SCHEDULE 13G/A: FMR LLC and Abigail Johnson Disclose 10.4% Stake in Duolingo Inc.
Beneficial Ownership Report
FMR LLC and its Chairman and CEO, Abigail P. Johnson, have jointly disclosed a beneficial ownership of 10.4% in Duolingo Inc.'s Class A Common Stock as of January 31, 2025.
Summary
- FMR LLC and Abigail P. Johnson have filed an Amendment No. 2 to Schedule 13G, reporting their beneficial ownership in Duolingo Inc.'s Class A Common Stock.
- As of January 31, 2025, FMR LLC and Abigail P. Johnson collectively beneficially own 3,943,459.61 shares, representing 10.4% of Duolingo Inc.'s Class A Common Stock.
- FMR LLC holds sole voting power over 3,904,602.77 shares and sole dispositive power over 3,943,459.61 shares.
- Abigail P. Johnson holds sole dispositive power over 3,943,459.61 shares, with no sole or shared voting power directly.
- The filing indicates that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of Duolingo Inc.
- FMR LLC is identified as a parent holding company, and its subsidiaries involved include FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company LLC, Fidelity Management Trust Company, and Strategic Advisers LLC.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of beneficial ownership and does not contain subjective language or performance data to assess sentiment beyond the neutral act of reporting a stake.
Positives
- A significant institutional investor, FMR LLC, and its leadership, Abigail P. Johnson, hold a substantial 10.4% stake in Duolingo Inc., indicating strong institutional interest.
- The filing certifies that the securities are held in the ordinary course of business, suggesting a long-term investment perspective rather than an activist intent.
Future Outlook
The document is a beneficial ownership report and does not contain any forward-looking statements or guidance regarding Duolingo Inc.'s future operations or financial performance.
Management Comments
- The filing includes certifications from FMR LLC and Abigail P. Johnson, signed by Stephanie J. Brown as duly authorized under Power of Attorney, stating that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the issuer.
Industry Context
This filing reflects a significant institutional investment in Duolingo Inc., a leading language-learning platform. While the document itself does not discuss broader industry trends, the substantial stake by FMR LLC, a major asset manager, underscores continued institutional interest in the education technology (EdTech) sector and companies with strong market positions like Duolingo.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director, Chairman, and Chief Executive Officer of FMR LLC | NA | Abigail P. Johnson | NA | NA |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure Disclosure | The document details the ownership structure of FMR LLC, noting that members of the Johnson family, including Abigail P. Johnson, are the predominant owners of Series B voting common shares (49% voting power) and have a shareholders' voting agreement to vote in accordance with the majority vote of Series B shares, potentially forming a controlling group under the Investment Company Act of 1940. | NA | This clarifies the internal governance and control structure of the reporting entity, FMR LLC, which indirectly holds a significant stake in Duolingo Inc. It does not directly impact Duolingo Inc.'s corporate governance. |
Related Party Transactions
- The document highlights that Abigail P. Johnson, a reporting person, is the Director, Chairman, and Chief Executive Officer of FMR LLC, the other reporting person. Additionally, members of the Johnson family, including Abigail P. Johnson, are the predominant owners of FMR LLC's Series B voting common shares, representing 49% of the voting power, and have a voting agreement, which could be deemed to form a controlling group with respect to FMR LLC.
Stakeholder Impact
- Shareholders: The disclosure of a significant 10.4% stake by a major institutional investor like FMR LLC and its leadership may be viewed positively, signaling institutional confidence and potentially attracting further investor interest in Duolingo Inc.
- Management: The certification that the stake is held in the ordinary course of business and not for control purposes provides clarity to Duolingo's management regarding the intent of this large shareholder.
Next Steps
- The document is a regulatory filing reporting a past event (ownership threshold met) and does not outline future actions or milestones for Duolingo Inc. or the reporting persons beyond the ongoing compliance with SEC reporting requirements.
Key Dates
| Date | Description |
|---|---|
| 2023-01-03 | Effective date of Power of Attorney for Stephanie J. Brown on behalf of FMR LLC. |
| 2023-01-10 | Date of Schedule 13G filing by FMR LLC where Power of Attorney (accession number: -23-000003) was incorporated by reference. |
| 2023-01-26 | Effective date of Power of Attorney for Stephanie J. Brown on behalf of Abigail P. Johnson. |
| 2023-01-31 | Date of Schedule 13G filing by FMR LLC where Power of Attorney (accession number: -23-000038) was incorporated by reference. |
| 2025-01-31 | Date of event which requires filing of this statement (ownership threshold met). |
| 2025-02-06 | Date of signing of the Schedule 13G Amendment No. 2. |
Keywords
Duolingo Inc., FMR LLC, Abigail P. Johnson, Schedule 13G, Beneficial Ownership, Class A Common Stock, Institutional Investor, SEC Filing, Ownership Disclosure, Fidelity
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