DUOL on Nasdaq

Duolingo Inc

Logo: duolingo.com3

American educational technology company based in Pittsburgh1

In its 2026 annual report the company says: “Duolingo is a technology company founded by two engineers, Luis von Ahn and Severin Hacker.”7

Price unavailable

Last updated Oct 21, 2026.

Overview

$1.0BRevenue, fiscal 20254
$414.1MNet income, fiscal 20254

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  • TickerDUOL on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersPittsburgh1
  • Websitewww.duolingo.com
  • Incorporated inDE5
  • Business address5900 Penn Ave, Second Floor, Pittsburgh, Pa 152065
  • Filer categoryLarge accelerated filer5
Duolingo Inc image from its website
Image: duolingo.com3

Our mission is to develop the best education in the world and make it universally available.7 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

72.2%Gross margin4
13.1%Operating margin4
39.9%Net margin4
38.7%Revenue growth, 20254
30.7%Return on equity4
$369.7MFree cash flow4

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

License and Service brought in 84% of the revenue Duolingo Inc broke down this way in fiscal 2025.

  1. License and Service$873.4M484%up 44% from 2024
  2. Advertising$79.7M48%up 45% from 2024
  3. English Test$42.0M44%down 8% from 2024
  4. IAPs$40.5M44%up 5% from 2024
  5. Product And Service, Other, Miscellaneous$1.9M40%up 50% from 2024
Products and services by year
Products and services202320242025
License and Service$404.7M$607.5M$873.4M
Advertising$49.9M$54.9M$79.7M
English Test$41.2M$45.6M$42.0M
IAPs$34.7M$38.7M$40.5M
Product And Service, Other, Miscellaneous$682.0K$1.3M$1.9M

Regions

Outside the United States brought in 62% of the revenue Duolingo Inc broke down this way in fiscal 2025.

  1. Outside the United States$645.4M462%up 48% from 2024
  2. United States$392.2M438%up 26% from 2024
Regions by year
Regions202320242025
Outside the United States$292.4M$436.5M$645.4M
United States$238.8M$311.5M$392.2M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue23¢$288.1M
  • Research and development25¢$306.3M
  • Income tax19¢$231.7M
  • Profit33¢$414.1M

Out of $1.0B in revenue.4

Where each dollar of operating cash went, fiscal 2025

  • Capital spending5¢$18.1M
  • Kept or used elsewhere95¢$369.7M

Out of $387.8M of cash from operations.4

Financial statements

Revenue89104$1.0B in 2025+542% since 2020
0$500.0M$1.0B$1.5B2020: $161.7M$161.7M20202021: $250.8M$250.8M2021+55%2022: $369.5M$369.5M2022+47%2023: $531.1M$531.1M2023+44%2024: $748.0M$748.0M2024+41%2025: $1.0B$1.0B2025+39%
Gross profit89104$749.5M in 2025+548% since 2020
0$200.0M$400.0M$600.0M$800.0M2020: $115.7M$115.7M20202021: $181.6M$181.6M2021+57%2022: $270.1M$270.1M2022+49%2023: $389.0M$389.0M2023+44%2024: $544.4M$544.4M2024+40%2025: $749.5M$749.5M2025+38%
Operating income89104$135.6M in 2025
-$100.0M0$100.0M$200.0M2020: -$16.0M-$16.0M20202021: -$60.0M-$60.0M2021+275%2022: -$65.2M-$65.2M2022+9%2023: -$13.3M-$13.3M2023−80%2024: $62.6M$62.6M20242025: $135.6M$135.6M2025+117%
Net income89104$414.1M in 2025
-$200.0M0$200.0M$400.0M$600.0M2020: -$15.8M-$15.8M20202021: -$60.1M-$60.1M2021+281%2022: -$59.6M-$59.6M2022−1%2023: $16.1M$16.1M20232024: $88.6M$88.6M2024+451%2025: $414.1M$414.1M2025+367%

Every line of the income statement as filed: the last 3 fiscal years, latest first.4

