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[Form 4/A] Duolingo, Inc. Amended Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Duolingo, Inc. director Mario Schlosser filed an amended insider ownership report related to a transaction dated June 11, 2025. The amendment corrects a prior filing that accidentally left out 1,742 shares that were beneficially owned after the reported transaction. Following this correction, Schlosser is shown as directly owning 2,121 shares of Duolingo Class A common stock. This update is administrative in nature and does not reflect a new transaction, but rather a clarification of the director's previously reported holdings.

Positive

  • None.

Negative

  • None.
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
Estimated average burden
hours per response: 0.5
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*
Schlosser Mario

(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)
06/20/2025
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 2,121(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 20, 2025, the Reporting Person filed a Form 4 which inadvertently omitted an additional 1,742 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 does the amended Form 4/A for Duolingo (DUOL) report?

The amended Form 4/A reports that Duolingo director Mario Schlosser corrected a prior insider filing to include an additional 1,742 shares that were beneficially owned after a previously reported transaction.

How many Duolingo shares does Mario Schlosser now beneficially own?

After the correction, Mario Schlosser is reported as directly beneficially owning 2,121 shares of Duolingo Class A common stock.

Why was Duolingo director Mario Schlosser’s insider filing amended?

The amendment states that a prior filing on June 20, 2025 inadvertently omitted an additional 1,742 shares that were beneficially owned following the reported transaction, and this Form 4/A corrects that omission.

What transaction date is associated with this Duolingo insider ownership report?

The insider ownership update for Duolingo director Mario Schlosser relates to a transaction with an earliest transaction date of June 11, 2025.

What is Mario Schlosser’s relationship to Duolingo (DUOL)?

Mario Schlosser is identified in the filing as a Director of Duolingo, Inc.

Does this Duolingo Form 4/A indicate joint reporting by multiple insiders?

No. The document indicates that the Form is filed by one reporting person, referring to director Mario Schlosser.

Duolingo, Inc.

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United States
PITTSBURGH