Duolingo, Inc. — Director's Dealing 2023

Oct 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2023-10-02

Reporting Person: Skaruppa Matthew (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-02	Class A Common Stock	M	8000	$14.42	Acquired	64141	Direct
2023-10-02	Class A Common Stock	S	1487	$164.063	Disposed	62654	Direct
2023-10-02	Class A Common Stock	S	3157	$165.0556	Disposed	59497	Direct
2023-10-02	Class A Common Stock	S	2955	$165.7902	Disposed	56542	Direct
2023-10-02	Class A Common Stock	S	401	$167.2034	Disposed	56141	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-10-02	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 $163.39 to $164.36, 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 $164.43 to $165.40, 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 $165.43 to $166.27, 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.

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 $166.88 to $167.75, 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: 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.