Period ending2025-12-312024-12-312023-12-31
Revenues$1.0B$748.0M$531.1M
Cost of revenues$288.1M$203.6M$142.1M
Gross profit$749.5M$544.4M$389.0M
Research and development$306.3M$235.3M$194.4M
Sales and marketing$125.7M$90.5M$75.8M
General and administrative$181.9M$156.0M$132.1M
Total operating expenses$613.9M$481.8M$402.3M
Income from operations$135.6M$62.6M-$13.3M
Other income$3.4M$1.3M$590.0K
Other expense-$1.8M-$4.3M-$645.0K
Other income (expense), net$1.6M-$3.0M-$55.0K
Income (loss) before interest income and income taxes$137.2M$59.6M-$13.3M
Interest income$45.2M$42.7M$31.1M
Income before income taxes$182.4M$102.3M$17.8M
(Benefit from) provision for income taxes-$231.7M$13.7M$1.7M
Net income$414.1M$88.6M$16.1M
Comprehensive income$414.1M$88.6M$16.1M
Net income per share attributable to Class A and Class B common stockholders, basic (in usd per share)$9.05$2.04$0.39
Net income per share attributable to Class A and Class B common stockholders, diluted (in usd per share)$8.57$1.88$0.35

Compare Duolingo Inc with another company

Corporate structure

Duolingo Inc sits at the top of its group. 4 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Duolingo Inc

  • AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on Duolingo Inc, latest Aug 12, 2026
  • Ahn Luis Von Filed SCHEDULE 13G/A on Duolingo Inc, latest Aug 12, 2026 (4 filings since Feb 11, 2022)
  • VANGUARD CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on Duolingo Inc, latest Jul 31, 2026
  • Capital World Investors Filed SCHEDULE 13G/A on Duolingo Inc, latest May 14, 2026 (2 filings since Aug 13, 2025)
  • FMR LLC Filed SCHEDULE 13G/A on Duolingo Inc, latest May 6, 2026 (6 filings since Nov 12, 2024)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Duolingo Inc, latest Mar 26, 2026 (3 filings since Feb 9, 2023)
  • BAILLIE GIFFORD & CO Filed SCHEDULE 13G/A on Duolingo Inc, latest Nov 4, 2025 (11 filings since Dec 6, 2021)
  • Durable Capital Partners LP Filed SCHEDULE 13G/A on Duolingo Inc, latest May 15, 2025 (6 filings since Dec 10, 2021)
  • Severin Hacker Filed SCHEDULE 13G/A on Duolingo Inc, latest Apr 17, 2025 (4 filings since Feb 11, 2022)
  • BlackRock Filed SC 13G/A on Duolingo Inc, latest Nov 8, 2024 (5 filings since Feb 7, 2023)
  • Foxhaven Asset Management, LP Filed SC 13G/A on Duolingo Inc, latest Feb 14, 2023 (2 filings since Jan 18, 2022)
  • GILDER GAGNON HOWE & CO LLC Filed SC 13G/A on Duolingo Inc, latest Feb 14, 2023 (2 filings since Feb 14, 2022)
  • Duolingo Inc Pittsburgh
    • Beijing Duolingo Technology Co., Ltd. Subsidiary · China
    • Duolingo UK Limited Subsidiary · United Kingdom
    • Music Learning Services Limited Subsidiary · United Kingdom

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Duolingo Inc reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$44.8M4 Dec 31, 2025$35.7M4 Dec 31, 2024+25.7%
Property and equipment, before depreciation$57.9M4 Dec 31, 2025$35.4M4 Dec 31, 2024+63.7%
Accumulated depreciation$21.6M4 Dec 31, 2025$16.4M4 Dec 31, 2024+31.5%
Property and equipment, net$36.3M4 Dec 31, 2025$18.9M4 Dec 31, 2024+91.6%
Operating-lease assets (leased space)$80.4M4 Dec 31, 2025$47.5M4 Dec 31, 2024+69.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$1.0B4 Dec 31, 2025$785.8M4 Dec 31, 2024+31.9%
Long-term investments$135.1M4 Dec 31, 2025$98.3M4 Dec 31, 2024+37.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$35.3M4 Dec 31, 2025$10.5M4 Dec 31, 2024+235.3%
Intangible assets, net (excluding goodwill)$28.3M4 Dec 31, 2025$19.9M4 Dec 31, 2024+42.3%
Finite-lived intangibles, gross$36.8M10 Dec 31, 2024$27.0M10 Dec 31, 2023+36.3%
Accumulated amortization$26.1M4 Dec 31, 2025$16.9M4 Dec 31, 2024+54.4%
Finite-lived intangibles, net$28.1M4 Dec 31, 2025$19.8M10 Dec 31, 2024+41.8%

Properties, in its own words

We lease approximately 195,254 square feet in multiple facilities in Pittsburgh, Pennsylvania where we operate our headquarters, and lease approximately 85,666 square feet of office space in New York City. We also lease other office space around the world as needed for our employees, including in Bangalore, Beijing, Berlin, Detroit, London, Tokyo, and Seattle.

