James H. Shelton - 17 Mar 2025 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
Director
Signature
/s/ Stephen Chen, as Attorney-in-Fact for James H. Shelton
Issuer symbol
DUOL
Transactions as of
17 Mar 2025
Net transactions value
-$5,555,405
Form type
4
Filing time
18 Mar 2025, 16:06:28 UTC
Previous filing
14 Jun 2024
Next filing
18 Jun 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DUOL Class A Common Stock Options Exercise $458,200 +20,000 +389% $22.91 25,148 17 Mar 2025 Direct
transaction DUOL Class A Common Stock Sale $5,162,958 -17,175 -68% $300.61 7,973 17 Mar 2025 Direct F1, F2
transaction DUOL Class A Common Stock Sale $850,648 -2,825 -35% $301.11 5,148 17 Mar 2025 Direct F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DUOL Stock Option (Right to Buy) Options Exercise $0 -20,000 -100% $0.000000 0 17 Mar 2025 Class A Common Stock 20,000 $22.91 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on December 9, 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 $300.00 to $300.98, 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 $301.01 to $301.24, 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 shares subject to the option are fully vested and exercisable.