DUOL / Duolingo, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

Duolingo, Inc.
US ˙ NasdaqGS ˙ US26603R1068

Statistiche di base
CIK 1562088
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Duolingo, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
August 7, 2025 EX-10.5

Third Amendment to Office Lease Agreement, dated May 19, 2025, by and between 5704 Penn Office, LLC and the Registrant

thirdamendmenttolease-li 322634342.1 1 AMENDED & RESTATED SECOND AMENDMENT TO LEASE This AMENDED & RESTATED SECOND AMENDMENT TO LEASE (this “Amendment”) entered into as of the date upon which it is fully executed and effective as of May 19, 2025 (the “Effective Date”), is entered into by and between 5704 PENN OFFICE, LLC, a Pennsylvania limited liability company (the “Landlord”), and DUOLINGO, INC

August 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo, I

August 6, 2025 EX-99.2

DUOLINGO, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) December 31, 2024 June 30, 2025 ASSETS Cash and cash equivalents $785,791 $976,231 Short-term investments 91,854 121,652 Accounts receivable 128,923 112,91

shareholder letter Q2 2025 our mission is to develop the best education in the world and make it universally available.

August 6, 2025 EX-99.1

Duolingo Reports 41% Revenue Growth, 46% Subscription Revenue Growth and Record Profitability in Second Quarter 2025; Raises Full-Year Guidance

Duolingo Reports 41% Revenue Growth, 46% Subscription Revenue Growth and Record Profitability in Second Quarter 2025; Raises Full-Year Guidance Pittsburgh, PA – August 6, 2025 – Duolingo, Inc.

August 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 Duolingo, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Numb

June 13, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Numbe

May 2, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo,

May 1, 2025 EX-99.2

Bookings ($M) Revenue ($M)

shareholder letter Q1 2025 our mission is to develop the best education in the world and make it universally available.

May 1, 2025 EX-99.1

Duolingo Adds Record Number of DAUs, Surpasses 10 Million Paid Subscribers, and Reports 38% Year-over-Year Revenue Growth in First Quarter 2025

Duolingo Adds Record Number of DAUs, Surpasses 10 Million Paid Subscribers, and Reports 38% Year-over-Year Revenue Growth in First Quarter 2025 Pittsburgh, PA – May 1, 2025 – Duolingo, Inc.

May 1, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Number)

April 25, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 25, 2025 ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo, Inc.

April 25, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

February 28, 2025 EX-19.1

nside Trading Policy

Approved 3/10/2023 DUOLINGO, INC. INSIDER TRADING POLICY I. SUMMARY Buying or selling Duolingo, Inc. stock and other securities while in possession of material, non-public information is illegal and a violation of this policy. Preventing insider trading is necessary to comply with securities laws and to preserve the reputation and integrity of Duolingo, Inc. (together with its subsidiaries, the “C

February 28, 2025 S-8

As filed with the Securities and Exchange Commission on February 27, 2025

As filed with the Securities and Exchange Commission on February 27, 2025 Registration No.

February 28, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo, Inc.

February 28, 2025 EX-21.1

List of Subsidiaries

Exhibit 21.1 Name of Subsidiary Jurisdiction Beijing Duolingo Technology Co., Ltd. People's Republic of China Dos Lenguas LLC United States of America Duolingo Germany GmbH Federal Republic of Germany Duolingo UK Limited United Kingdom

February 28, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Duolingo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common sto

February 27, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 Duolingo, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File N

February 27, 2025 EX-99.1

Duolingo Finishes 2024 with 51% DAUs growth, more than 40 Million DAUs, and Record Revenue in the Fourth Quarter

Duolingo Finishes 2024 with 51% DAUs growth, more than 40 Million DAUs, and Record Revenue in the Fourth Quarter Pittsburgh, PA – February 27, 2025 – Duolingo, Inc.

February 27, 2025 EX-99.2

A unit is a collection of lessons that teach vocabulary and grammar topics

shareholder letter Q4 / FY 2024 our mission is to develop the best education in the world and make it universally available.

December 16, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

December 9, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Nu

December 9, 2024 EX-99.1

Gaming Industry Visionary Bonnie Ross Joins Duolingo Board of Directors

Gaming Industry Visionary Bonnie Ross Joins Duolingo Board of Directors PITTSBURGH, December 9, 2024 – Duolingo, Inc.

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolin

November 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 Duolingo, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Nu

November 6, 2024 EX-99.2

Video Call is a conversational feature available to Duolingo Max subscribers

shareholder letter Q3 2024 our mission is to develop the best education in the world and make it universally available.

November 6, 2024 EX-99.1

Duolingo Achieves 54% DAU growth and 40% Revenue Growth in Third Quarter 2024

Duolingo Achieves 54% DAU growth and 40% Revenue Growth in Third Quarter 2024 Pittsburgh, PA – November 6, 2024 – Duolingo, Inc.

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo, I

August 7, 2024 EX-99.2

Bookings ($M) Revenue ($M)

shareholder letter Q2 2024 our mission is to develop the best education in the world and make it universally available.

August 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 Duolingo, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Numb

August 7, 2024 EX-99.1

Duolingo Hits 100M MAUs, Reports 59% DAU growth and 41% Revenue Growth in Second Quarter 2024

Duolingo Hits 100M MAUs, Reports 59% DAU growth and 41% Revenue Growth in Second Quarter 2024 Pittsburgh, PA – August 7, 2024 – Duolingo, Inc.

June 21, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Numbe

June 18, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Numbe

May 23, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

May 10, 2024 EX-99.2

Find and encourage family members Family Quest

shareholder letter Q1 2024 our mission is to develop the best education in the world and make it universally available.

