SCHEDULE 13G/A: FMR LLC and Abigail P. Johnson Disclose 9.1% Stake in Duolingo Inc.
Beneficial Ownership Disclosure
FMR LLC and its Chairman and CEO, Abigail P. Johnson, have filed an amended Schedule 13G, reporting a combined beneficial ownership of 9.1% of Duolingo Inc.'s Class A Common Stock as of March 31, 2025.
Summary
- FMR LLC and Abigail P. Johnson jointly filed an Amendment No. 3 to Schedule 13G regarding their beneficial ownership in Duolingo Inc.
- They collectively beneficially own an aggregate of 3,555,887.59 shares of Duolingo Inc.'s Class A Common Stock.
- This ownership represents 9.1% of the total outstanding Class A Common Stock of Duolingo Inc.
- The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Duolingo Inc.
- FMR LLC holds sole voting power over 3,537,373.28 shares and sole dispositive power over 3,555,887.59 shares.
- Abigail P. Johnson holds sole dispositive power over 3,555,887.59 shares, reflecting her position as Director, Chairman, and Chief Executive Officer of FMR LLC.
- Several FMR LLC subsidiaries, including Fidelity Management & Research Company LLC, are identified as entities that beneficially own shares, with Fidelity Management & Research Company LLC owning 5% or greater of the outstanding shares.
Sentiment
Score: 7
Explanation: The filing indicates a significant, passive institutional investment by a reputable firm (FMR LLC) in Duolingo, which is generally a positive signal of investor confidence. There are no negative disclosures or red flags within the document itself.
Positives
- The disclosure of a significant 9.1% stake by a major institutional investor like FMR LLC indicates continued confidence in Duolingo Inc.'s business.
- The filing explicitly states that the shares are held in the ordinary course of business and not for the purpose of changing or influencing control, suggesting a passive, long-term investment stance.
Future Outlook
No forward-looking statements or guidance regarding Duolingo Inc.'s future performance or strategic direction are provided in this beneficial ownership filing.
Industry Context
This filing highlights continued institutional investor interest in Duolingo Inc., a prominent player in the language learning technology sector, underscoring the ongoing appeal of established companies within the ed-tech industry.
Comparison to Industry Standards
- This is a standard Schedule 13G filing, which is a routine disclosure for institutional investors holding more than 5% of a company's stock.
- The 9.1% stake held by FMR LLC is a substantial passive investment, consistent with large asset managers taking significant positions in publicly traded companies.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Clarification of Control Structure (FMR LLC) | The filing clarifies that Abigail P. Johnson is a Director, Chairman, and CEO of FMR LLC, and that members of the Johnson family, through their ownership of Series B voting common shares and a shareholders' voting agreement, may be deemed to form a controlling group with respect to FMR LLC under the Investment Company Act of 1940. | NA | This provides transparency on the ultimate control of the reporting entity (FMR LLC) but does not impact Duolingo Inc.'s corporate governance. |
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional holder's stake, potentially reinforcing investor confidence due to a large, passive investment by a reputable firm.
- Management: Awareness of a substantial institutional investor holding a significant, non-controlling stake.
Next Steps
- FMR LLC and Abigail P. Johnson will continue to file amendments to Schedule 13G if there are material changes to their beneficial ownership of Duolingo Inc.'s Class A Common Stock.
Key Dates
| Date | Description |
|---|---|
| 2023-01-03 | Effective date of Power of Attorney for FMR LLC. |
| 2023-01-10 | Date of Schedule 13G filing by FMR LLC referencing Power of Attorney (accession number -23-000003). |
| 2023-01-26 | Effective date of Power of Attorney for Abigail P. Johnson. |
| 2023-01-31 | Date of Schedule 13G filing by FMR LLC referencing Abigail P. Johnson's Power of Attorney (accession number -23-000038). |
| 2025-03-31 | Date of event which requires filing of this statement (reporting period end date for beneficial ownership). |
| 2025-05-09 | Date of filing/signature of this Schedule 13G Amendment No. 3. |
Keywords
Duolingo Inc, DUOL, FMR LLC, Abigail P. Johnson, Schedule 13G, SEC filing, beneficial ownership, Class A Common Stock, institutional investment, passive investment
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