Duolingo CEO's 10b5-1 Plan Disclosure

TL;DR

Duolingo CEO's trading plan disclosed in 10-Q/A amendment.

AI Summary

Duolingo, Inc. filed an amendment (10-Q/A) on December 16, 2024, for the quarterly period ended September 30, 2024. The filing primarily concerns the disclosure of a 10b5-1 plan for the CEO. No specific financial figures for the quarter were detailed in this amendment.

Why It Matters

This amendment clarifies the trading plans of Duolingo's CEO, providing transparency to investors regarding potential stock transactions.

Risk Assessment

Risk Level: low — The filing is an amendment to disclose a 10b5-1 plan, which is a standard disclosure and does not indicate new financial risks.

Key Players & Entities

• Duolingo, Inc. (company) — Registrant
• CEO (person) — Subject of 10b5-1 plan disclosure
• September 30, 2024 (date) — Quarterly period end date
• December 16, 2024 (date) — Filing date of amendment

FAQ

Key Financial Figures

• $0.0001 — which registered Class A common stock, $0.0001 per share DUOL The Nasdaq Stock Market

Filing Documents

• duol-20240930.htm (10-Q/A) — 48KB
• q324duolingo09-30x24aex311.htm (EX-31.1) — 6KB
• q324duolingo09-30x24aex312.htm (EX-31.2) — 6KB
• 0001562088-24-000289.txt ( ) — 541KB
• duol-20240930.xsd (EX-101.SCH) — 3KB
• duol-20240930_def.xml (EX-101.DEF) — 20KB
• duol-20240930_lab.xml (EX-101.LAB) — 133KB
• duol-20240930_pre.xml (EX-101.PRE) — 72KB
• duol-20240930_htm.xml (XML) — 11KB

- Other Information

Part II - Other Information

Other Information

Item 5. Other Information (a) None. (b) None. (c) Trading Plans On September 10, 2024 , Dr. Severin Hacker , Chief Technology Officer and Director , entered into a 10b5-1 sales plan (the "Hacker 10b5-1 Sales Plan") intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act and providing for the potential exercise of vested stock options and the associated sale of up to 504,248 shares of the Company's Class A common stock. The Hacker 10b5-1 Sales Plan will remain in effect until the earlier of (1) December 4, 2025 , (2) the date on which all trades set forth in the Hacker 10b5-1 Sales Plan have been executed, or (3) such time as the Hacker 10b5-1 Sales Plan is otherwise terminated according to its terms. On September 12, 2024 , Dr. Luis von Ahn , Chief Executive Officer and member of the Company's Board of Directors , and the Luis von Ahn Foundation, entered into a 10b5-1 sales plan (the "von Ahn 10b5-1 Sales Plan") intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act, pursuant to which a maximum aggregate of up to 237,750 shares of the Company's Class A common stock may be sold (up to 219,000 shares by Dr. von Ahn and up to 18,750 shares by the Luis von Ahn Foundation). The von Ahn 10b5-1 Sales Plan will remain in effect until the earlier of (1) December 15, 2025 , (2) the date on which all trades set forth in the von Ahn 10b5-1 Sales Plan have been executed, or (3) such time as the von Ahn 10b5-1 Sales Plan is otherwise terminated or expires according to its terms. No other "officer" (as defined in Rule 16a-1(f) under the Exchange Act) or director of the Company adopted , modified or terminated "Rule 10b5-1 trading arrangements" and/or "non-Rule 10b5-1 trading arrangements" (each as defined in Item 408 of Regulation S-K) during the three months ended September 30, 2024.

Exhibits

Item 6. Exhibits Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date Exhibit Filed Herewith 31.1 Certification of Princip a l Executive Officer pursuant to Exchange Act Rule 13a-14(a) X 31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a) X 101 Inline XBRL ("iXBRL") for the information under Part II, Item 5, "Other Information" of this Amendment No. 1 on Form 10-Q/A X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DUOLINGO, INC. Date: December 16 2024 By: /s/ Luis von Ahn Luis von Ahn Chief Executive Officer (Principal Executive Officer) Date: December 16 2024 By: /s/ Matthew Skaruppa Matthew Skaruppa Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)