Duolingo Board Member Shows Long-term Commitment with New Stock Package

Rhea-AI Filing Summary

Duolingo director James H. Shelton received 379 restricted stock units (RSUs) on June 11, 2025, as reported in this Form 4 filing. Following the transaction, Shelton now owns 4,632 shares of Class A Common Stock directly.

Key details of the RSU grant:

• RSUs were granted at $0 exercise price
• Each RSU converts to one share of Class A Common Stock upon vesting
• Vesting occurs at the earlier of: - One year from grant date - Next annual stockholder meeting
• Vesting is contingent on continued service with Duolingo

This equity grant appears to be part of Duolingo's director compensation program. The transaction was reported through an attorney-in-fact on June 18, 2025.

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
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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)
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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/11/2025		A		379(1)	A	$0	4,632	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. 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 James H. Shelton	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.

FAQ

How many Duolingo (DUOL) shares did James Shelton acquire on June 11, 2025?

According to the Form 4 filing, James Shelton 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 James Shelton's DUOL RSUs granted in June 2025?

The RSUs will 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 meeting of stockholders following the grant date, subject to Shelton's continued service to the company.

How many Duolingo shares does James Shelton own after the June 2025 RSU grant?

Following the reported transaction, James Shelton beneficially owns 4,632 shares of Duolingo Class A Common Stock directly (indicated as ownership form 'D' in the filing).

What is James Shelton's role at Duolingo (DUOL)?

According to the Form 4 filing, James Shelton serves as a Director on Duolingo's Board of Directors, as indicated by the 'X' marked under the Director category in Section 5 of the form.

What was the purchase price for DUOL RSUs granted to James Shelton?

The restricted stock units (RSUs) were granted to James Shelton at a price of $0, as indicated in the 'Price' column of Table I in the Form 4 filing.