Duolingo, Inc. — Director's Dealing 2023

Dec 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2023-12-11

Reporting Person: Meese Robert (Chief Business Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-11	Class A Common Stock	S	800	$211.8438	Disposed	191759	Direct
2023-12-11	Class A Common Stock	S	12437	$215.332	Disposed	179322	Direct
2023-12-11	Class A Common Stock	S	11737	$215.9857	Disposed	167585	Direct
2023-12-11	Class A Common Stock	S	6400	$217.196	Disposed	161185	Direct
2023-12-11	Class A Common Stock	S	3026	$217.9677	Disposed	158159	Direct
2023-12-11	Class A Common Stock	S	600	$219.0017	Disposed	157559	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1800	Indirect
Class A Common Stock	1800	Indirect

Footnotes

F1: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 8, 2023.

F2: 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 $211.80 to $211.85, 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.

F3: 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 $214.65 to $215.64, 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.

F4: 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 $215.67 to $216.59, 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.

F5: 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 $216.78 to $217.76, 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.

F6: 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 $217.80 to $218.27, 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.

F7: 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 $218.88 to $219.06, 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.

F8: Shares held by Eliot Meese Qualified Minor's Trust.

F9: Shares held by Isaac Meese Qualified Minor's Trust.