We believe that our existing facilities are sufficient for our current needs. We believe that suitable additional or substitute space will be available as needed to accommodate changes in our operations.

Item 2 of the 10-K filed Feb 27, 2026.7

Leadership

Who has led Duolingo Inc, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (12)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Beijing Duolingo Technology Co., Ltd. People's Republic of China6
  • Duolingo UK Limited United Kingdom6
  • Music Learning Services Limited United Kingdom6

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 19, 20268-K Regulation FD disclosure29
  2. Aug 10, 20268-K Executive or director change; Regulation FD disclosure30
  3. Aug 5, 20268-K Results of operations31
  4. Jun 5, 20268-K Shareholder vote32
  5. May 4, 20268-K Results of operations33
  6. Feb 27, 20268-K Results of operations34
  7. Feb 26, 20268-K Results of operations; Other events35
  8. Jan 12, 20268-K Results of operations; Executive or director change36
  9. Nov 5, 20258-K Results of operations37
  10. Aug 6, 20258-K Results of operations38
  11. Jun 13, 20258-K Shareholder vote39
  12. May 1, 20258-K Results of operations40
  13. Jul 28, 2021Went public Listed on NASDAQ1
  14. Jul 27, 2021New chief executive Ahn Luis Von becomes CEO16

Calendar

Coming up

  1. Nov 3, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.95 a share, on Nov 5, 2025.41

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results31
  2. May 4, 2026Reported quarterly or annual results33
  3. Feb 27, 2026Reported quarterly or annual results34
  4. Feb 26, 2026Reported quarterly or annual results35
  5. Jan 12, 2026Reported quarterly or annual results36
  6. Nov 5, 2025Reported quarterly or annual results37
  7. Aug 6, 2025Reported quarterly or annual results38
  8. May 1, 2025Reported quarterly or annual results40

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

720 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 37 major events, 432 insider forms, 58 large holders, 172 other. The latest 20:

  1. Oct 13, 20264 EDGAR
  2. Oct 13, 20264 EDGAR
  3. Oct 13, 20264 EDGAR
  4. Oct 13, 20264 EDGAR
  5. Oct 9, 20264 EDGAR
  6. Oct 7, 2026144 EDGAR
  7. Sep 28, 20264 EDGAR
  8. Sep 24, 2026144 EDGAR
  9. Sep 23, 20264 EDGAR
  10. Sep 22, 2026144 EDGAR
  11. Sep 21, 2026144 EDGAR
  12. Sep 21, 2026144 EDGAR
  13. Sep 18, 20264 EDGAR
  14. Sep 16, 2026144 EDGAR
  15. Sep 16, 2026144 EDGAR
  16. Sep 15, 20264 EDGAR
  17. Sep 14, 2026144 EDGAR
  18. Sep 10, 20264 EDGAR
  19. Sep 8, 2026144 EDGAR
  20. Aug 19, 20264 EDGAR

The 720 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

360 open-market trades by officers, directors and large owners since October 2021: 49 buys and 311 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 24, 2026von Ahn LuisPresident & CEO, Co-FounderSale46,682$150.63$7.0MForm 4
Sep 22, 2026von Ahn LuisPresident & CEO, Co-FounderSale3,614$151.91$549.0KForm 4
Sep 21, 2026von Ahn LuisPresident & CEO, Co-FounderSale37,366$150.53$5.6MForm 4
Sep 16, 2026von Ahn LuisPresident & CEO, Co-FounderSale28,292$150.22$4.3MForm 4
Sep 14, 2026Chen Stephen C.General CounselSale8,072$149.33$1.2MForm 4
Sep 8, 2026GORDON WILLIAM BDirectorSale10,000$145.67$1.5MForm 4
Aug 18, 2026Glance NatalieChief Engineering OfficerSale1,539$137.81$212.1KForm 4
Aug 17, 2026Glance NatalieChief Engineering OfficerSale2,751$129.13$355.2KForm 4
Aug 17, 2026Meese RobertChief Business OfficerSale1,354$129.13$174.8KForm 4
Aug 17, 2026Chen Stephen C.General CounselSale1,024$129.13$132.2KForm 4
May 18, 2026Chen Stephen C.General CounselSale1,977$113.61$224.6KForm 4
May 18, 2026Glance NatalieChief Engineering OfficerSale3,360$113.59$381.7KForm 4
May 15, 2026Chen Stephen C.General CounselSale820$112.16$92.0KForm 4
May 15, 2026Glance NatalieChief Engineering OfficerSale1,929$112.16$216.4KForm 4
May 15, 2026Meese RobertChief Business OfficerSale1,420$112.16$159.3KForm 4
Mar 3, 2026Shelton James HDirectorBuy5,000$99.76$498.8KForm 4
Feb 18, 2026Skaruppa MatthewChief Financial OfficerSale3,986$113.52$452.5KForm 4
Feb 18, 2026Chen Stephen C.General CounselSale1,901$113.26$215.3KForm 4
Feb 18, 2026Glance NatalieChief Engineering OfficerSale3,545$113.52$402.4KForm 4
Feb 17, 2026Meese RobertChief Business OfficerSale1,000$110.06$110.1KForm 4

