| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Skaruppa Matthew | Chief Financial Officer | C/O DUOLINGO, INC., 5900 PENN AVENUE, PITTSBURGH | /s/ Stephen Chen, as Attorney-in-Fact for Matthew Skaruppa | 28 Aug 2025 | 0001869669 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DUOL | Class A Common Stock | Options Exercise | $19,871 | +1,378 | +2.6% | $14.42 | 54,282 | 26 Aug 2025 | Direct | |
| transaction | DUOL | Class A Common Stock | Sale | $155,689 | -500 | -0.92% | $311.38 | 53,782 | 26 Aug 2025 | Direct | F1, F2 |
| transaction | DUOL | Class A Common Stock | Sale | $93,801 | -300 | -0.56% | $312.67 | 53,482 | 26 Aug 2025 | Direct | F1, F3 |
| transaction | DUOL | Class A Common Stock | Sale | $237,193 | -755 | -1.4% | $314.16 | 52,727 | 26 Aug 2025 | Direct | F1, F4 |
| transaction | DUOL | Class A Common Stock | Sale | $442,004 | -1,402 | -2.7% | $315.27 | 51,325 | 26 Aug 2025 | Direct | F1, F5 |
| transaction | DUOL | Class A Common Stock | Sale | $727,674 | -2,301 | -4.5% | $316.24 | 49,024 | 26 Aug 2025 | Direct | F1, F6 |
| transaction | DUOL | Class A Common Stock | Sale | $253,954 | -800 | -1.6% | $317.44 | 48,224 | 26 Aug 2025 | Direct | F1, F7 |
| transaction | DUOL | Class A Common Stock | Sale | $477,855 | -1,501 | -3.1% | $318.36 | 46,723 | 26 Aug 2025 | Direct | F1, F8 |
| transaction | DUOL | Class A Common Stock | Sale | $223,530 | -700 | -1.5% | $319.33 | 46,023 | 26 Aug 2025 | Direct | F1, F9 |
| transaction | DUOL | Class A Common Stock | Sale | $352,555 | -1,100 | -2.4% | $320.50 | 44,923 | 26 Aug 2025 | Direct | F1, F10 |
| transaction | DUOL | Class A Common Stock | Sale | $507,065 | -1,578 | -3.5% | $321.33 | 43,345 | 26 Aug 2025 | Direct | F1, F11 |
| 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 | -1,378 | -100% | $0.000000 | 0 | 26 Aug 2025 | Class A Common Stock | 1,378 | $14.42 | Direct | F12 |
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).
| Id | Content |
|---|---|
| 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. |