May 10, 2024 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Com

May 9, 2024 EX-10.1

First Amendment to Office Lease Agreement, dated March 4, 2024, by and between 5704 Penn Office, LLC and the Registrant

317459512.4 1 FIRST AMENDMENT TO LEASE This First Amendment to Lease (this “First Amendment”) is entered into this 28th day of February, 2024 (the “Effective Date”), by and between 5704 PENN OFFICE, LLC, a Pennsylvania limited liability company (the “Landlord”), and DUOLINGO, INC., a Delaware corporation (the “Tenant”). WITNESSETH: WHEREAS, Landlord and Tenant are parties to that certain Lease, da

May 9, 2024 EX-10.2

Second Amendment to Office Lease Agreement, dated March 15, 2024, by and between 5704 Penn Office, LLC and the Registrant

1 SECOND AMENDMENT TO LEASE This SECOND AMENDMENT TO LEASE (this “Second Amendment”), effective as of the date upon which it is fully executed (the “Effective Date”), is entered into by and between 5704 PENN OFFICE, LLC, a Pennsylvania limited liability company (the “Landlord”), and DUOLINGO, INC.

May 9, 2024 EX-10.3

Duolingo, Inc. Non-Employee Director Compensation Program*

DUOLINGO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Duolingo, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) was adopted under the Company’s 2021 Incentive Award Plan (the “Plan”) and effective upon the closing of the Company’s initial public offering of its common stock (the “IPO”). The program was reviewed and recommended to the Board for amendment as

May 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo,

May 8, 2024 EX-99.1

Duolingo Reports 45% Revenue Growth and Record Profitability in First Quarter 2024; Raises Full Year Guidance

Duolingo Reports 45% Revenue Growth and Record Profitability in First Quarter 2024; Raises Full Year Guidance Pittsburgh, PA – May 8, 2024 – Duolingo, Inc.

May 8, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Number)

May 8, 2024 EX-99.2

Find and encourage family members Family Quest

shareholder letter Q1 2024 our mission is to develop the best education in the world and make it universally available.

April 26, 2024 ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo, Inc.

April 25, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 25, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 6, 2024 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Numbe

February 29, 2024 EX-10.8

Spotify-Duolingo Sub-Sublease dated December 18, 2023

4471628.7 030030-0004-000 AGREEMENT OF SUB-SUBLEASE between SPOTIFY USA INC., as Sub-Sublandlord, and DUOLINGO, INC., as Sub-Subtenant The Entire 26th and 27th Floors 4 World Trade Center 150 Greenwich Street New York, New York 10007 4471628.7 030030-0004-000 AGREEMENT OF SUB-SUBLEASE (this “Sub-Sublease”), made as of the day of December, 2023, between SPOTIFY USA INC., a Delaware corporation, hav

February 29, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo, Inc.

February 29, 2024 EX-97

Duolingo, Inc. Policy for recovery of erroneously awarded Compensation

1 US-DOCS\137849666.22 DUOLINGO, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Duolingo, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of November 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy Th

February 29, 2024 EX-21.1

List of Subsidiaries

Exhibit 21.1 Name of Subsidiary Jurisdiction Beijing Duolingo Technology Co., Ltd. People's Republic of China Dos Lenguas LLC United States of America Duolingo Germany GmbH Federal Republic of Germany

February 29, 2024 S-8

As filed with the Securities and Exchange Commission on February 28, 2024

As filed with the Securities and Exchange Commission on February 28, 2024 Registration No.

February 29, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Duolingo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common sto

February 28, 2024 EX-99.1

Duolingo Reports 65% DAU Growth, 45% Revenue Growth and Record Profitability in Fourth Quarter 2023

Duolingo Reports 65% DAU Growth, 45% Revenue Growth and Record Profitability in Fourth Quarter 2023 Pittsburgh, PA – February 28, 2024 – Duolingo, Inc.

February 28, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File N

February 28, 2024 EX-99.2

Bookings ($M) Revenue ($M)

shareholder letter Q4 / FY 2023 our mission is to develop the best education in the world and make it universally available.

February 13, 2024 SC 13G/A

DUOL / Duolingo, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0795-duolingoincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Duolingo, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 26603R106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to desi

February 12, 2024 SC 13G/A

DUOL / Duolingo, Inc. / Durable Capital Partners LP - AMENDMENT TO SC 13G Passive Investment

SC 13G/A 1 duolingosc13ga-123123.htm AMENDMENT TO SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Duolingo Inc. (Name of Issuer) Class A common stock, $0.0001 per share (Title of Class of Securities) 26603R106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this State

February 5, 2024 SC 13G/A

DUOL / Duolingo, Inc. / von Ahn Luis - SC 13G/A Passive Investment

SC 13G/A 1 duolluisvonahnschedule13gf.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Duolingo, Inc. (Name of Issuer) Class A Common Stock (Title of

February 5, 2024 SC 13G/A

DUOL / Duolingo, Inc. / Hacker Severin - SC 13G/A Passive Investment

SC 13G/A 1 duolseverinhackerschedule1.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Duolingo, Inc. (Name of Issuer) Class A Common Stock (Title of

December 19, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 Duolingo, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File N

December 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2023 Duolingo, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2023 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Nu

December 8, 2023 EX-3.1

Bylaws, as currently in effect

US-DOCS\124051112.4 13:27 Amended and Restated Bylaws of Duolingo, Inc. (a Delaware corporation) As of December 7, 2023 Table of Contents (continued) Page US-DOCS\145744544.4 13:27 Table of Contents Page Article I – Corporate Offices ................................................................................................................ 1 1.1 Registered Office .............................