All 360 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Matthew SkaruppaFormer Chief Financial Officer$756.2K$5.4M59
2025Natalie GlanceChief Engineering Officer$756.2K$5.4M59
2025Stephen ChenGeneral Counsel$587.5K$3.5M59
2025Robert MeeseChief Business Officer$579.2K$2.9M59
2025Luis von AhnChief Executive Officer$750.0K$767.5K59
2024Matthew SkaruppaFormer Chief Financial Officer$713.3K$5.6M59
2024Natalie GlanceChief Engineering Officer$713.3K$4.0M59
2024Stephen ChenGeneral Counsel$553.3K$2.2M59
2024Robert MeeseChief Business Officer$533.3K$2.0M59
2024Luis von AhnChief Executive Officer$750.0K$767.2K59
2023Natalie GlanceChief Engineering Officer$673.3K$3.9M59
2023Matthew SkaruppaFormer Chief Financial Officer$673.3K$3.9M59
2023Robert MeeseChief Business Officer$497.5K$2.4M59
2023Stephen ChenGeneral Counsel$513.3K$2.1M59
2023Luis von AhnChief Executive Officer$750.0K$766.5K59

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Baillie Gifford & Co4,824,298$554.9M0.5%−51,512
BlackRock, Inc.3,867,080$444.8M0.0%−119,386
Aqr Capital Management LLC2,332,543$268.3M0.1%+2,222,495
Vanguard Capital Management LLC1,745,689$200.8M0.0%+22,557
Two Sigma Investments, LP1,629,242$187.4M0.1%+233,698
FIL Ltd1,603,554$184.4M0.1%−19,251
Vanguard Portfolio Management LLC1,603,280$184.4M0.0%−29,370
Federated Hermes, Inc.1,371,817$157.8M0.2%+118,791
State Of Michigan Retirement System1,306,107$150.2M0.7%+112,800
State Street Corp1,229,391$141.4M0.0%+45,747
Bank Of America Corp /de/1,190,378$136.9M0.0%−141,923
Fmr LLC1,131,136$130.1M0.0%+37,797
UBS Group AG1,026,002$118.0M0.0%−72,060
PeakShares LLC1,000$115.0M0.1%No change
Geode Capital Management, LLC769,071$88.5M0.0%−49,257
Goldman Sachs Group Inc624,532$71.8M0.0%+272,081
Quinn Opportunity Partners LLC555,664$63.9M3.0%+58,302
Morgan Stanley506,166$58.2M0.0%−447,603
Gilder Gagnon Howe & Co LLC502,344$57.8M0.6%−6,206
Whale Rock Capital Management LLC471,764$54.3M0.4%No change
Amundi471,288$54.2M0.0%+22,220
Bnp Paribas Financial Markets463,923$53.4M0.0%−19,096
Charles Schwab Investment Management Inc358,498$41.2M0.0%+51,645
Squarepoint Ops LLC324,472$37.3M0.1%+302,434
Norges Bank321,546$37.0M0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

