Duolingo, Inc. — Director's Dealing 2025

Apr 17, 2025

SEC Form 4/A — Form 4/A

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2024-06-28

Reporting Person: von Ahn Luis (Director, President & CEO, Co-Founder, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (3089231)	3089231	Direct

Footnotes

F1: 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.

F2: On July 1, 2024, due to an administrative error, a Form 4 was filed reporting that on June 28, 2024 the Reporting Person (i) converted 1,000 shares of Class B Common Stock into an equivalent amount of shares of Class A Common Stock, and (ii) subsequently executed an open-market sale of 1,000 shares of Class A Common Stock, both of which transactions were not made by the Reporting Person. As of June 28, 2024, the Reporting Person directly owned 3,089,231 shares of Class B Common Stock.