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolin

November 8, 2023 EX-99.2

Bookings ($M) Revenue ($M)

shareholder letter Q3 2023 our mission is to develop the best education in the world and make it universally available.

November 8, 2023 EX-99.1

Duolingo Reports 63% DAU Growth and 43% Revenue Growth in Third Quarter 2023; Raises Full Year Guidance

Duolingo Reports 63% DAU Growth and 43% Revenue Growth in Third Quarter 2023; Raises Full Year Guidance Pittsburgh, PA – November 8, 2023 – Duolingo, Inc.

November 8, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Nu

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo, I

August 8, 2023 EX-99.1

Duolingo Reports 62% DAU Growth, 44% Revenue Growth, and Stronger Profitability in Second Quarter 2023; Raises Full Year Guidance

Duolingo Reports 62% DAU Growth, 44% Revenue Growth, and Stronger Profitability in Second Quarter 2023; Raises Full Year Guidance Pittsburgh, PA – August 8, 2023 – Duolingo, Inc.

August 8, 2023 EX-99.2

shareholder letter Q2 2023 our mission is to develop the best education in the world and make it universally available. DUOLINGO Q2 2023 Q2 Highlights 13.2M 21.4M +62% YoY Daily Active Users 49.5M 74.1M +50% YoY Monthly Active Users 3.3M 5.2M +59% Yo

duolingoq2-2023xshareho shareholder letter Q2 2023 our mission is to develop the best education in the world and make it universally available.

August 8, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Numb

June 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 Duolingo, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Numbe

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo,

May 9, 2023 EX-99.1

Duolingo Reports 62% DAU Growth, 42% Revenue Growth, and Increased Profitability in First Quarter 2023; Raises Full Year Guidance

Duolingo Reports 62% DAU Growth, 42% Revenue Growth, and Increased Profitability in First Quarter 2023; Raises Full Year Guidance Pittsburgh, PA – May 9, 2023 – Duolingo, Inc.

May 9, 2023 EX-99.2

1 DUOLINGO Q1 2023 2 DUOLINGO Q1 2023 3 Q1 Highlights Q1 2022 Q1 2023 Daily Active Users 12.5M 20.3M +62% YoY Monthly Active Users 49.2M 72.6M +47% YoY Paid Subscribers at Period End 2.9M 4.8M +63% YoY Paid Subscriber Penetration (% of MAU*) 6.8% 8.0

duolingoq1-2023xshareho 1 DUOLINGO Q1 2023 2 DUOLINGO Q1 2023 3 Q1 Highlights Q1 2022 Q1 2023 Daily Active Users 12.

May 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 Duolingo, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Number)

April 28, 2023 ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

duolingodecember312022an UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 28, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 28, 2023 SC 13G/A

DUOL / Duolingo Inc - Class A / von Ahn Luis - SC 13G/A Passive Investment

Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Duolingo, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 26603R106 (CUSIP Number) Dece

March 28, 2023 SC 13G/A

DUOL / Duolingo Inc - Class A / Hacker Severin - SC 13G/A Passive Investment

Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Duolingo, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 26603R106 (CUSIP Number) Dece

March 1, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo, Inc.

March 1, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Duolingo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common sto

March 1, 2023 S-8

As filed with the Securities and Exchange Commission on February 28, 2023

As filed with the Securities and Exchange Commission on February 28, 2023 Registration No.

March 1, 2023 EX-10.8

Amendment to Office Lease Agreement, dated June 23, 2022 by and between 5704 Penn Office, LLC and the Registrant

amendmenttoofficeleaseag COMMENCEMENT DATE AGREEMENT This Commencement Date Agreement of the Lease (“Agreement”) is made as of June 23, 2022 by 5704 Penn Office, LLC (“Landlord”) with a mailing address c/o LG Realty Advisors, Inc.

February 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 Duolingo, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File N

February 28, 2023 EX-99.2

DUOLINGO Q4 / FY 2022 Q4 and FY22 highlights DUOLINGO Q4 / FY 2022 3 10.1M 16.3M +62% YoY Daily Active Users 42.4M 60.7M +43% YoY Monthly Active Users 2.5M 4.2M +67% YoY Paid Subscribers at period end 6.2% 7.8%Paid Subscriber Penetration as % of MAU*

duolingoq4-fy2022xshare DUOLINGO Q4 / FY 2022 Q4 and FY22 highlights DUOLINGO Q4 / FY 2022 3 10.

February 28, 2023 EX-99.1

Duolingo Reports 62% DAU Growth; Record Bookings and Revenue in Fourth Quarter and Full Year 2022

Duolingo Reports 62% DAU Growth; Record Bookings and Revenue in Fourth Quarter and Full Year 2022 Pittsburgh, PA – February 28, 2023 – Duolingo, Inc.

February 15, 2023 SC 13G

DUOL / Duolingo, Inc. Class A / Duolingo, Inc. - SC 13G Passive Investment

SC 13G 1 duolseverinhackerschedule1.htm SC 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Duolingo, Inc. (Name of Issuer) Class A Common Stock (Title of Cla

February 15, 2023 SC 13G

DUOL / Duolingo, Inc. Class A / Duolingo, Inc. - SC 13G Passive Investment

SC 13G 1 duolluisvonahnschedule13gf.htm SC 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Duolingo, Inc. (Name of Issuer) Class A Common Stock (Title of Cla

February 14, 2023 SC 13G/A

DUOL / Duolingo, Inc. Class A / Foxhaven Asset Management, LP Passive Investment

SC 13G/A 1 foxhaven-duol123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Duolingo, Inc. (Name of Issuer) Class A Common Stock, $0.0001 per share (Title of Class of Securities) 26603R106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appro

