Luis von Ahn - Apr 15, 2025 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role: President & CEO, Co-Founder, Director, 10%+ Owner
Signature: /s/ Stephen Chen, as Attorney-in-Fact for Luis von Ahn
Stock symbol: DUOL
Transactions as of: Apr 15, 2025
Transactions value $: -$2,559,412
Form type: 4
Date filed: 4/17/2025, 04:06 PM
Previous filing: Mar 18, 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	Conversion of derivative security	$59.8K	+8K		$7.48	8K	Apr 15, 2025	Direct
transaction	DUOL	Class A Common Stock	Sale	-$164K	-505	-6.31%	$324.97	7.5K	Apr 15, 2025	Direct	F1, F2
transaction	DUOL	Class A Common Stock	Sale	-$607K	-1.86K	-24.86%	$325.65	5.63K	Apr 15, 2025	Direct	F1, F3
transaction	DUOL	Class A Common Stock	Sale	-$365K	-1.12K	-19.87%	$326.59	4.51K	Apr 15, 2025	Direct	F1, F4
transaction	DUOL	Class A Common Stock	Sale	-$524K	-1.6K	-35.45%	$327.77	2.91K	Apr 15, 2025	Direct	F1, F5
transaction	DUOL	Class A Common Stock	Sale	-$760K	-2.31K	-79.4%	$328.72	600	Apr 15, 2025	Direct	F1, F6
transaction	DUOL	Class A Common Stock	Sale	-$132K	-400	-66.67%	$330.15	200	Apr 15, 2025	Direct	F1, F7
transaction	DUOL	Class A Common Stock	Sale	-$66.2K	-200	-100%	$330.90	0	Apr 15, 2025	Direct	F1, F8

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	-8K	-100%	$0.00	0	Apr 15, 2025	Class B Common Stock	8K	$7.48	Direct	F9
transaction	DUOL	Class B Common Stock	Conversion of derivative security	$0	+8K	+0.25%	$0.00	3.16M	Apr 15, 2025	Class A Common Stock	8K		Direct	F10
transaction	DUOL	Class B Common Stock	Conversion of derivative security	$0	-8K	-0.25%	$0.00	3.16M	Apr 15, 2025	Class A Common Stock	8K		Direct	F10

* 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 September 12, 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 $324.22 to $325.19, 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.
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 $325.23 to $326.19, 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.
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 $326.23 to $327.22, 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 $327.29 to $328.28, 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 $328.35 to $329.33, 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 $329.58 to $330.40, 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 $330.79 to $331.00, 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 shares subject to the option are fully vested and exercisable.
F10	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.