Director James H. Shelton buys 5,000 Duolingo (DUOL) shares on market

Rhea-AI Filing Summary

Duolingo director James H. Shelton bought 5,000 shares of Class A Common Stock in an open-market purchase at a weighted average price of $99.7584 per share on March 3, 2026. After this transaction, he directly owns 9,632 Duolingo Class A shares.

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

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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^*

Shelton James H

(Last) (First) (Middle)

C/O DUOLINGO, INC.

5900 PENN AVENUE

(Street)

PITTSBURGH PA 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)
03/03/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/03/2026		P		5,000	A	$99.7584(1)	9,632	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. The price reported in Column 4 is a weighted average purchase price calculated by the broker executing the purchases. These shares were purchased in multiple transactions at prices ranging from $99.07 to $99.96, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in this footnote.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for James H. Shelton	03/04/2026
	** 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.

FAQ

What insider transaction did Duolingo (DUOL) report for James H. Shelton?

Duolingo reported that director James H. Shelton bought 5,000 shares of Class A Common Stock. The open-market purchase occurred on March 3, 2026, and reflects a direct increase in his personal share ownership in the company.

At what price did the Duolingo (DUOL) director buy the shares?

The shares were purchased at a weighted average price of $99.7584 per share. According to the filing, individual trades occurred between $99.07 and $99.96, and detailed price breakdowns are available upon request from the reporting person.

How many Duolingo (DUOL) shares does James H. Shelton own after this trade?

After the reported transaction, James H. Shelton directly owns 9,632 shares of Duolingo Class A Common Stock. This reflects the addition of 5,000 shares from the March 3, 2026, open-market purchase disclosed in the Form 4 filing.

Was the Duolingo (DUOL) insider trade an open-market purchase or another type?

The transaction was an open-market purchase of Class A Common Stock. The Form 4 identifies it with code “P,” meaning a purchase in the open market or a private transaction, with all shares acquired on March 3, 2026.

Did James H. Shelton buy or sell Duolingo (DUOL) shares in this Form 4?

In this Form 4, James H. Shelton bought shares, with no sales reported. The filing shows a single non-derivative transaction classified as an open-market purchase of 5,000 Duolingo Class A shares, increasing his direct holdings.

What price range did Duolingo (DUOL) shares trade in for this insider purchase?

The insider’s broker executed multiple trades between $99.07 and $99.96 per share. The reported $99.7584 is the weighted average purchase price, and full details by individual trade price are available from the reporting person upon request.