February 14, 2023 SC 13G/A

DUOL / Duolingo, Inc. Class A / NewView Capital Fund I, L.P. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Duolingo, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 26603R106 (CUSIP Number) December 31, 2022 (Date of E

February 14, 2023 SC 13G/A

DUOL / Duolingo, Inc. Class A / GILDER GAGNON HOWE & CO LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 1)* Duolingo, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 26603R106 (CUSIP Number) December 31, 2022 (Date of

February 13, 2023 SC 13G/A

DUOL / Duolingo, Inc. Class A / Durable Capital Partners LP - AMENDMENT TO FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Duolingo Inc. (Name of Issuer) Class A common stock, $0.0001 per share (Title of Class of Securities) 26603R106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

February 13, 2023 SC 13G/A

DUOL / Duolingo, Inc. Class A / GENERAL ATLANTIC LLC - AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Duolingo, Inc (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 26603R106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 9, 2023 SC 13G

DUOL / Duolingo, Inc. Class A / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Duolingo Inc. Title of Class of Securities: Common Stock CUSIP Number: 26603R106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-

February 3, 2023 SC 13G/A

DUOL / Duolingo, Inc. Class A / KPCB Digital Growth Fund, LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Duolingo, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 26603R106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolin

November 10, 2022 EX-99.1

Duolingo Announces 51% DAU Growth and Record Bookings and Revenue in Third Quarter 2022; Raises Full Year Guidance

Duolingo Announces 51% DAU Growth and Record Bookings and Revenue in Third Quarter 2022; Raises Full Year Guidance Pittsburgh, PA ? November 10, 2022 ? Duolingo, Inc.

November 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File N

November 10, 2022 EX-99.2

2 our mission is to develop the best education in the world and make it universally available. DUOLINGO Q3 2022 Q3 highlights 9.8M 14.9M +51% YoY Daily Active Users 41.7M 56.5M +35% YoY Monthly Active Users 2.2M 3.7M +68% YoY Paid Subscribers at peri

2 our mission is to develop the best education in the world and make it universally available.

August 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo, I

August 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Numb

August 4, 2022 EX-99.1

Duolingo Announces 51% Bookings Growth and Accelerating User Growth in Second Quarter 2022; Raises Full Year Guidance

Duolingo Announces 51% Bookings Growth and Accelerating User Growth in Second Quarter 2022; Raises Full Year Guidance Pittsburgh, PA ? August 4, 2022 ? Duolingo, Inc.

August 4, 2022 EX-99.2

1 shareholder letter Q2 2022 2 our mission is to develop the best education in the world and make it universally available. Q2 Highlights 9.1M 13.2M +44% YoY Daily Active Users 37.9M 49.5M +31% YoY Monthly Active Users 1.9M 3.3M +71% YoY Paid Subscri

1 shareholder letter Q2 2022 2 our mission is to develop the best education in the world and make it universally available.

June 13, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Number

May 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo,

May 12, 2022 EX-99.2

1 2 Q1 highlights 9.5M 12.5M +31% YoY Daily Active Users (DAU) 39.9M 49.2M +23% YoY Monthly Active Users (MAU) 1.8M 2.9M +60 YoY Paid Subscribers at period end $55.4M $81.2M +47% YoY Revenue $65.8M $102.1M +55% YoY Total Bookings $(13.5)M $(12.2)MNet

1 2 Q1 highlights 9.5M 12.5M +31% YoY Daily Active Users (DAU) 39.9M 49.2M +23% YoY Monthly Active Users (MAU) 1.8M 2.9M +60 YoY Paid Subscribers at period end $55.4M $81.2M +47% YoY Revenue $65.8M $102.1M +55% YoY Total Bookings $(13.5)M $(12.2)MNet Loss $0.9M $3.9MAdjusted EBITDA Q1 2021 Q1 2022 3DUOLINGO Q1 2022 4DUOLINGO Q1 2022 Dear shareholders, Q1 2022 was Duolingo?s best quarter yet, with

May 12, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Number

May 12, 2022 EX-99.1

Duolingo Announces Record Bookings in First Quarter 2022 and Raises Full Year Guidance

Duolingo Announces Record Bookings in First Quarter 2022 and Raises Full Year Guidance Pittsburgh, PA ? May 12, 2022 ? Duolingo, Inc.

April 22, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

April 22, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

March 4, 2022 EX-4.3

Description of Registered Securities

Exhibit 4.3 DESCRIPTION OF SECURITIES The following is a description of the capital stock of Duolingo, Inc. (the ?Company,? ?we,? ?us,? and ?our?) and the material provisions of our amended and restated certificate of incorporation and our amended and restated bylaws, each as amended from time to time, the amended and restated investors? rights agreement to which we and certain of our stockholders

March 4, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolingo, Inc.

March 4, 2022 EX-21.1

List of Subsidiaries

Exhibit 21.1 Name of Subsidiary Jurisdiction Duolingo Mexico S. de R.L. de C.V. United Mexican States Beijing Duolingo Technology Co., Ltd. People's Republic of China Dos Lenguas LLC United States of America Duolingo Germany GmbH Federal Republic of Germany

March 4, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Duolingo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1?Newly Registered Securities Title of securities to be registered Amount to be Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Class A common stock, par value $0.0001 per share

March 4, 2022 S-8

As filed with the Securities and Exchange Commission on March 4, 2022

As filed with the Securities and Exchange Commission on March 4, 2022 Registration No.

