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Duolingo, Inc. — Director's Dealing 2025
Nov 19, 2025
30402_dirs_2025-11-19_2921aaeb-45e8-48b8-9248-aa32e3a8576b.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2025-11-17
Reporting Person: Chen Stephen C. (General Counsel)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-11-17 | Class A Common Stock | S | 1282 | $177.95 | Disposed | 33056 | Direct |
| 2025-11-18 | Class A Common Stock | S | 120 | $173.97 | Disposed | 32936 | Direct |
| 2025-11-18 | Class A Common Stock | S | 594 | $175.1512 | Disposed | 32342 | Direct |
| 2025-11-18 | Class A Common Stock | S | 320 | $175.9363 | Disposed | 32022 | Direct |
| 2025-11-18 | Class A Common Stock | S | 480 | $177.1858 | Disposed | 31542 | Direct |
Footnotes
F1: Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs") and delivery of shares.
F2: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.
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 $173.40 to $174.38, 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 $174.51 to $175.50, 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 $175.62 to $176.57, 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 $176.74 to $177.51, 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.