Form 4: Duolingo CBO Sells Shares for Tax Obligations

Duolingo's Chief Business Officer, Robert Meese, sold 1,444 shares of Class A Common Stock for $329.03 per share to cover tax withholding obligations related to RSU vesting.

Summary

• Robert Meese, Chief Business Officer of Duolingo, Inc., sold 1,444 shares of Class A Common Stock.
• The sale occurred on August 15, 2025, at a price of $329.03 per share.
• The transaction was an automatic sale to satisfy tax withholding obligations arising from the vesting of Restricted Stock Units (RSUs).
• Following the transaction, Mr. Meese directly holds 120,080 shares and indirectly holds 3,600 shares through two minor's trusts.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary sale to cover tax obligations from RSU vesting, which is a neutral event and does not reflect a change in management's confidence or the company's fundamentals.

Future Outlook

This filing does not contain any forward-looking statements or guidance.

Industry Context

This filing details a routine insider stock transaction and does not provide broader industry trends or competitive analysis.

Related Party Transactions

• Indirect beneficial ownership of 1,800 shares each by Eliot Meese Qualified Minor's Trust and Isaac Meese Qualified Minor's Trust.

Stakeholder Impact

• Minimal direct impact on shareholders as this is a routine, non-discretionary sale for tax purposes, not a discretionary sale indicating a change in confidence.
• No direct impact on employees, customers, suppliers, or creditors from this specific transaction.

Key Dates

Recommendation

The transaction reported is a non-discretionary sale of shares by an insider solely to cover tax withholding obligations upon the vesting of Restricted Stock Units. This type of transaction is routine and does not indicate a change in the insider's view of the company's prospects or fundamental value. Therefore, it provides no new information that would warrant a change in investment recommendation.

Keywords

Duolingo, DUOL, SEC Form 4, Insider Trading, Stock Sale, Restricted Stock Units, RSU Vesting, Tax Withholding, Robert Meese, Chief Business Officer