3 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Aug 13, 2025Lisa C. McClainRepublican, HouseSale$1,001 - $15,000+76.4%Report
Jun 24, 2025Lisa C. McClainRepublican, HouseSale$1,001 - $15,000+93.7%Report
Jun 17, 2025Lisa C. McClainRepublican, HouseBuy$1,001 - $15,000−99.4%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Duolingo Inc is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARDuolingo, Inc.2
  • CIK0001562088
  • Employer ID (EIN)45-30558727
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company7
  • Incorporated inDelaware7
  • Fiscal year endsDecember 312
  • Industry code (SIC)7372 Services-Prepackaged Software2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address5900 Penn Ave, Second Floor, Pittsburgh, PA 152062
  • Phone(412) 347-61162
  • Shares outstanding40,594,239 Common Class A shares; 6,356,052 Common Class B shares as of Feb 25, 20267
  • Public float$13.3B as of Jun 28, 20257
  • AuditorDeloitte & Touche LLP, New York, New York PCAOB ID 34; it also attests to the company’s internal control over financial reporting7
  • On EDGAR sinceNov 13, 20122
  • Filings782 in all: 4 (436), 144 (152), 8-K (37), SC 13G/A (23), 3 (21), 10-Q (16), SC 13G (16), SCHEDULE 13G/A (15)2
    All 29 form types

    4/A (9), S-8 (7), DEFA14A (6), 10-K (5), CORRESP (5), D (5), DEF 14A (5), ARS (4), SCHEDULE 13G (4), UPLOAD (3), 8-K/A (2), S-1/A (2), 10-Q/A (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), DRS/A (1), DRSLTR (1), EFFECT (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 17, 2026
    Latest 8-K (8-K) Aug 19, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, $0.0001 per shareDUOLNasdaq

From the cover page of the 10-K filed Feb 27, 2026 (Section 12(b) of the Exchange Act).7

Risk factors and legal proceedings

The risks Duolingo Inc names in Item 1A of its 10-K filed Feb 27, 2026: 52 risks under these headings, as written.7

