SCHEDULE 13G/A: FMR LLC and Abigail P. Johnson Disclose 9.8% Stake in Duolingo Class A Common Stock

FMR LLC and its Chairman and CEO, Abigail P. Johnson, have disclosed a beneficial ownership of 9.8% of Duolingo Inc.'s Class A Common Stock as of December 31, 2024.

Summary

• FMR LLC, a Delaware-organized parent holding company, and Abigail P. Johnson, a U.S. citizen, have jointly filed an Amendment No. 1 to Schedule 13G regarding their beneficial ownership in Duolingo Inc.
• As of December 31, 2024, the aggregate amount beneficially owned by FMR LLC and Abigail P. Johnson is 3,726,560.56 shares of Duolingo's Class A Common Stock.
• This ownership represents 9.8% of the total outstanding Class A Common Stock.
• FMR LLC holds sole voting power over 3,689,599.53 shares and sole dispositive power over 3,726,560.56 shares.
• Abigail P. Johnson holds sole dispositive power over 3,726,560.56 shares, with no sole or shared voting power directly attributed to her in the summary table.
• The filing states 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.
• Several FMR LLC subsidiaries, including Fidelity Management & Research Company LLC, FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management Trust Company, and Strategic Advisers LLC, are identified as entities that beneficially own shares, with Fidelity Management & Research Company LLC owning 5% or greater.
• 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 may be deemed to form a controlling group with respect to FMR LLC.

Sentiment

Score: 7

Explanation: The disclosure of a nearly 10% beneficial ownership stake by a major institutional investor like FMR LLC in Duolingo Inc. is generally viewed positively by the market as it signals strong institutional confidence in the company. However, the document itself is a standard regulatory filing and does not contain operational or financial news that would significantly alter sentiment beyond the implications of the ownership itself.

Positives

• A significant stake (9.8%) by a major institutional investor like FMR LLC can be viewed as a vote of confidence in Duolingo Inc.'s long-term prospects.
• The filing indicates that the shares are held in the ordinary course of business, suggesting a standard investment rather than an activist position.

Future Outlook

The Schedule 13G filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding Duolingo Inc.'s future performance or FMR LLC's investment strategy beyond the statement that shares are held in the ordinary course of business.

Management Comments

• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11."

Industry Context

This filing reflects a significant investment by a major asset management firm, FMR LLC (Fidelity), in a prominent technology and education company, Duolingo. Such disclosures are common for large institutional investors crossing ownership thresholds and provide transparency into significant holdings within the ed-tech or language learning sectors.

Comparison to Industry Standards

• This document is a standard Schedule 13G filing, which is a regulatory requirement for investors acquiring more than 5% of a company's stock.
• The 9.8% stake held by FMR LLC and Abigail P. Johnson is a substantial position, indicating a significant conviction in Duolingo Inc. by a leading asset manager.
• While direct comparisons to specific companies or projects are not provided within this filing, a nearly 10% stake by a major institutional investor is generally considered a strong endorsement within the investment community, aligning with typical large-scale institutional portfolio allocations.

Stakeholder Impact

• Shareholders: The disclosure of a significant stake by a reputable institutional investor like FMR LLC may instill confidence among existing shareholders and attract new investors, potentially leading to positive share price movement.
• Company Management: The substantial investment by FMR LLC could be seen as validation of Duolingo's strategy and performance by a major institutional player.

Key Dates

Keywords

Duolingo Inc., DUOL, FMR LLC, Abigail P. Johnson, Schedule 13G, beneficial ownership, Class A Common Stock, institutional investment, SEC filing, equity stake