| 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 | 19 Nov 2025 | 0001869669 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DUOL | Class A Common Stock | Sale | $498,082 | -2,799 | -6.5% | $177.95 | 40,546 | 17 Nov 2025 | Direct | F1 |
| transaction | DUOL | Class A Common Stock | Sale | $67,874 | -390 | -0.96% | $174.04 | 40,156 | 18 Nov 2025 | Direct | F2, F3 |
| transaction | DUOL | Class A Common Stock | Sale | $138,776 | -793 | -2% | $175.00 | 39,363 | 18 Nov 2025 | Direct | F2, F4 |
| transaction | DUOL | Class A Common Stock | Sale | $154,643 | -880 | -2.2% | $175.73 | 38,483 | 18 Nov 2025 | Direct | F2, F5 |
| transaction | DUOL | Class A Common Stock | Sale | $140,819 | -796 | -2.1% | $176.91 | 37,687 | 18 Nov 2025 | Direct | F2, F6 |
| transaction | DUOL | Class A Common Stock | Sale | $35,530 | -200 | -0.53% | $177.65 | 37,487 | 18 Nov 2025 | Direct | F2, F7 |
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 | Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs") and delivery of shares. |
| F2 | The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025. |
| 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 $173.39 to $174.37, 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 $174.39 to $175.38, 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 $175.40 to $176.35, 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 $176.43 to $177.36, 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. |
| 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 $177.48 to $177.76, 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. |