SEC Form 4 · accession 0001628280-26-062790
Duolingo, Inc. · DUOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Luis von Ahn
Officer — President & CEO, Co-Founder · Director · 10% Owner
Period of report
Sep 16, 2026
Accepted (ET)
Sep 18, 2026 · 8:25 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 Stock | Sep 16, 2026 | C | 23,040 | $14.42 | A | 23,040 | D | |
| Class A Common Stock | Sep 16, 2026 | C | 5,252 | $38.08 | A | 28,292 | D | |
| Class A Common StockF2 | Sep 16, 2026 | S | 27,272 | $150.1749 | D | 1,020 | D | |
| Class A Common StockF3 | Sep 16, 2026 | S | 1,020 | $151.54 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $14.42 | Sep 16, 2026 | M | 23,040 | D | — | Dec 12, 2029 | Class B Common Stock | 23,040 | 27,960 | D |
| Class B Common StockF5 | — | Sep 16, 2026 | C | 23,040 | A | — | — | Class A Common Stock | 23,040 | 3,391,160 | D |
| Class B Common StockF5 | — | Sep 16, 2026 | C | 23,040 | D | — | — | Class A Common Stock | 23,040 | 3,368,120 | D |
| Stock Option (Right to Buy)F4 | $38.08 | Sep 16, 2026 | M | 5,252 | D | — | Dec 2, 2030 | Class B Common Stock | 5,252 | 169,748 | D |
| Class B Common StockF5 | — | Sep 16, 2026 | C | 5,252 | A | — | — | Class A Common Stock | 5,252 | 3,373,372 | D |
| Class B Common StockF5 | — | Sep 16, 2026 | C | 5,252 | D | — | — | Class A Common Stock | 5,252 | 3,368,120 | D |
Explanation of responses
- F1The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 2, 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 $150.00 to $150.54, 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 $151.53 to $152.55, 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 shares subject to the option are fully vested and exercisable.
- F5Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers further described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, and (iii) the death of the Reporting Person.