[Form 4] Duolingo, Inc. Insider Trading Activity

Q: What insider activity did ENVX report on Form 4 dated 07/09/2025?

The Chief Legal Officer had 4,287 shares withheld to cover taxes from RSU vesting鈥攏o open-market trade.

Q: How many Enovix shares does Arthi Chakravarthy now own?

Post-transaction, she beneficially owns 431,334 ENVX shares, including 343,953 RSUs still to settle.

Q: What does transaction code 鈥淔鈥� mean in ENVX鈥檚 Form 4?

Code F indicates shares were withheld for tax purposes upon the vesting of equity awards.

Q: Was this Form 4 a discretionary buy or sell of ENVX stock?

No. It was a non-discretionary tax-withholding transaction; the insider neither bought nor sold on the open market.

Q: Does the filing signal anything about Enovix鈥檚 outlook?

Because the move is administrative, it offers no material insight into the company鈥檚 fundamentals or insider sentiment.

[Form 4] Duolingo, Inc. Insider Trading Activity

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Enovix Corporation (ENVX) 鈥� Form 4 insider filing dated 07/09/2025

Chief Legal Officer Arthi Chakravarthy reported an automatic share disposition related to the vesting of restricted stock units (RSUs) on 07/08/2025. The company withheld 4,287 common shares at a reference price of $13.44 per share (transaction code F) solely to cover federal and state tax obligations. No open-market purchase or sale occurred.

Following the withholding, Chakravarthy鈥檚 aggregate beneficial ownership stands at 431,334 shares, of which 343,953 shares are underlying un-settled RSUs. Ownership remains direct; no indirect holdings were reported. The filing does not reveal additional derivative transactions or new option grants.

Because the transaction represents routine tax-withholding rather than discretionary buying or selling, the filing carries minimal market impact and does not materially alter the insider鈥檚 exposure to ENVX equity.

Insights

TL;DR: Routine tax-withholding; neutral signal, does not change insider ownership meaningfully.

The Form 4 shows an F-code transaction鈥攕hares withheld to satisfy taxes on RSU vesting. Such actions are mandated and therefore provide no directional insight into insider sentiment. Chakravarthy鈥檚 remaining 431k-share stake (鈮�0.2鈥�0.3% of outstanding, depending on share count) indicates continued alignment but is unchanged economically. Investors should view this as administrative housekeeping rather than a valuation catalyst.

07/09/2025 - 05:11 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hacker Severin

(Last)

(First)

(Middle)

C/O DUOLINGO, INC.

5900 PENN AVENUE

(Street)

PITTSBURGH

15206

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Tech Officer, Co-Founder

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/07/2025		C		10,000	A	$38.08	10,072	D
Class A Common Stock	07/07/2025		S⁽¹⁾		200	D	$386.905⁽²⁾	9,872	D
Class A Common Stock	07/07/2025		S⁽¹⁾		500	D	$388.5641⁽³⁾	9,372	D
Class A Common Stock	07/07/2025		S⁽¹⁾		1,741	D	$390.8261⁽⁴⁾	7,631	D
Class A Common Stock	07/07/2025		S⁽¹⁾		1,557	D	$391.7132⁽⁵⁾	6,074	D
Class A Common Stock	07/07/2025		S⁽¹⁾		2,000	D	$392.7584⁽⁶⁾	4,074	D
Class A Common Stock	07/07/2025		S⁽¹⁾		1,400	D	$393.7848⁽⁷⁾	2,674	D
Class A Common Stock	07/07/2025		S⁽¹⁾		800	D	$394.9312⁽⁸⁾	1,874	D
Class A Common Stock	07/07/2025		S⁽¹⁾		1,202	D	$396.0873⁽⁹⁾	672	D
Class A Common Stock	07/07/2025		S⁽¹⁾		600	D	$396.7317⁽¹⁰⁾	72	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$38.08	07/07/2025		M			10,000	⁽¹¹⁾	12/02/2030	Class B Common Stock	10,000	$0	95,252	D
Class B Common Stock	⁽¹²⁾	07/07/2025		C		10,000		⁽¹²⁾	⁽¹²⁾	Class A Common Stock	10,000	$0	96,075	D
Class B Common Stock	⁽¹²⁾	07/07/2025		C			10,000	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	10,000	$0	86,075	D
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	2,896,917		2,896,917	I	See footnote⁽¹³⁾

Explanation of Responses:

1. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024.

2. The 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 $386.88 to $386.93, 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.

3. The 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 $388.00 to $388.85, 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.

4. The 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 $390.20 to $391.18, 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.

5. The 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 $391.21 to $392.11, 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.

6. The 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 $392.25 to $393.15, 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.

7. The 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 $393.28 to $394.19, 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.

8. The 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 $394.43 to $395.35, 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.

9. The 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 $395.58 to $396.52, 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.

10. The 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 $396.60 to $397.00, 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.

11. The shares subject to the option are fully vested and exercisable.

12. Each 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.

13. Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source:

FAQ

What insider activity did ENVX report on Form 4 dated 07/09/2025?

The Chief Legal Officer had 4,287 shares withheld to cover taxes from RSU vesting鈥攏o open-market trade.

How many Enovix shares does Arthi Chakravarthy now own?

Post-transaction, she beneficially owns 431,334 ENVX shares, including 343,953 RSUs still to settle.

What does transaction code 鈥淔鈥� mean in ENVX鈥檚 Form 4?

Code F indicates shares were withheld for tax purposes upon the vesting of equity awards.

Was this Form 4 a discretionary buy or sell of ENVX stock?

No. It was a non-discretionary tax-withholding transaction; the insider neither bought nor sold on the open market.

Does the filing signal anything about Enovix鈥檚 outlook?

Because the move is administrative, it offers no material insight into the company鈥檚 fundamentals or insider sentiment.

AG真人官方

[Form 4] Duolingo, Inc. Insider Trading Activity

Insights

FAQ

What insider activity did ENVX report on Form 4 dated 07/09/2025?

How many Enovix shares does Arthi Chakravarthy now own?

What does transaction code 鈥淔鈥� mean in ENVX鈥檚 Form 4?

Was this Form 4 a discretionary buy or sell of ENVX stock?

Does the filing signal anything about Enovix鈥檚 outlook?

NASDAQ:DUOL

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AG真人官方

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[Form 4] Duolingo, Inc. Insider Trading Activity

Insights

Securities Analyst neutral

FAQ

What insider activity did ENVX report on Form 4 dated 07/09/2025?

How many Enovix shares does Arthi Chakravarthy now own?

What does transaction code 鈥淔鈥� mean in ENVX鈥檚 Form 4?

Was this Form 4 a discretionary buy or sell of ENVX stock?

Does the filing signal anything about Enovix鈥檚 outlook?

NASDAQ:DUOL

DUOL Rankings

DUOL Latest News

DUOL Latest SEC Filings

DUOL Stock Data