Duolingo director receives 98-unit vested stock grant

The award was made in lieu of cash retainers, and each unit represents a right to receive one Class A common share.

Rhea-AI Filing Summary

Duolingo, Inc. director John Osborne Lilly III received an award of 98 fully vested restricted stock units on October 10, 2026, reported at $149.92 per share. The award was made in lieu of cash retainers under the Amended and Restated Non-Employee Director Compensation Program, following his election. His direct holdings after the transaction were 9,121 shares.

Insider Trade Summary

Grant/Award: 98 shares

Grant/Award 1 txn

Insider Lilly III John Osborne

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	98	$149.92	$15K

Holdings After Transaction: Class A Common Stock — 9,121 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.

Key Figures

Restricted stock units awarded: 98 RSUs Reported per-share price: $149.92 per share Direct holdings after transaction: 9,121 shares +1 more

4 metrics

Restricted stock units awarded 98 RSUs October 10, 2026

Reported per-share price $149.92 per share Award reported on October 10, 2026

Direct holdings after transaction 9,121 shares After the October 10, 2026 transaction

Shares per RSU 1 Class A common share per RSU Each RSU represents the right to receive one share

Key Terms

restricted stock units, cash retainers, Non-Employee Director Compensation Program

3 terms

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.

cash retainers financial

"in lieu of cash retainers"

Non-Employee Director Compensation Program financial

"Amended and Restated Non-Employee Director Compensation Program"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RSUs did DUOL director John Osborne Lilly III receive?

He received 98 fully vested restricted stock units on October 10, 2026. His direct holdings after the transaction were 9,121 shares.

How are DUOL director RSUs settled?

Each RSU represents the right to receive one share of Class A common stock. The award will be settled either on a date selected by the reporting person under the plan or as otherwise provided under the plan.

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

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Available on EDGAR 10/13/2026 - 08:13 PM EDT Accepted by SEC EDGAR 10/13/2026 - 08:13 PM EDT 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)
10/10/2026

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	10/10/2026		A		98(1)	A	$149.92	9,121	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	10/13/2026
	** 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)