Duolingo (DUOL) director takes fully vested RSU award instead of cash fees

Rhea-AI Filing Summary

Lilly III John Osborne reported acquisition or exercise transactions in this Form 4 filing.

Duolingo, Inc. director John Osborne Lilly III reported a compensatory equity award rather than an open-market trade. He received 118 fully vested restricted stock units (RSUs) of Class A Common Stock in lieu of cash retainers under the Amended and Restated Non-Employee Director Compensation Program. Each RSU represents one share to be settled on a date he selects under the program or as otherwise provided. Following this award, he directly holds 9,023 shares of Class A Common Stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lilly III John Osborne

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	118	$124.76	$15K

Holdings After Transaction: Class A Common Stock — 9,023 shares (Direct)

Footnotes (1)

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Key Figures

RSUs granted: 118 RSUs Grant value per share: $124.76 per share Shares owned after grant: 9,023 shares

3 metrics

RSUs granted 118 RSUs Fully vested restricted stock units granted in lieu of cash retainers

Grant value per share $124.76 per share Reported value for the 118 RSUs of Class A Common Stock

Shares owned after grant 9,023 shares Total direct Class A Common Stock holdings following the RSU award

Key Terms

restricted stock units, Non-Employee Director Compensation Program, Class A Common Stock

3 terms

restricted stock units financial

"Represents an award of fully vested restricted stock units ("RSUs") in lieu of cash"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Non-Employee Director Compensation Program financial

"under the Issuer's Amended and Restated Non-Employee Director Compensation Program"

Class A Common Stock financial

"Each RSU represents the right to receive one share of the Issuer's Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/14/2026 - 06:36 PM Accepted by SEC EDGAR 07/14/2026 - 06:36 PM Learn about SEC filing dates

FAQ

What insider transaction did Lilly report for Duolingo (DUOL)?

Director John Osborne Lilly III reported a grant of 118 fully vested RSUs of Duolingo Class A Common Stock. The award was received in lieu of cash retainers under Duolingo’s Amended and Restated Non-Employee Director Compensation Program.

How many Duolingo (DUOL) shares does Lilly hold after this Form 4?

After the RSU award, John Osborne Lilly III directly holds 9,023 shares of Duolingo Class A Common Stock. This figure reflects his post-transaction ownership as reported in the Form 4’s non-derivative holdings table.

Was Lilly’s Duolingo (DUOL) Form 4 transaction an open-market stock purchase?

No. The Form 4 shows a compensatory award (code A) of 118 fully vested RSUs, not an open-market purchase. The units were granted under Duolingo’s Non-Employee Director Compensation Program in lieu of cash fees.

What is the reported value per share for Lilly’s Duolingo (DUOL) RSU award?

The RSU award is reported at $124.76 per share for 118 Class A Common Stock RSUs. This amount reflects the grant-date value used in the Form 4, rather than a market purchase price.

When will Lilly’s Duolingo (DUOL) RSUs be settled into shares?

Each RSU will be settled into one Duolingo Class A share either on a date John Osborne Lilly III selects pursuant to the compensation program, or as otherwise provided under the Plan, according to the footnote disclosure.

Are Lilly’s Duolingo (DUOL) RSUs vested immediately?

Yes. The award consists of fully vested restricted stock units granted in lieu of cash retainers. Although vested, the RSUs convert into Duolingo Class A shares on a later settlement date determined under the Plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lilly III John Osborne

(Last) (First) (Middle)

C/O DUOLINGO, INC.

5900 PENN AVENUE

(Street)

PITTSBURGH PENNSYLVANIA 15206

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/10/2026		A		118(1)	A	$124.76	9,023	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an award of fully vested restricted stock units ("RSUs") in lieu of cash retainers pursuant to reporting person's election under the Issuer's Amended and Restated Non-Employee Director Compensation Program (the "Plan"). Each RSU represents the right to receive one share of the Issuer's Class A Common Stock and will be settled either on a date selected by the reporting person pursuant to the Plan or as otherwise provided under the Plan.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for John Osborne Lilly III	07/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)