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Duolingo director Schlosser acquires 116 stock units

The director’s fully vested RSUs were issued in lieu of cash retainers, with each unit representing one Class A common share.

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Form Type
4

Rhea-AI Filing Summary

Duolingo, Inc. director Mario Schlosser acquired 116 fully vested restricted stock units on October 10, 2026, in lieu of cash retainers under the company’s Amended and Restated Non-Employee Director Compensation Program. The award was reported at $149.92 per share, and each RSU represents the right to receive one Class A common share. Schlosser’s reported directly held position following the transaction was 4,378 shares. The RSUs will be settled on a date selected by Schlosser under the Plan or as otherwise provided under the Plan.

Insider Schlosser Mario
Role Director
Type Security Shares Price Value
Grant/Award Class A Common Stock F1 116 $149.92 $17K
Holdings After Transaction: Class A Common Stock — 4,378 shares (Direct)
Footnotes (1)
  1. F1. 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.
Restricted stock units awarded 116 restricted stock units Award on October 10, 2026
Reported per-share price $149.92 per share Award on October 10, 2026
Direct shares following transaction 4,378 shares Reported position following the transaction
Shares per RSU 1 Class A common share per RSU Each RSU represents the right to receive one share
restricted stock units financial
"award of fully vested restricted stock units"
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.
fully vested financial
"award of fully vested restricted stock units"
cash retainers financial
"in lieu of cash retainers"

FAQ

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How many shares did Duolingo director Mario Schlosser acquire?

Mario Schlosser acquired 116 fully vested RSUs on October 10, 2026, reported at $149.92 per share. The award was in lieu of cash retainers under Duolingo’s Amended and Restated Non-Employee Director Compensation Program.

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

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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*
Schlosser Mario

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/10/2026
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 Stock10/10/2026A116(1)A$149.924,378D
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. 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 Mario Schlosser10/13/2026
** 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)

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