Duolingo Board Member Deepens Stake with New Stock Award Package

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Form Type

Rhea-AI Filing Summary

Duolingo director William B. Gordon received a grant of 379 restricted stock units (RSUs) on June 11, 2025. Following this transaction, Gordon now beneficially owns 76,414 shares of Class A Common Stock directly.

Key terms of the RSU grant:

Each RSU converts to one share of Class A Common Stock upon vesting
Vesting occurs at the earlier of: (1) first anniversary of grant date or (2) next annual stockholder meeting
Vesting is contingent on Gordon's continued service to Duolingo
The RSUs were granted at $0 cost to Gordon

This Form 4 filing was submitted by Stephen Chen as attorney-in-fact for Gordon on June 18, 2025, within the required reporting timeline for insider transactions.

Insider Trade Summary

Net Buyer: 379 shares

Net Buy 1 txn

Insider GORDON WILLIAM B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	379	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 76,414 shares (Direct)

Footnotes (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.

FAQ

How many DUOL shares did William Gordon acquire on June 11, 2025?

William Gordon acquired 379 restricted stock units (RSUs) of Duolingo's Class A Common Stock on June 11, 2025. Each RSU entitles him to receive one share of DUOL Class A Common Stock upon vesting.

What is the vesting schedule for William Gordon's DUOL RSUs granted in June 2025?

The RSUs vest 100% on the earlier of: (i) the first anniversary of the grant date (June 11, 2026) or (ii) the date of Duolingo's next annual stockholders meeting following the grant date, subject to Gordon's continued service to the company.

How many DUOL shares does William Gordon own after the June 2025 RSU grant?

Following the reported RSU grant transaction, William Gordon beneficially owns 76,414 shares of Duolingo (DUOL) Class A Common Stock held directly.

What is William Gordon's role at DUOL according to the Form 4?

According to the Form 4 filing, William Gordon serves as a Director of Duolingo (DUOL). This is indicated by the 'X' marked in the Director box under the Relationship of Reporting Person(s) to Issuer section.

What was the purchase price of DUOL RSUs granted to William Gordon?

The RSUs were granted to William Gordon at a price of $0, as indicated in the 'Price' column of Table I in the Form 4 filing.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/18/2025 - 08:16 PM

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^*

GORDON WILLIAM B

(Last)

(First)

(Middle)

C/O DUOLINGO, INC.

5900 PENN AVENUE

(Street)

PITTSBURGH

15206

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2025

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/11/2025		A		379⁽¹⁾	A	$0	76,414	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 William B. Gordon	06/18/2025
	** 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.

Source: View Original Filing on SEC EDGAR