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Duolingo, Inc. — Director's Dealing 2025
Aug 28, 2025
30402_dirs_2025-08-28_6cdde529-91cb-4421-836e-9ec4aa544311.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: 2025-08-26
Reporting Person: Skaruppa Matthew (Chief Financial Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-08-26 | Class A Common Stock | M | 1378 | $14.42 | Acquired | 54282 | Direct |
| 2025-08-26 | Class A Common Stock | S | 500 | $311.378 | Disposed | 53782 | Direct |
| 2025-08-26 | Class A Common Stock | S | 300 | $312.67 | Disposed | 53482 | Direct |
| 2025-08-26 | Class A Common Stock | S | 755 | $314.1634 | Disposed | 52727 | Direct |
| 2025-08-26 | Class A Common Stock | S | 1402 | $315.2669 | Disposed | 51325 | Direct |
| 2025-08-26 | Class A Common Stock | S | 2301 | $316.2427 | Disposed | 49024 | Direct |
| 2025-08-26 | Class A Common Stock | S | 800 | $317.4428 | Disposed | 48224 | Direct |
| 2025-08-26 | Class A Common Stock | S | 1501 | $318.358 | Disposed | 46723 | Direct |
| 2025-08-26 | Class A Common Stock | S | 700 | $319.3285 | Disposed | 46023 | Direct |
| 2025-08-26 | Class A Common Stock | S | 1100 | $320.5045 | Disposed | 44923 | Direct |
| 2025-08-26 | Class A Common Stock | S | 1578 | $321.334 | Disposed | 43345 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-08-26 | Stock Option (Right to Buy) | $14.42 | M | 1378 | Disposed | 2030-03-10 | Class A Common Stock (1378) | Direct |
Footnotes
F1: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.
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 $310.87 to $311.80, 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 $312.18 to $313.13, 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 $313.69 to $314.63, 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 $314.70 to $315.67, 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 $315.76 to $316.75, 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.
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 $316.94 to $317.90, 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: 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 $317.97 to $318.70, 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.
F9: 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 $319.05 to $319.83, 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.
F10: 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 $320.08 to $320.95, 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.
F11: 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 $321.14 to $321.36, 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.
F12: The shares subject to the option are fully vested and exercisable.