[Form 4] Duolingo, Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

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

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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^*

Meese Robert

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

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

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	11/17/2025		S(1)		1,444	D	$177.95	123,636	D
Class A Common Stock								1,800	I	See footnote(2)
Class A Common Stock								1,800	I	See footnote(3)

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. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs") and delivery of shares.

2. Shares held by Eliot Meese Qualified Minor's Trust.

3. Shares held by Isaac Meese Qualified Minor's Trust.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Robert Meese	11/18/2025
	** 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 insider transaction did Duolingo (DUOL) report for Robert Meese?

Duolingo reported that Chief Business Officer Robert Meese sold 1,444 shares of Class A common stock on 11/17/2025 in a transaction reported on Form 4.

What was the sale price of the Duolingo (DUOL) shares in this Form 4?

The 1,444 shares of Duolingo Class A common stock were sold at a price of $177.95 per share.

Why were Robert Meese’s Duolingo (DUOL) shares sold in this transaction?

The filing states that the shares were automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units and the delivery of shares.

How many Duolingo (DUOL) shares does Robert Meese own after this transaction?

Following the reported sale, Robert Meese beneficially owns 123,636 shares of Duolingo Class A common stock directly, in addition to indirect holdings through qualified minor's trusts.

What indirect Duolingo (DUOL) holdings are disclosed for Robert Meese?

The filing notes indirect ownership of Duolingo Class A common stock through the Eliot Meese Qualified Minor's Trust and the Isaac Meese Qualified Minor's Trust, each reported with 1,800 shares.

What role does Robert Meese hold at Duolingo (DUOL)?

Robert Meese is identified as an officer of Duolingo, serving as the company’s Chief Business Officer.