March 4, 2022 EX-10.5

Lease by and between 5704 Penn Office, LLC and Duolingo Inc. dated November 16, 2021

LEASE BY AND BETWEEN 5704 PENN OFFICE, LLC ?LANDLORD? AND DUOLINGO, INC. ?TENANT? OF 141 S. St. Clair Street 3rd Floor Pittsburgh, PA 15206 Dated: November 16, 2021 310908807.17 DUOLINGO, INC. ? LIBERTY EAST ? 141 S. ST. CLAIR STREET LEASE INDEX Paragraph Page 1.BASIC LEASE PROVISIONS 1 2.LEASING AGREEMENT 4 3.RENT 4 4.UTILITIES & SERVICES 6 5.MORTGAGE BY LANDLORD 8 6.CERTAIN RIGHTS RESERVED TO LA

March 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2022 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Numbe

March 3, 2022 EX-99.2

shareholder letter Q4 / FY2021 our mission is to develop the best education in the world and make it universally available. Q4 and FY21 highlights 10.1M 9.6M +20% YoY +18% YoY Daily Active Users 42.4M 40.5M +15% YoY +10% YoY Monthly Active Users 2.5M

shareholder letter Q4 / FY2021 our mission is to develop the best education in the world and make it universally available.

March 3, 2022 EX-99.1

Duolingo Announces Record Results for Fourth Quarter and Full Year 2021

Duolingo Announces Record Results for Fourth Quarter and Full Year 2021 Pittsburgh, PA ? March 3, 2022 ? Duolingo, Inc.

February 14, 2022 EX-99.2

POWER OF ATTORNEY

Exhibit 99.2 POWER OF ATTORNEY Know all by these presents, that each of the undersigned hereby makes, constitutes and appoints each of Bryan S. Keighery and Christopher A. Rose, or either of them acting singly, and with full power of substitution and resubstitution, the undersigned?s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the ?Attor

February 14, 2022 SC 13G

DUOL / Duolingo, Inc. Class A / GILDER GAGNON HOWE & CO LLC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 Duolingo, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 26603R106 (CUSIP Number) December 31, 2021 (Date of Event which Require

February 14, 2022 SC 13G

DUOL / Duolingo, Inc. Class A / CapitalG 2014 LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Duolingo, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 26603R106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 14, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Duolingo, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Date: February 14, 2022 CAPITALG 2014 LP By: CapitalG 2014 GP LLC its General Partner By: /s/ Bryan

February 14, 2022 SC 13G

DUOL / Duolingo, Inc. Class A / NewView Capital Fund I, L.P. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Duolingo, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 26603R106 (CUSIP Number) December 31, 2021 (Date of Ev

February 11, 2022 SC 13G

DUOL / Duolingo, Inc. Class A / GENERAL ATLANTIC LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Duolingo, Inc (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 26603R106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

February 11, 2022 SC 13G

DUOL / Duolingo, Inc. Class A / von Ahn Luis - SC 13G Passive Investment

Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Duolingo, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 26603R106 (CUSIP Number) Decem

February 11, 2022 SC 13G

DUOL / Duolingo, Inc. Class A / Hacker Severin - SC 13G Passive Investment

Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Duolingo, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 26603R106 (CUSIP Number) Decem

February 11, 2022 SC 13G

DUOL / Duolingo, Inc. Class A / KPCB Digital Growth Fund, LLC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Duolingo, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 26603R106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this

January 18, 2022 SC 13G

DUOL / Duolingo, Inc. Class A / Foxhaven Asset Management, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 6, 2022 SC 13G/A

DUOL / Duolingo, Inc. Class A / Durable Capital Partners LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Duolingo Inc. (Name of Issuer) Class A common stock, $0.0001 per share (Title of Class of Securities) 26603R106 (CUSIP Number) December 29, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

December 14, 2021 EX-99.1

Consumer Tech Veteran John Lilly Joins Duolingo Board of Directors

Consumer Tech Veteran John Lilly Joins Duolingo Board of Directors PITTSBURGH, December 14, 2021 - Duolingo, Inc.

December 14, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2021 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Nu

December 10, 2021 SC 13G

DUOL / Duolingo, Inc. Class A / Durable Capital Partners LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Duolingo Inc. (Name of Issuer) Class A common stock, $0.0001 per share (Title of Class of Securities) 26603R106 (CUSIP Number) November 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

November 22, 2021 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2021 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File N

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40653 Duolin

November 10, 2021 EX-99.1

Duolingo Announces Third Quarter 2021 Results

Duolingo Announces Third Quarter 2021 Results Pittsburgh, PA ? November 10, 2021 ? Duolingo, Inc.

November 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File N

August 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-40653 Duolingo, Inc. (Exact name of registrant as s

August 11, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Num

August 11, 2021 EX-99.1

Duolingo Announces Second Quarter 2021 Results

Duolingo Announces Second Quarter 2021 Results Pittsburgh, PA ? August 11, 2021 ? Duolingo, Inc.

July 30, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2021 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40653 45-3055872 (State or other jurisdiction of incorporation) (Commission File Numbe

July 30, 2021 EX-3.2

Bylaws, as currently in effect

Exhibit 3.2 Amended and Restated Bylaws of Duolingo, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice of Business to be Brought before a Meeting. 2 2.5 Advance Notice of Nominations for Election

July 30, 2021 EX-3.1

Amended and Restated Certificate of Incorporation, as currently in effect

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DUOLINGO, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Duolingo, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), hereby certifies as follows: 1. The name of this corporation is Duo

July 28, 2021 EX-4.4

Form of Class B Common Stock Certificate

Exhibit 4.4 slide1 D E L AW A R E SEAL DUOLINGO, INC. CORPORATE August 18, 2011 DLB FULLY PAID AND NONASSESSABLE SHARES OF CLASS B COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF Duolingo, Inc. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Ag

July 28, 2021 S-8

As filed with the Securities and Exchange Commission on July 28, 2021

As filed with the Securities and Exchange Commission on July 28, 2021 Registration No.

