 9, 2026.
- F2The 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 $143.24 to $144.22, 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.
- F3The 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 $144.25 to $145.21, 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.
- F4The 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 $145.25 to $146.24, 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.
- F5The 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 $146.25 to $147.16, 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.
- F6The 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 $148.19 to $149.16, 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.