Duolingo, Inc. SEC Filings

Duolingo, Inc. director updates insider share holdings after prior omission. A reporting person who serves as a director of Duolingo, Inc. (DUOL) has filed an amended insider trading report to correct the number of Class A common shares beneficially owned after a previously reported transaction dated June 11, 2025. The amendment explains that a filing made on June 18, 2025 inadvertently left out an additional 965 shares that were beneficially owned following that transaction.

After including the omitted amount, the director now reports beneficial ownership of 1,344 shares of Duolingo Class A common stock, held directly. The filing is made by a single reporting person and is signed by an attorney-in-fact on the director’s behalf.

Duolingo, Inc. (DUOL) CTO and Co-Founder Severin Hacker, who is also a director and 10% owner, reported insider transactions dated 11/19/2025 on a Form 4. He exercised a stock option for 10,000 shares of Class B Common Stock at an exercise price of $38.08 per share, which are convertible into Class A Common Stock.

On the same date, he sold multiple blocks of Class A Common Stock, including 1,146 shares at a weighted average price of $169.5673 and additional sales at weighted average prices up to $176.6814, all under a Rule 10b5-1 trading plan adopted on September 11, 2024. After these transactions, he beneficially owned 72 shares of Class A Common Stock directly and 2,886,917 shares of Class A Common Stock indirectly through SBH Trust dated March 10, 2020.

Duolingo, Inc. (DUOL) reported insider share sales by its General Counsel on a Form 4. On 11/17/2025, the officer sold 1,282 shares of Class A common stock at $177.95, described as an automatic sale to cover tax withholding from vesting Restricted Stock Units. On 11/18/2025, additional sales of 120, 594, 320, and 480 shares were executed at weighted average prices of $173.97, $175.1512, $175.9363, and $177.1858, respectively.

The filing notes that the 11/18/2025 sales were made under a Rule 10b5-1 trading plan adopted on May 27, 2025, meaning they were pre-scheduled. After these transactions, the reporting person beneficially owns 31,542 shares of Duolingo Class A common stock, held directly.

Duolingo, Inc. (DUOL)11/17/2025, the CFO disposed of 2,799 shares of Class A common stock at a price of $177.95 per share, with the filing noting this sale was to cover tax withholding tied to vesting restricted stock units. On 11/18/2025, additional sales totaling several thousand shares occurred in multiple trades at weighted average prices between about $174 and $178 per share under a Rule 10b5-1 trading plan adopted on May 27, 2025. Following these transactions, the CFO beneficially owned 37,487 shares of Duolingo Class A common stock.

Duolingo, Inc. (DUOL) reported insider stock activity by its Chief Engineering Officer. A Form 4 shows that on 11/17/2025, 2,534 shares of Class A common stock were sold at $177.95 to satisfy tax withholding obligations related to vesting of restricted stock units. On 11/18/2025, additional open-market sales were executed under a Rule 10b5-1 trading plan adopted on November 14, 2024, including 160 shares at a weighted average price of $173.7975 and several other small blocks at weighted average prices between $174.9689 and $177.6025, each reflecting multiple trades within disclosed price ranges. After these transactions, the reporting person beneficially owned 111,166 Class A shares directly and 130 shares indirectly through a son.

Duolingo, Inc. (DUOL) officer and Chief Business Officer Robert Meese reported an automatic sale of company stock related to equity compensation. On 11/17/2025, 1,444 shares of Class A common stock were sold at a price of $177.95 per share to satisfy tax withholding obligations tied to the vesting of Restricted Stock Units and share delivery. After this transaction, he beneficially owns 123,636 shares directly, along with additional indirect holdings through two qualified minor's trusts.

Duolingo (DUOL): Insider transaction by CTO/Co‑Founder Severin Hacker. A Form 4 reports that on 11/04/2025 he exercised stock options for 10,000 shares at $38.08, converted Class B into Class A on a one‑for‑one basis, and executed multiple Class A sales under a Rule 10b5‑1 trading plan adopted on September 11, 2024. The sales were reported in weighted‑average price tranches ranging from $257.23 to $267.38. Following the reported transactions, direct Class A holdings were 72 shares. Indirect holdings include 2,886,917 Class A shares held by the SBH Trust dated March 10, 2020.

Duolingo, Inc. reported strong Q3 results. Revenue rose to $271.7 million from $192.6 million a year ago as subscriptions and other revenue streams grew. Net income jumped to $292.2 million, primarily due to a one-time income-tax benefit from the release of a valuation allowance on deferred tax assets.

Operational momentum continued: monthly active users reached 135.3 million, daily active users hit 50.5 million, and paid subscribers grew to 11.5 million. Adjusted EBITDA increased to $80.0 million, reflecting scale benefits while the company continued investing in R&D and growth.

The balance sheet strengthened with $1.01 billion in cash and cash equivalents and $441.7 million in deferred revenue, supporting future revenue recognition. Duolingo closed a July 2025 acquisition for $33.1 million cash (goodwill $24.8 million), and expanded its Pittsburgh headquarters lease through 2036, adding a right‑of‑use asset of $35.6 million.

Duolingo, Inc. (DUOL) furnished an update on its performance by announcing financial results for the nine months ended September 30, 2025. The company provided these results through a press release and a shareholder letter dated November 5, 2025.

Consistent with Item 2.02, the information, including Exhibit 99.1 (press release), is being furnished, not filed under General Instruction B.2 and is not subject to Section 18 liabilities. Duolingo also included Exhibit 99.2 (shareholder letter) dated November 5, 2025.