July 28, 2021 S-8

As filed with the Securities and Exchange Commission on July 28, 20210

As filed with the Securities and Exchange Commission on July 28, 20210 Registration No.

July 28, 2021 424B4

Duolingo, Inc. 5,106,113 Shares of Class A Common Stock

424B4 1 duolingo424b4.htm 424B4 Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-257483 PROSPECTUS Duolingo, Inc. 5,106,113 Shares of Class A Common Stock This is an initial public offering of shares of Class A common stock of Duolingo, Inc. We are offering 3,700,000 shares of our Class A common stock, and the selling stockholders identified in this prospectus are offering 1

July 26, 2021 S-1/A

Form S-1

As filed with the Securities and Exchange Commission on July 26, 2021. Registration No. 333-257483 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Duolingo, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 7372 45-3055872 (State or Other Jurisdiction of Incorporation or O

July 23, 2021 8-A12B

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Duolingo, Inc. (Exact name of registrant as specified in its charter) Delaware 45-3055872 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 5900

July 23, 2021 CORRESP

Duolingo, Inc. 5900 Penn Avenue Pittsburgh, Pennsylvania 15206

Duolingo, Inc. 5900 Penn Avenue Pittsburgh, Pennsylvania 15206 July 23, 2021 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Stephen Krikorian Laura Veator Jan Woo Matthew Derby Re: Duolingo, Inc. Registration Statement on Form S-1 (File No. 333-257483) Request for Acceleration of Effect

July 23, 2021 CORRESP

[Remainder of Page Intentionally Left Blank]

July 23, 2021 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

July 19, 2021 EX-10.6

Offer Letter by and between the Registrant and Severin Hacker

Exhibit 10.6 Duolingo, Inc. 5541 Walnut Street, 3rd floor Pittsburgh, PA 15232 November 14, 2011 Severin Hacker ### ### Re: Employment Terms Dear Mr. Hacker: Duolingo, Inc., a Delaware corporation (the ?Company?), is pleased to offer you employment in the exempt position of Chief Technology Officer, in which you will be responsible for such duties as are normally associated with such position or a

July 19, 2021 EX-3.4

Form of Amended and Restated Bylaws

Exhibit 3.4 Amended and Restated Bylaws of Duolingo, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice of Business to be Brought before a Meeting. 2 2.5 Advance Notice of Nominations for Election

July 19, 2021 EX-10.9

Offer Letter by and between the Registrant and Natalie Glance

Exhibit 10.9 Duolingo, Inc. 5533 Walnut Street, 3rd floor Pittsburgh, PA 15232 Main Office: 412-567-6602 February 17, 2015 Natalie Glance Re: Employment Terms Dear Natalie Glance: Duolingo, Inc., a Delaware corporation (the ?Company?), is pleased to offer you employment in the exempt position of Engineering Director, in which you will be responsible for such duties as are normally associated with

July 19, 2021 EX-10.8

Offer Letter by and between the Registrant and Robert Meese

Exhibit 10.8 Duolingo, Inc. 5900 Penn Avenue, 2nd floor Pittsburgh, PA 15206 Main Office: 412-567-6602 July 29th, 2016 Bob Meese Employment Terms Dear Bob: Duolingo, Inc., a Delaware corporation (the ?Company?), is pleased to offer you employment in the exempt position of VP of Business, in which you will be responsible for such duties as are normally associated with such position or as otherwise

July 19, 2021 EX-10.4

Employee Stock Purchase Plan

Exhibit 10.4 DUOLINGO, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan?s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. The Plan consists of two co

July 19, 2021 EX-10.13

Form of Exchange Agreement by and among the Registrant and the stockholders listed therein

Exhibit 10.13 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this ?Agreement?) is made and entered into as of [ ], 2021 by and among Duolingo, Inc., a Delaware corporation (the ?Company?), and stockholders of the Company listed on Exhibit A hereto (collectively, ?Exchange Stockholders?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is in the best intere

July 19, 2021 EX-10.11

Non-Employee Director Compensation Program

Exhibit 10.11 DUOLINGO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Duolingo, Inc. (the ?Company?) Non-Employee Director Compensation Program (this ?Program?) has been adopted under the Company?s 2021 Incentive Award Plan (the ?Plan?) and shall be effective upon the closing of the Company?s initial public offering of its common stock (the ?IPO?). Capitalized terms not otherwise defined he

July 19, 2021 EX-3.2

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DUOLINGO, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Duolingo, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), hereby certifies as follows: 1. The name of this corporation is Duo

July 19, 2021 EX-10.5

Offer Letter by and between the Registrant and Luis von Ahn

Exhibit 10.5 Duolingo, Inc. ### ### October 10, 2011 Luis von Ahn ### ### Re: Employment Terms Dear Mr. von Ahn: Duolingo, Inc, a Delaware corporation (the ?Company?), is pleased to offer you employment in the exempt position of President & Chief Executive Officer, in which you will be responsible for such duties as are normally associated with such position or as otherwise determined by your supe

July 19, 2021 EX-10.3(C)

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Incentive Award Plan

Exhibit 10.3(c) DUOLINGO, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Duolingo, Inc., a Delaware corporation, (the ?Company?), pursuant to its 2021 Incentive Award Plan, as may be amended from time to time (the ?Plan?), hereby grants to the holder listed below (?Participant?), an award of restricted stock units (?Restricted Stock Units? or ?RSUs?). Each vested Restricte

July 19, 2021 EX-10.3(A)

2021 Incentive Award Plan

Exhibit 10.3(a) DUOLINGO, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the Plan, the following words and phrases have the m

July 19, 2021 EX-10.3(B)

Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan

Exhibit 10.3(b) DUOLINGO, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Duolingo, Inc., a Delaware corporation, (the ?Company?), pursuant to its 2021 Incentive Award Plan, as may be amended from time to time (the ?Plan?), hereby grants to the holder listed below (?Participant?), an option to purchase the number of shares of the Company?s Common Stock (the ?Shares?), set forth below (the

July 19, 2021 EX-10.14

Form of Change in Control and Severance Agreement

Exhibit 10.14 DUOLINGO, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between [] (?Executive?) and Duolingo, Inc. (the ?Company?). This Agreement shall become effective as of the closing of the initial public offering of the Company?s Class A common stock (the ?Effective Date?). R E C I T A L S A.The

July 19, 2021 EX-10.10

Offer Letter by and between the Registrant and Stephen Chen

Exhibit 10.10 Duolingo, Inc. 5900 Penn Avenue, 2nd floor Pittsburgh, PA 15206 Main Office: 412-567-6602 January 6, 2020 Stephen Chen Employment Terms Dear Steve: Duolingo, Inc., a Delaware corporation (the ?Company?), is pleased to offer you employment in the exempt position of General Counsel, in which you will be responsible for such duties as are normally associated with such position or as oth

July 19, 2021 EX-10.12

Form of Indemnification Agreement for Directors and Officers

Exhibit 10.12 DUOLINGO, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated as of , 2021 (this ?Agreement?), is made by and between Duolingo, Inc. (the ?Company?) and (?Indemnitee?). RECITALS A. It is essential to the Company to retain and attract the most capable persons available as directors, officers, employees and agents. B. Indemnitee is a director, officer, employee or agen

July 19, 2021 CORRESP

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140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris July 19, 2021 Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Mi

July 19, 2021 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 Duolingo, Inc. Class A Common Stock Underwriting Agreement [?], 2021 Goldman Sachs & Co. LLC, As representative (the ?Representative?) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Gentlemen: Duolingo, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions state

July 19, 2021 EX-10.7

Offer Letter by and between the Registrant and Matthew Skaruppa

Exhibit 10.7 Duolingo, Inc. 5900 Penn Avenue, 2nd Floor Pittsburgh, PA 15206 Main Office: 412-567-6602 December 5, 2019 Matthew Skaruppa Employment Terms Dear Matt Duolingo, Inc., a Delaware corporation (the ?Company?), is pleased to offer you employment in the exempt position of Chief Financial Officer, in which you will be responsible for such duties as are normally associated with such position

July 19, 2021 S-1/A

As filed with the Securities and Exchange Commission on July 19, 2021.

As filed with the Securities and Exchange Commission on July 19, 2021. Registration No. 333-257483 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No 1. to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Duolingo, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 7372 45-3055872 (State or Other Jurisdiction of Incorporation or O

July 19, 2021 EX-3.1

Amended and Restated Certificate of Incorporation, as currently in effect

Exhibit 3.1 DUOLINGO, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Duolingo, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: The name of this corporation is Duolingo, Inc. and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware o

June 30, 2021 CORRESP

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140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris June 30, 2021 Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Mi

June 28, 2021 EX-4.3

Amended and Restated Investors’ Rights Agreement, dated November 6, 2020, by and among the Registrant and the investors listed therein

Exhibit 4.3 DUOLINGO, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT November 6, 2020 TABLE OF CONTENTS Page 1. Registration Rights 1 1.1 Definitions 1 1.2 Request for Registration 5 1.3 Company Registration 6 1.4 Obligations of the Company 8 1.5 Furnish Information 10 1.6 Expenses of Registration 10 1.7 Delay of Registration 11 1.8 Indemnification 11 1.9 Reports Under Exchange Act 13 1.10

June 28, 2021 EX-10.1C

Second Amendment to Office Lease Agreement, dated October 16, 2017, by and between Alpha 4, L.P. and the Registrant

Exhibit 10.1(c) SECOND AMENDMENT TO OFFICE LEASE AGREEMENT THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this ?Second Amendment?) is made as of the 16th day of October, 2017, effective as of the Delivery Date (as hereinafter defined) (the ?Effective Date?), by and between ALPHA 4, L.P., a Pennsylvania limited partnership, having an address at 6019 Grafton Street, Pittsburgh, Pennsylvania 15206

June 28, 2021 EX-10.1A

Office Lease Agreement, dated November 18,2015, by and between Alpha 4, L.P. and the Registrant

Exhibit 10.1(a) Execution Copy OFFICE LEASE AGREEMENT BETWEEN ALPHA 4, L.P. a Pennsylvania limited partnership AND DUOLINGO, INC., a Delaware corporation OFFICE LEASE AGREEMENT This Office Lease Agreement (this ?Lease?) is made as of November 18, 2015 between ALPHA 4, L.P., a Pennsylvania limited partnership (?Landlord?) and DUOLINGO, INC., a Delaware corporation (?Tenant?), with the intent to be

June 28, 2021 EX-10.2C

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2011 Equity Incentive Plan, as amended

Exhibit 10.2(c) DUOLINGO, INC. 2011 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Duolingo, Inc., a Delaware corporation, (the ?Company?), pursuant to its Amended and Restated 2011 Equity Incentive Plan (as may be amended from time to time, the ?Plan?), hereby grants to the individual listed below (?Participant?), an award of Restricted Stock Units (?RSUs?). Each RSU represents the righ

June 28, 2021 EX-4.2

Form of Class A Common Stock Certificate

Exhibit 4.2 slide1 D E L AW A R E SEAL DUOLINGO, INC. CORPORATE August 18, 2011 DLA FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF Duolingo, Inc. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Ag

June 28, 2021 CORRESP

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140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris June 28, 2021 Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Mi

