| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Hacker Severin | Chief Tech Officer, Co-Founder, Director, 10%+ Owner | C/O DUOLINGO, INC., 5900 PENN AVENUE, PITTSBURGH | /s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker | 22 Oct 2025 | 0001870272 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DUOL | Class A Common Stock | Conversion of derivative security | $380,800 | +10,000 | +13889% | $38.08 | 10,072 | 20 Oct 2025 | Direct | |
| transaction | DUOL | Class A Common Stock | Sale | $30,586 | -100 | -0.99% | $305.86 | 9,972 | 20 Oct 2025 | Direct | F1 |
| transaction | DUOL | Class A Common Stock | Sale | $184,532 | -600 | -6% | $307.55 | 9,372 | 20 Oct 2025 | Direct | F1, F2 |
| transaction | DUOL | Class A Common Stock | Sale | $154,532 | -500 | -5.3% | $309.06 | 8,872 | 20 Oct 2025 | Direct | F1, F3 |
| transaction | DUOL | Class A Common Stock | Sale | $195,882 | -632 | -7.1% | $309.94 | 8,240 | 20 Oct 2025 | Direct | F1, F4 |
| transaction | DUOL | Class A Common Stock | Sale | $311,428 | -1,000 | -12% | $311.43 | 7,240 | 20 Oct 2025 | Direct | F1, F5 |
| transaction | DUOL | Class A Common Stock | Sale | $400,152 | -1,281 | -18% | $312.37 | 5,959 | 20 Oct 2025 | Direct | F1, F6 |
| transaction | DUOL | Class A Common Stock | Sale | $156,967 | -500 | -8.4% | $313.93 | 5,459 | 20 Oct 2025 | Direct | F1, F7 |
| transaction | DUOL | Class A Common Stock | Sale | $347,365 | -1,100 | -20% | $315.79 | 4,359 | 20 Oct 2025 | Direct | F1, F8 |
| transaction | DUOL | Class A Common Stock | Sale | $506,617 | -1,600 | -37% | $316.64 | 2,759 | 20 Oct 2025 | Direct | F1, F9 |
| transaction | DUOL | Class A Common Stock | Sale | $216,025 | -680 | -25% | $317.68 | 2,079 | 20 Oct 2025 | Direct | F1, F10 |
| transaction | DUOL | Class A Common Stock | Sale | $289,085 | -907 | -44% | $318.73 | 1,172 | 20 Oct 2025 | Direct | F1, F11 |
| transaction | DUOL | Class A Common Stock | Sale | $95,991 | -300 | -26% | $319.97 | 872 | 20 Oct 2025 | Direct | F1, F12 |
| transaction | DUOL | Class A Common Stock | Sale | $128,699 | -400 | -46% | $321.75 | 472 | 20 Oct 2025 | Direct | F1, F13 |
| transaction | DUOL | Class A Common Stock | Sale | $96,927 | -300 | -64% | $323.09 | 172 | 20 Oct 2025 | Direct | F1, F14 |
| transaction | DUOL | Class A Common Stock | Sale | $32,410 | -100 | -58% | $324.10 | 72 | 20 Oct 2025 | Direct | F1 |
| 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 | -10,000 | -28% | $0.000000 | 25,252 | 20 Oct 2025 | Class B Common Stock | 10,000 | $38.08 | Direct | F15 |
| transaction | DUOL | Class B Common Stock | Conversion of derivative security | $0 | +10,000 | +12% | $0.000000 | 96,075 | 20 Oct 2025 | Class A Common Stock | 10,000 | Direct | F16 | |
| transaction | DUOL | Class B Common Stock | Conversion of derivative security | $0 | -10,000 | -10% | $0.000000 | 86,075 | 20 Oct 2025 | Class A Common Stock | 10,000 | Direct | F16 | |
| transaction | DUOL | Performance-Based Restricted Stock Units | Options Exercise | $0 | -60,000 | -13% | $0.000000 | 390,000 | 20 Oct 2025 | Class B Common Stock | 60,000 | Direct | F17, F18 | |
| transaction | DUOL | Class B Common Stock | Options Exercise | $0 | +60,000 | +70% | $0.000000 | 146,075 | 20 Oct 2025 | Class A Common Stock | 60,000 | Direct | F16 | |
| transaction | DUOL | Class B Common Stock | Tax liability | $9,935,432 | -31,770 | -22% | $312.73 | 114,305 | 20 Oct 2025 | Class A Common Stock | 31,770 | Direct | F16 | |
| holding | DUOL | Class B Common Stock | 2,886,917 | 20 Oct 2025 | Class A Common Stock | 2,886,917 | See footnote | F16, F19 |
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 September 11, 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 $307.18 to $307.89, 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 $308.61 to $309.24, 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 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 $309.71 to $310.18, 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 $310.86 to $311.81, 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 $311.94 to $312.65, 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 $313.65 to $314.30, 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 $315.18 to $316.17, 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 $316.22 to $317.19, 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. |
| 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 $317.22 to $318.20, 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 $318.38 to $319.26, 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 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 $319.85 to $320.21, 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. |
| F13 | 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 $321.32 to $322.19, 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. |
| F14 | 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 $322.98 to $323.25, 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. |
| F15 | The shares subject to the option are fully vested and exercisable. |
| F16 | 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. |
| F17 | Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon vesting. The PSUs vest upon the satisfaction of both a service-based condition and a performance-based condition. The service-based condition is satisfied as to 25% of the PSUs on each anniversary of the completion of the Issuer's initial public offering of Class A common stock based on the Reporting Person's continuous service as CTO to the Issuer through the applicable vesting dates, subject to acceleration upon a cessation of service as CTO as a result of death or permanent disability. |
| F18 | The performance-based condition will be satisfied upon the Issuer's Class A common stock achieving certain stock price hurdles over a period of ten years. Vested PSUs will be settled by the issuance of the underlying Class B Common Stock on the first anniversary of vesting, subject to acceleration upon a termination of employment or a change in control of the Issuer. |
| F19 | Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. |