Duolingo, Inc. — Director's Dealing 2023

Sep 13, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2023-09-08

Reporting Person: Chen Stephen C. (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-08	Class A Common Stock	M	5325	$14.42	Acquired	41346	Direct
2023-09-08	Class A Common Stock	S	5325	$160.0821	Disposed	36021	Direct
2023-09-11	Class A Common Stock	M	8842	$14.42	Acquired	44863	Direct
2023-09-11	Class A Common Stock	S	8742	$160.3755	Disposed	36121	Direct
2023-09-11	Class A Common Stock	S	100	$161	Disposed	36021	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-08	Stock Option (Right to Buy)	$14.42	M	5325	Disposed	2030-03-10	Class A Common Stock (5325)	Direct
2023-09-11	Stock Option (Right to Buy)	$14.42	M	8842	Disposed	2030-03-10	Class A Common Stock (8842)	Direct

Footnotes

F1: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 5, 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 $160.00 to $160.58, 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 $160.00 to $160.77, 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: 25% of the shares subject to the option vest on the first anniversary measured from March 2, 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.