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Duolingo (NASDAQ: DUOL) CBO awarded 19,529 RSUs and sells 1,420 shares for taxes

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Duolingo Chief Business Officer Robert Meese reported routine equity compensation activity. He received a grant of 19,529 Restricted Stock Units tied to Class A Common Stock at a reference price of $112.06 per share. The RSUs vest in 16 equal quarterly installments starting on May 15, 2026.

In connection with RSU vesting and share delivery, 1,420 shares were automatically sold at $112.16 per share to satisfy tax withholding obligations, a non-discretionary transaction. Following these activities, Meese holds 172,165 Class A shares directly and 1,800 shares indirectly through two qualified minor’s trusts.

Positive

  • None.

Negative

  • None.
Insider Meese Robert
Role Chief Business Officer
Sold 1,420 shs ($159K)
Type Security Shares Price Value
Grant/Award Class A Common Stock 19,529 $112.06 $2.19M
Sale Class A Common Stock 1,420 $112.16 $159K
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 172,165 shares (Direct, null); Class A Common Stock — 1,800 shares (Indirect, See footnote)
Footnotes (1)
  1. Constitute Restricted Stock Units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs shall vest on each quarterly anniversary of May 15, 2026. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs") and delivery of shares. Shares held by Eliot Meese Qualified Minor's Trust. Shares held by Isaac Meese Qualified Minor's Trust.
RSU grant size 19,529 RSUs Grant of Restricted Stock Units on Class A Common Stock
Shares sold for taxes 1,420 shares Automatic sale to satisfy tax withholding obligations
Sale price per share $112.16/share Price for 1,420 shares sold to cover tax withholding
RSU reference price $112.06/share Price associated with the 19,529 RSU grant
Direct holdings after transactions 172,165 shares Class A Common Stock directly owned after Form 4 events
Indirect trust holdings 1,800 shares Class A shares held by two qualified minor’s trusts
RSU vesting pattern 1/16 quarterly One-sixteenth vests each quarter from May 15, 2026
Restricted Stock Units ("RSUs") financial
"Constitute Restricted Stock Units ("RSUs") for which the Reporting Person is entitled to receive one (1) share..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
tax withholding obligations financial
"Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting..."
Qualified Minor's Trust financial
"Shares held by Eliot Meese Qualified Minor's Trust."
indirect ownership financial
"Class A Common Stock... direct_or_indirect: "I" and nature_of_ownership: "See footnote""
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Meese Robert
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Business Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/15/2026A19,529(1)A$112.06172,165D
Class A Common Stock05/15/2026S1,420(2)D$112.16170,745D
Class A Common Stock1,800ISee footnote(3)
Class A Common Stock1,800ISee footnote(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs shall vest on each quarterly anniversary of May 15, 2026.
2. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs") and delivery of shares.
3. Shares held by Eliot Meese Qualified Minor's Trust.
4. Shares held by Isaac Meese Qualified Minor's Trust.
Remarks:
/s/ Stephen Chen, as Attorney-in-Fact for Robert Meese05/19/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Duolingo (DUOL) report for Robert Meese?

Duolingo reported that Chief Business Officer Robert Meese received 19,529 Restricted Stock Units and had 1,420 shares sold automatically to cover tax withholding. After these equity compensation transactions, he directly owns 172,165 Class A shares and indirectly holds 1,800 shares through minor’s trusts.

How many Duolingo shares did Robert Meese sell and at what price?

Robert Meese had 1,420 Duolingo Class A shares sold at $112.16 per share. The filing states these shares were automatically sold to satisfy tax withholding obligations arising from Restricted Stock Unit vesting and share delivery, rather than a discretionary open-market sale decision.

What is the size and vesting schedule of Robert Meese’s new Duolingo RSU grant?

Robert Meese was granted 19,529 Restricted Stock Units linked to Duolingo Class A Common Stock at a reference price of $112.06. According to the filing, one-sixteenth of these RSUs vests on each quarterly anniversary of May 15, 2026, spreading vesting evenly over 16 quarters.

How many Duolingo shares does Robert Meese own after these Form 4 transactions?

After the reported transactions, Robert Meese directly owns 172,165 shares of Duolingo Class A Common Stock. He also indirectly holds 1,800 additional shares through two qualified minor’s trusts, bringing his total reported holdings in this filing to 173,965 shares across direct and indirect ownership.

How are Robert Meese’s indirect Duolingo holdings structured in this filing?

The filing shows 1,800 Duolingo Class A shares reported as indirect holdings for Robert Meese. Footnotes explain these are held by two separate entities: the Eliot Meese Qualified Minor’s Trust and the Isaac Meese Qualified Minor’s Trust, both reported with indirect ownership status.