Form 4: Duolingo Chief Engineering Officer Sells Over 2,400 Shares Under Pre-Arranged 10b5-1 Plan

Duolingo's Chief Engineering Officer, Natalie Glance, sold 2,409 shares of Class A Common Stock on July 1, 2025, through a pre-arranged Rule 10b5-1 trading plan.

Summary

• Natalie Glance, Duolingo, Inc.'s Chief Engineering Officer, reported the sale of Class A Common Stock.
• The transactions occurred on July 1, 2025, and involved the disposition of a total of 2,409 shares.
• The sales were executed at weighted average prices ranging from $395.933 to $413.14 per share.
• These sales were conducted pursuant to a Rule 10b5-1 trading plan that was adopted on November 14, 2024.
• Following these transactions, Natalie Glance directly beneficially owns 126,945 shares of Class A Common Stock and indirectly owns 130 shares through her son.

Sentiment

Score: 5

Explanation: The sale of shares by an insider, while a disposition, was conducted under a pre-arranged Rule 10b5-1 trading plan. This typically indicates a non-discretionary, scheduled transaction rather than a signal of negative sentiment regarding the company's future prospects, thus resulting in a neutral sentiment.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, which indicates a non-discretionary, scheduled transaction rather than a signal of immediate negative sentiment.

Negatives

• The disposition of 2,409 shares by a key executive reduces their direct ownership stake in the company.

Risks

• Potential for market misinterpretation of insider share sales, despite the transactions being conducted under a pre-arranged Rule 10b5-1 trading plan.

Future Outlook

This Form 4 filing reports past and scheduled insider transactions and does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• The sales were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on November 14, 2024.
• The prices reported are weighted average sale prices, with full information regarding shares sold at each respective price available upon request to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer.

Industry Context

This insider transaction report is specific to Duolingo, Inc. and does not provide broader industry context or trends.

Comparison to Industry Standards

• This document is a standard SEC Form 4 filing, which is a regulatory requirement for reporting insider transactions. It does not contain information for direct comparison to industry-specific operational or financial benchmarks.

Related Party Transactions

• Natalie Glance indirectly owns 130 shares of Class A Common Stock through her son.

Stakeholder Impact

• Shareholders may interpret the insider sale as a signal, although the use of a Rule 10b5-1 plan generally indicates a pre-scheduled, non-discretionary transaction.
• No direct impact on employees, customers, suppliers, or creditors is indicated by this insider transaction report.

Next Steps

• The Reporting Person undertakes to provide full information regarding the number of shares sold at each respective price within the reported ranges upon request.

Key Dates

Keywords

Duolingo, DUOL, SEC Form 4, insider trading, stock sale, 10b5-1 plan, Natalie Glance, Chief Engineering Officer, Class A Common Stock