June 28, 2021 EX-10.2A

2011 Equity Incentive Plan, as amended

Exhibit 10.2(a) DUOLINGO, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN Adopted December 2, 2020 1.Purposes of the Plan. The purposes of the Duolingo, Inc. Amended and Restated 2011 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote th

June 28, 2021 EX-3.3

Bylaws, as currently in effect

Exhibit 3.3 Amended and Restated Bylaws of Duolingo, Inc. (a Delaware corporation) Adopted as of August 25, 2011 Amended and restated as of October 19, 2011 TABLE OF CONTENTS Page ARTICLE I. IDENTIFICATION; OFFICES 1 Section 1. NAME 1 Section 2. PRINCIPAL AND BUSINESS OFFICES 1 Section 3. REGISTERED AGENT AND OFFICE 1 Section 4. PLACE OF KEEPING CORPORATE RECORDS 1 ARTICLE II. STOCKHOLDERS 1 Secti

June 28, 2021 EX-10.1D

Third Amendment to Office Lease Agreement, dated December 31, 2017, by and between Alpha 4, L.P. and the Registrant

Exhibit 10.1(d) THIRD AMENDMENT TO OFFICE LEASE AGREEMENT THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT (this ?Third Amendment?) is made as of the 31st day of December, 2017, effective as of the Delivery Date (as hereinafter defined) (the ?Effective Date?), by and between ALPHA 4, L.P., a Pennsylvania limited partnership, having an address at 6019 Grafton Street, Pittsburgh, Pennsylvania 15206 (?

June 28, 2021 EX-10.1G

Sixth Amendment to Office Lease Agreement, dated November 8, 2019, by and between Alpha 4, L.P. and the Registrant

Exhibit 10.1(g) Execution Version SIXTH AMENDMENT TO OFFICE LEASE AGREEMENT THIS SIXTH AMENDMENT TO OFFICE LEASE AGREEMENT (this ?Sixth Amendment?) is made as of the 8th day of November, 2019, but shall be effective as of November 1, 2019 (the ?Sixth Amendment Effective Date?), by and between ALPHA 4, L.P., a Pennsylvania limited partnership, having an address at 6019 Grafton Street, Pittsburgh, P

June 28, 2021 EX-21.1

List of Subsidiaries

Exhibit 21.1 Name of Subsidiary Jurisdiction Duolingo Mexico S. de R.L. de C.V. United Mexican States Beijing Duolingo Technology Co., Ltd. People?s Republic of China Dos Lenguas LLC United States of America

June 28, 2021 S-1

As filed with the Securities and Exchange Commission on June 28, 2021.

As filed with the Securities and Exchange Commission on June 28, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Duolingo, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 7372 45-3055872 (State or Other Jurisdiction of Incorporation or Organization) (Primary Sta

June 28, 2021 EX-10.2B

Form of Stock Option Grant Notice and Stock Option Agreement under 2011 Equity Incentive Plan, as amended

Exhibit 10.2(b) DUOLINGO, INC. 2011 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Pursuant to its 2011 Equity Incentive Plan, as amended from time to time (the ?Plan?), Duolingo, Inc., a Delaware corporation (the ?Company?), hereby grants to the person who?s name is listed below (?Optionee?), an option to purchase the number of shares of the Company?s common stock, par

June 28, 2021 EX-10.1F

Fifth Amendment to Office Lease Agreement, dated October 22, 2018, by and between Alpha 4, L.P. and the Registrant

Exhibit 10.1(f) FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT THIS FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT (this ?Fifth Amendment?) is made as of the 22 day of October 2018, effective as of April 15, 2019 (the ?Effective Date?), by and between ALPHA 4, L.P., a Pennsylvania limited partnership, having an address at 6019 Grafton Street, Pittsburgh, Pennsylvania 15206 (?Landlord?), and DUOLINGO, INC.,

June 28, 2021 EX-10.1E

Fourth Amendment to Office Lease Agreement, dated August 10, 2018, by and between Alpha 4, L.P. and the Registrant

Exhibit 10.1(e) FOURTH AMENDMENT TO OFFICE LEASE AGREEMENT THIS FOURTH AMENDMENT TO OFFICE LEASE AGREEMENT (this ?Fourth Amendment?) is made as of the 10 day of August, 2018, effective as of August 1, 2018 (the ?Effective Date?), by and between ALPHA 4, L.P., a Pennsylvania limited partnership, having an address at 6019 Grafton Street, Pittsburgh, Pennsylvania 15206 (?Landlord?), and DUOLINGO, INC

June 28, 2021 EX-10.1B

Amendment to Office Lease Agreement, dated June 16, 2016, by and between Alpha 4, L.P. and the Registrant

Exhibit 10.1(b) AMENDMENT TO OFFICE LEASE AGREEMENT THIS AMENDMENT TO OFFICE LEASE AGREEMENT (this ?Amendment?) is made as of the 16th day of June, 2016, effective as of the Delivery Date (as hereinafter defined) (the ?Effective Date?), by and between ALPHA 4, L.P., a Pennsylvania limited partnership, having an address at 6019 Grafton Street, Pittsburgh, Pennsylvania 15206 (?Landlord?), and DUOLIN

June 7, 2021 DRSLTR

* * *

140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris June 7, 2021 Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Mil

June 7, 2021 DRS/A

As confidentially submitted to the Securities and Exchange Commission on June 7, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential

As confidentially submitted to the Securities and Exchange Commission on June 7, 2021.

April 30, 2021 DRS

As confidentially submitted to the Securities and Exchange Commission on April 30, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidenti

As confidentially submitted to the Securities and Exchange Commission on April 30, 2021.

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