Duolingo (DUOL) director amends insider holdings to add 965 omitted shares

Rhea-AI Filing Summary

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Ross Bonnie

(Last) (First) (Middle)

C/O DUOLINGO, INC.

5900 PENN AVENUE

(Street)

PITTSBURGH PA 15206

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/18/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								1,344(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On June 18, 2025, the Reporting Person filed a Form 4 which inadvertently omitted an additional 965 shares beneficially owned following the reported transaction.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Mario Schlosser	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Duolingo (DUOL) insider correct in this amended filing?

The Duolingo director corrected the number of Class A common shares beneficially owned after a prior transaction, adding an omitted 965 shares that were not included in the original report filed on June 18, 2025.

How many Duolingo (DUOL) shares does the reporting person now show as beneficially owned?

The amended filing reports that the director beneficially owns 1,344 shares of Duolingo Class A common stock, held directly.

What was the date of the earliest transaction covered by this Duolingo insider report?

The earliest transaction date referenced in the filing is June 11, 2025.

What was the reason given for amending the prior Duolingo insider report?

The amendment states that the earlier filing on June 18, 2025 inadvertently omitted an additional 965 shares that were beneficially owned following the reported transaction.

What is the relationship of the reporting person to Duolingo (DUOL)?

The reporting person is identified in the filing as a Director of Duolingo, Inc.

Is this Duolingo insider filing made by one person or a group?

The report is indicated as a Form filed by One Reporting Person, not by a group.

Who signed the Duolingo insider amendment?

The document is signed by Stephen Chen as Attorney-in-Fact for Mario Schlosser, the reporting person.