=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-09-08
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Duolingo, Inc. (DUOL)
CIK: 0001562088
--- Reporting Owner ---
Name: GORDON WILLIAM B
CIK: 0001229590
Role: Director
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-09-08 | Code: S (Open market sale)
Shares: -800 | Price: $143.83
Total Value: $115,067.60
Shares Owned After: 77,615 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 9, 2026.
[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 $143.24 to $144.22, 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.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-09-08 | Code: S (Open market sale)
Shares: -2,742 | Price: $144.59
Total Value: $396,457.55
Shares Owned After: 74,873 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 9, 2026.
[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 $144.25 to $145.21, 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.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-09-08 | Code: S (Open market sale)
Shares: -3,483 | Price: $145.91
Total Value: $508,197.91
Shares Owned After: 71,390 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 9, 2026.
[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 $145.25 to $146.24, 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.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-09-08 | Code: S (Open market sale)
Shares: -2,675 | Price: $146.58
Total Value: $392,113.80
Shares Owned After: 68,715 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 9, 2026.
[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 $146.25 to $147.16, 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.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-09-08 | Code: S (Open market sale)
Shares: -200 | Price: $148.68
Total Value: $29,735.00
Shares Owned After: 68,515 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 9, 2026.
[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 $148.19 to $149.16, 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.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-09-08 | Code: S (Open market sale)
Shares: -100 | Price: $151.64
Total Value: $15,164.00
Shares Owned After: 68,415 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 9, 2026.
--- Footnotes (Complete Index) ---
F1: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 9, 2026.
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 $143.24 to $144.22, 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.
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 $144.25 to $145.21, 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.
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 $145.25 to $146.24, 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.
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 $146.25 to $147.16, 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 $148.19 to $149.16, 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.
--- Signature ---
/s/ /s/ Stephen Chen, as Attorney-in-Fact for William B. Gordon (2026-09-10)
