Duolingo, Inc. — Director's Dealing 2025

Oct 23, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2025-10-20

Reporting Person: Hacker Severin (Director, Chief Tech Officer, Co-Founder, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-10-20	Class A Common Stock	C	10000	$38.08	Acquired	10072	Direct
2025-10-20	Class A Common Stock	S	100	$305.86	Disposed	9972	Direct
2025-10-20	Class A Common Stock	S	600	$307.5533	Disposed	9372	Direct
2025-10-20	Class A Common Stock	S	500	$309.064	Disposed	8872	Direct
2025-10-20	Class A Common Stock	S	632	$309.9395	Disposed	8240	Direct
2025-10-20	Class A Common Stock	S	1000	$311.4282	Disposed	7240	Direct
2025-10-20	Class A Common Stock	S	1281	$312.3748	Disposed	5959	Direct
2025-10-20	Class A Common Stock	S	500	$313.9338	Disposed	5459	Direct
2025-10-20	Class A Common Stock	S	1100	$315.7867	Disposed	4359	Direct
2025-10-20	Class A Common Stock	S	1600	$316.6356	Disposed	2759	Direct
2025-10-20	Class A Common Stock	S	680	$317.6838	Disposed	2079	Direct
2025-10-20	Class A Common Stock	S	907	$318.7262	Disposed	1172	Direct
2025-10-20	Class A Common Stock	S	300	$319.97	Disposed	872	Direct
2025-10-20	Class A Common Stock	S	400	$321.7475	Disposed	472	Direct
2025-10-20	Class A Common Stock	S	300	$323.0913	Disposed	172	Direct
2025-10-20	Class A Common Stock	S	100	$324.10	Disposed	72	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-10-20	Stock Option (Right to Buy)	$38.08	M	10000	Disposed	2030-12-02	Class B Common Stock (10000)	Direct
2025-10-20	Class B Common Stock	$	C	10000	Acquired		Class A Common Stock (10000)	Direct
2025-10-20	Class B Common Stock	$	C	10000	Disposed		Class A Common Stock (10000)	Direct
2025-10-20	Performance-Based Restricted Stock Units	$	M	60000	Disposed	2031-06-21	Class B Common Stock (60000)	Direct
2025-10-20	Class B Common Stock	$	M	60000	Acquired		Class A Common Stock (60000)	Direct
2025-10-20	Class B Common Stock	$	F	31770	Disposed		Class A Common Stock (31770)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (2886917)	2886917	Indirect

Footnotes

F1: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024.

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 $307.18 to $307.89, 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 $308.61 to $309.24, 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 $309.71 to $310.18, 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 $310.86 to $311.81, 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 $311.94 to $312.65, 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 $313.65 to $314.30, 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 $315.18 to $316.17, 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 $316.22 to $317.19, 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 $317.22 to $318.20, 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 $318.38 to $319.26, 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 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 $319.85 to $320.21, 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.

F13: 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 $321.32 to $322.19, 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.

F14: 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 $322.98 to $323.25, 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.

F15: The shares subject to the option are fully vested and exercisable.

F16: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers further described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, and (iii) the death of the Reporting Person.

F17: Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon vesting. The PSUs vest upon the satisfaction of both a service-based condition and a performance-based condition. The service-based condition is satisfied as to 25% of the PSUs on each anniversary of the completion of the Issuer's initial public offering of Class A common stock based on the Reporting Person's continuous service as CTO to the Issuer through the applicable vesting dates, subject to acceleration upon a cessation of service as CTO as a result of death or permanent disability.

F18: The performance-based condition will be satisfied upon the Issuer's Class A common stock achieving certain stock price hurdles over a period of ten years. Vested PSUs will be settled by the issuance of the underlying Class B Common Stock on the first anniversary of vesting, subject to acceleration upon a termination of employment or a change in control of the Issuer.

F19: Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.