  • Risks Related to Our Business and Industry
  • If we fail to keep existing users or add new users, or if our users decrease their level of engagement with our products or do not convert to or remain paying users, our revenue, financial results and business may be significantly harmed.
  • The online language learning industry is highly competitive, with low switching costs and a consistent stream of new products and entrants, and innovation by our competitors may disrupt our business.
  • Changes to our existing brand and products, or the introduction of a new brand or products, could fail to attract or keep users or generate revenue and profits.
  • We may not be able to maintain or increase profitability in the future.
  • If we are unable to manage our growth effectively, our brand, company culture and financial performance may suffer.
  • Our costs continue to increase, and some of our investments have the effect of reducing our operating margin and profitability. If our investments are not successful, our business and financial performance could be harmed.
  • Our operating results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict.
  • Our user metrics and other operating metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may negatively affect our reputation and our business.
  • We rely primarily on a limited number of third-party platforms such as the Apple App Store and the Google Play Store to distribute our products and collect payments. If we are unable to maintain a good relationship with such platform providers, if their terms and conditions or pricing changes to our detriment, if we violate, or if a platform provider believes that we have violated, the
  • terms and conditions of its platform, or if any of these platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, our business will suffer.
  • We rely on third-party hosting and cloud computing providers, like Amazon Web Services (“AWS”) and Google Cloud, to operate certain aspects of our business. A significant portion of our product traffic is hosted by a limited number of vendors, and any failure, disruption or significant interruption in our network or hosting and cloud services could adversely impact our operations and harm our business.
The other 41 risks
  • We derive a portion of our revenues from advertisements. If we are unable to continue to compete for these advertisements, or if any events occur that negatively impact our relationships with advertising networks, our advertising revenues and operating results would be negatively impacted.
  • If we are not able to maintain the value and reputation of our brand, our business and financial results may be harmed.
  • Our growth and profitability rely, in part, on our ability to attract and keep users through cost-effective marketing efforts, including through our social media presence, use of social media influencers and performance marketing. Any failure in these efforts could materially adversely affect our business, financial condition and results of operations.
  • We are subject to certain risks as a mission-based company.
  • Unfavorable media coverage could materially adversely affect our business, brand image or reputation.
  • Our future success depends on the continuing efforts of our key employees and our ability to attract and retain highly skilled personnel and senior management.
  • If the recognition by schools, governments, and other institutions of the value of technology-based assessment does not continue to grow, or if such institutions reduce their reliance on the Duolingo English Test or assessment in general, our ability to generate revenue from our assessment, including our Duolingo English Test, could be impaired.
  • We operate in various international markets, including certain markets in which we have limited experience. As a result, we face additional risks in connection with certain of our international operations.
  • Security breaches of our IT Systems, improper or unauthorized access to or disclosure of our Confidential Information, other hacking and social engineering or phishing attacks on our IT Systems or service, or other cyber incidents could disrupt our services or compromise Confidential Information related to our business and expose us to liability, which could harm our reputation and materially adversely affect our business.
  • We are subject to a number of risks related to payment cards, including data security breaches and fraud that we or third parties experience or additional regulation, any of which could materially adversely affect our business, financial condition and results of operations.
  • Our success depends, in part, on the integrity of our IT Systems and infrastructures and on our ability to enhance, expand and adapt these systems and infrastructures in a timely and cost-effective manner.
  • We may experience operational and financial risks in connection with acquisitions.
  • Foreign currency exchange rate fluctuations could adversely affect our results of operations.
  • Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
  • We are subject to risks associated with the physical impacts of climate change.
  • Risks Related to Legal and Regulatory Compliance
  • result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.
  • Our failure to comply with U.S. and foreign export controls, sanctions and other trade laws and regulations could have a material adverse effect on our business.
  • Our success depends, in part, on our ability to access, protect, collect, use, and otherwise process Personal Data, and our failure or perceived failure to comply with the varying and rapidly-evolving regulatory framework on privacy and data protection across jurisdictions could result in claims or other forms of liability, increased cost of operations, reputational harm, or declines in user growth or engagement, or otherwise have a material adverse effect on our business.
  • Online applications are subject to various laws and regulations relating to children’s privacy and protection, which if violated, could subject us to litigation and regulatory actions.
  • Our development, implementation and use of AI and machine learning technologies, including third-party technologies, may not be successful, which may impair our ability to compete effectively, result in reputational harm and have an adverse effect on our business.
  • Regulatory and legislative developments on the use of AI and machine learning could adversely affect our use of such technologies in our products and services as well as our operating results.
  • We are subject to litigation and adverse outcomes in such litigation could have a material adverse effect on our business, financial condition and results of operations.
  • We are subject to taxation related risks in multiple jurisdictions.
  • Risks Related to Our Intellectual Property
  • From time to time, we may be party to intellectual property-related litigation and proceedings that are expensive and time consuming to defend, and, if resolved adversely, could materially adversely impact our business, financial condition and results of operations.
  • We may fail to adequately obtain, protect and maintain our intellectual property rights or prevent third parties from making unauthorized use of such rights.
  • Our use of “open source” software and materials could subject our proprietary software to general release, adversely affect our ability to sell our products and services and subject us to possible litigation.
  • Risks Related to Ownership of our Class A Common Stock
  • The market price of shares of our Class A common stock may be volatile or may decline regardless of our operating performance, which could cause the value of your investment to decline.
  • If securities or industry analysts do not continue to publish research or reports about our business, or if they downgrade their recommendations regarding our Class A common stock, our stock price and trading volume could decline.
  • The dual class structure of our common stock has the effect of concentrating voting control with a limited number of affiliated stockholders, which will limit or preclude your ability to influence corporate matters or transactions that require stockholder approval.
  • We cannot predict the impact our dual class structure may have on the market price of our Class A common stock.
  • We may issue preferred stock whose terms could materially adversely affect the voting power or value of our Class A common stock.
  • Future issuance and sales of our common stock in the public market could cause the market price of our common stock to drop significantly, even if our business is doing well.
  • We do not intend to pay dividends for the foreseeable future. Consequently, any gains from an investment in our Class A common stock will likely depend on whether the price of our Class A common stock increases.
  • Anti-takeover provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
  • Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
  • Our amended and restated certificate of incorporation and amended and restated bylaws provide for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, and that the federal district courts of the U.S. of America will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
  • General Risk Factors
  • Failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, financial condition, results of operations, and stock price and may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock and your investment.
  • If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our operating results could fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.
  • Changes in accounting principles or their application to us could result in unfavorable accounting charges or effects, which could adversely affect our operating results and prospects.
  • Our income tax expense and effective tax rate may fluctuate due to changes in tax laws, operating results and the realizability of deferred tax assets.
  • We are subject to a series of risks associated with scrutiny of environmental, social, sustainability, and related corporate responsibility matters.

Legal proceedings

From time to time we may be involved in claims and proceedings arising in the course of our business. The outcome of any such claims or proceedings, regardless of the merits, is inherently uncertain. We are not currently party to any material legal proceedings.

The opening of Item 3, Legal Proceedings.7

Sources

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