Duolingo, Inc. — Director's Dealing 2023

Dec 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2023-12-01

Reporting Person: Skaruppa Matthew (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-01	Class A Common Stock	M	8000	$14.42	Acquired	58974	Direct
2023-12-01	Class A Common Stock	S	500	$208.45	Disposed	58474	Direct
2023-12-01	Class A Common Stock	S	901	$209.9518	Disposed	57573	Direct
2023-12-01	Class A Common Stock	S	350	$211.0971	Disposed	57223	Direct
2023-12-01	Class A Common Stock	S	800	$212.3875	Disposed	56423	Direct
2023-12-01	Class A Common Stock	S	3041	$213.6011	Disposed	53382	Direct
2023-12-01	Class A Common Stock	S	2208	$214.5314	Disposed	51174	Direct
2023-12-01	Class A Common Stock	S	200	$215.17	Disposed	50974	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-01	Stock Option (Right to Buy)	$14.42	M	8000	Disposed	2030-03-10	Class A Common Stock (8000)	Direct

Footnotes

F1: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 9, 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 $208.20 to $209.03, 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 $209.57 to $210.47, 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 $210.80 to $211.68, 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 $211.86 to $212.84, 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 $212.99 to $213.98, 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 $214.06 to $214.97, 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: 25% of the shares subject to the option vest on the first anniversary measured from February 24, 2020 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.