[Form 4] Duolingo, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Natalie Glance, Chief Engineering Officer at Duolingo (DUOL), reported a Form 4 disclosing a transaction dated 08/12/2025 in Class A common stock. The filing shows a transaction code G for 2,300 shares at a reported price of $0. After the reported transaction she beneficially owned 124,645 shares directly and 130 shares indirectly through her son.

Insights

Corporate Governance Expert

TL;DR: Small, routine insider gift reported; no material governance change.

The Form 4 shows transaction code G and a transfer of 2,300 Class A shares at $0, consistent with a gift or similar non‑market transfer. The reporter remains a large individual holder with 124,645 shares held directly and 130 shares indirectly via a family member. This disclosure aligns with standard Section 16 reporting and does not indicate a change in control or governance.

Securities Analyst

TL;DR: Insider disposition is small relative to reported holdings and unlikely to be market‑moving.

The filing records a 2,300‑share transaction at a $0 price and leaves the reporting person with 124,645 direct shares and 130 indirect shares. Absent additional, larger transactions or context about total outstanding shares, this single disclosed transfer appears immaterial to the company’s capitalization or short‑term market supply.

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^*

Glance Natalie

(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 Engineering Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		G		2,300	D	$0	124,645	D
Class A Common Stock								130	I	By son

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:

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Natalie Glance	08/13/2025
	** 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 Duolingo insider Natalie Glance disclose on the Form 4?

The Form 4 discloses a transaction in Duolingo Class A common stock dated 08/12/2025 showing 2,300 shares transferred with a reported price of $0.

How many Duolingo shares does Natalie Glance own after the transaction?

After the reported transaction she beneficially owned 124,645 shares directly and 130 shares indirectly (noted as held by her son).

What does the transaction code 'G' indicate on the Form 4 for DUOL?

The Form 4 lists transaction code G for the 2,300‑share entry; the filing shows the transfer at a price of $0.

What is Natalie Glance's role at Duolingo listed on the Form 4?

The Form 4 identifies Natalie Glance as the Chief Engineering Officer of Duolingo.

Was the Form 4 signed by the reporting person?

The Form 4 includes a signature line executed by an attorney‑in‑fact for Natalie Glance, dated in the filing content.