Duolingo (DUOL) director awarded 2,001 new stock units in June grant

Rhea-AI Filing Summary

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

Duolingo director John Osborne Lilly III received an equity award of 2,001 restricted stock units, each convertible into one share of Class A common stock upon vesting. After this grant, he directly holds 8,905 shares. All RSUs vest 100% on the earlier of the first anniversary of the grant date or the next annual stockholder meeting, assuming continued service.

Insights

Equity compensation analyst

Routine director RSU grant that modestly increases equity stake.

Director John Osborne Lilly III received 2,001 restricted stock units, each delivering one share of Duolingo Class A Common Stock at vesting. The grant price is reported as $0.0000 per share, consistent with a non-cash equity award.

The RSUs vest 100% on the earlier of the first anniversary of the grant date or the next annual stockholder meeting, contingent on continued service. Following the award, Lilly directly holds 8,905 shares, indicating this is a relatively small, routine compensation event rather than a large directional bet.

Insider Trade Summary

Net Buyer: 2,001 shares

Net Buy 1 txn

Insider Lilly III John Osborne

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	2,001	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 8,905 shares (Direct)

Footnotes (1)

1. F1. Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of the Issuer's Class A Common Stock for each RSU upon vesting. 100% of the RSUs vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of the Issuer's stockholders following the grant date, subject to the Reporting Person's continued service to the Issuer.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/05/2026 - 04:25 PM Accepted by SEC EDGAR 06/05/2026 - 04:25 PM Learn about SEC filing dates

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)
06/03/2026

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	06/03/2026		A		2,001(1)	A	$0	8,905	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. Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of the Issuer's Class A Common Stock for each RSU upon vesting. 100% of the RSUs vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of the Issuer's stockholders following the grant date, subject to the Reporting Person's continued service to the Issuer.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for John Osborne Lilly III	06/05/2026
	** 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)