STOCK TITAN

Duolingo, Inc. (DUOL) director receives 140 RSUs instead of cash

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Schlosser Mario reported acquisition or exercise transactions in this Form 4 filing.

Duolingo, Inc. director Mario Schlosser received an equity compensation award of 140 shares of Class A Common Stock through fully vested restricted stock units in lieu of cash retainers under the company’s Non-Employee Director Compensation Program, at a reported value of $124.76 per share, bringing his directly held stake to 4,262 shares.

Positive

  • None.

Negative

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Insider Schlosser Mario
Role Director
Type Security Shares Price Value
Grant/Award Class A Common Stock 140 $124.76 $17K
Holdings After Transaction: Class A Common Stock — 4,262 shares (Direct)
Footnotes (1)
  1. [object Object]
RSU shares awarded 140 shares Fully vested restricted stock units granted in lieu of cash retainers
Grant price $124.76 per share Reported transaction price for the RSU award
Shares held after award 4,262 shares Total Class A Common Stock directly owned by Mario Schlosser after the transaction
restricted stock units financial
"Represents an award of fully vested restricted stock units ("RSUs") in lieu of cash"
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.
Non-Employee Director Compensation Program financial
"under the Issuer's Amended and Restated Non-Employee Director Compensation Program"
Class A Common Stock financial
"Each RSU represents the right to receive one share of the Issuer's Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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

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FAQ

What insider transaction did Duolingo (DUOL) director Mario Schlosser report on this Form 4?

Mario Schlosser reported receiving an award of 140 fully vested restricted stock units of Duolingo Class A Common Stock. The RSUs were granted as equity compensation in lieu of cash retainers under the Non-Employee Director Compensation Program.

How many Duolingo (DUOL) shares does Mario Schlosser hold after this reported award?

After the award, Mario Schlosser directly holds 4,262 shares of Duolingo Class A Common Stock. This total includes the 140 shares underlying the newly granted restricted stock units reported in the Form 4 filing.

Was Mario Schlosser’s Duolingo (DUOL) Form 4 transaction an open-market stock purchase?

No, the Form 4 reports a grant of fully vested restricted stock units, not an open-market stock purchase. The RSUs were issued as director compensation in lieu of cash retainers under Duolingo’s Non-Employee Director Compensation Program.

What does each RSU in Mario Schlosser’s Duolingo (DUOL) award represent?

Each restricted stock unit (RSU) represents the right to receive one share of Class A Common Stock of Duolingo. The RSUs will be settled on a date selected by the reporting person or as otherwise provided under the director compensation plan.

What value per share is reported for Mario Schlosser’s Duolingo (DUOL) RSU grant?

The RSU grant reflects a reported transaction price of $124.76 per share for the 140 shares of Class A Common Stock. This price is the value disclosed for the grant in the Form 4 transaction details.
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)
07/10/2026
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 Stock07/10/2026A140(1)A$124.764,262D
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 Schlosser07/14/2026
** 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)