Duolingo Inc. Schedule 13G/A reports that FMR LLC beneficially owns 1,093,338.54 shares of Class A common stock, representing 2.7% of the class. The filing states this is ownership of 5 percent or less of a class and notes other persons may have rights to dividends or proceeds; no other person holds more than 5%.
Positive
None.
Negative
None.
Insights
FMR LLC holds a modest 2.7% stake reported via Schedule 13G/A.
The filing lists 1,093,338.54 shares as beneficially owned and classifies the position as ownership of 5 percent or less. This form is a passive disclosure used by large investment managers.
Cash‑flow treatment and trading intent are not stated in the excerpt; subsequent filings could clarify voting or disposition authority if material changes occur.
The amendment confirms standard Schedule 13G reporting and references a 13d-1(k)(1) agreement.
Item responses show sole dispositive power of 1,093,338.54 shares and sole voting power of 1,091,535 on the cover lines. The schedule includes Exhibit 99 and a Power of Attorney reference for signature authority.
Filing classifies the position as passive; this is consistent with 13G rather than a 13D active acquisition disclosure.
Key Figures
Beneficial ownership:1,093,338.54 sharesPercent of class:2.7%Sole voting power (cover):1,091,535+2 more
5 metrics
Beneficial ownership1,093,338.54 sharesClass A common stock
Percent of class2.7%Class A common stock
Sole voting power (cover)1,091,535cover page disclosure
Ownership classificationOwnership of 5 percent or lessItem 5 response
Securities referenceCUSIP 26603R106cover page
Key Terms
Schedule 13G/A, beneficially owned, 13d-1(k)(1) agreement, sole dispositive power
4 terms
Schedule 13G/Aregulatory
"Amendment No. 5 and header identifying Schedule 13G/A"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedregulatory
"Item 4(a) Amount beneficially owned: 1093338.54"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
13d-1(k)(1) agreementregulatory
"Please see Exhibit 99 for 13d-1(k)(1) agreement"
sole dispositive powerregulatory
"Sole Dispositive Power 1,093,338.54"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
DUOLINGO INC
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
26603R106
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
26603R106
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,091,535.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,093,338.54
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,093,338.54
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
26603R106
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,093,338.54
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,093,338.54
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
DUOLINGO INC
(b)
Address of issuer's principal executive offices:
5900 PENN AVE,SECOND FLOOR,PITTSBURGH,PA,USA,15206
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
CLASS A COMMON STOCK
(e)
CUSIP No.:
26603R106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1093338.54
(b)
Percent of class:
2.7 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
1093338.54
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the CLASS A COMMON STOCK of DUOLINGO INC. No one other person's interest in the CLASS A COMMON STOCK of DUOLINGO INC is more than five percent of the total outstanding CLASS A COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
05/05/2026
Abigail P. Johnson
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of Abigail P. Johnson*
Date:
05/05/2026
Comments accompanying signature: *This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on April 29,2026, accession number: 0000315066-26-000738.
FMR LLC reports beneficial ownership of 1,093,338.54 shares, equal to 2.7% of DUOL Class A common stock. The filing classifies this as ownership of 5 percent or less of a class under Schedule 13G/A.
Does the Schedule 13G/A indicate FMR LLC controls voting or disposition?
The filing shows sole dispositive power of 1,093,338.54 shares and lists sole voting power of 1,091,535 on the cover lines. Specific delegation or arrangements are referenced via exhibits and power of attorney.
Is anyone else reported to have rights to dividends or sale proceeds?
Yes. The filing states one or more other persons are known to have the right to receive dividends or proceeds, but it also states no other person holds more than 5% of the class.
What exhibits support the Schedule 13G/A amendment for DUOL?
The amendment references an exhibit: Exhibit 99 for the 13d-1(k)(1) agreement and incorporates a Power of Attorney by reference to an earlier filing. Those exhibits provide supporting authorization details.
