Duolingo (DUOL) CEO gains 120,000 shares, withholds 53,640 for taxes

Rhea-AI Filing Summary

Duolingo President & CEO Luis von Ahn exercised performance-based restricted stock units into 120,000 shares of Class B common stock on February 17, 2026. To cover tax obligations, 53,640 Class B shares were disposed of through a tax-withholding transaction at $112.57 per share. Following these transactions, he directly holds 3,352,995 Class B common shares and 540,000 performance-based restricted stock units that vest upon meeting both service and stock price conditions over time.

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^*

von Ahn Luis

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO, Co-Founder

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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

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
Performance-Based Restricted Stock Units	(1)(2)	02/17/2026		M			120,000	(1)(2)	06/21/2031	Class B Common Stock	120,000	$0	540,000	D
Class B Common Stock	(3)	02/17/2026		M		120,000		(3)	(3)	Class A Common Stock	120,000	$0	3,406,635	D
Class B Common Stock	(3)	02/17/2026		F			53,640	(3)	(3)	Class A Common Stock	53,640	$112.57	3,352,995	D

Explanation of Responses:

1. The performance-based condition will be satisfied upon the Issuer's Class A common stock achieving certain stock price hurdles over a period of ten years. Vested PSUs will be settled by the issuance of the underlying Class B Common Stock on the first anniversary of vesting, subject to acceleration upon a termination of employment or a change in control of the Issuer.

2. Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon vesting. The PSUs vest upon the satisfaction of both a service-based condition and a performance-based condition. The service-based condition is satisfied as to 25% of the PSUs on each anniversary of the completion of the Issuer's initial public offering of Class A common stock based on the Reporting Person's continuous service as CEO to the Issuer through the applicable vesting dates, subject to acceleration upon a cessation of service as CEO as a result of death or permanent disability.

3. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers further described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, and (iii) the death of the Reporting Person.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Luis von Ahn	02/19/2026
	** 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).
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FAQ

What insider transactions did Duolingo (DUOL) CEO Luis von Ahn report?

Luis von Ahn exercised 120,000 performance-based restricted stock units into Class B common shares and disposed of 53,640 Class B shares to satisfy tax obligations. Both transactions occurred on February 17, 2026, and were reported as derivative transactions on Form 4.

How many Duolingo (DUOL) shares does Luis von Ahn own after this Form 4?

After these transactions, Luis von Ahn directly owns 3,352,995 shares of Duolingo Class B common stock. He also holds 540,000 performance-based restricted stock units that may convert into additional Class B shares as vesting and performance conditions are satisfied.

Were Luis von Ahn’s Duolingo (DUOL) transactions open-market buys or sales?

The reported transactions were not open-market trades. They reflect the exercise of 120,000 performance-based restricted stock units into Class B shares and a disposition of 53,640 shares solely to cover tax liabilities through share withholding at a set price of $112.57.

What are Duolingo (DUOL) performance-based restricted stock units held by the CEO?

Each performance-based restricted stock unit represents a contingent right to receive one Class B share. Vesting requires both multi-year service as CEO and Duolingo’s Class A stock reaching specified price hurdles over up to ten years, with certain acceleration provisions for death, disability, or change in control.

Can Duolingo (DUOL) Class B shares held by the CEO convert into Class A shares?

Yes. Each Class B share is convertible at any time into one Class A share at Luis von Ahn’s option. Class B shares will also automatically convert in certain transfers, when Class B falls below 5% of total common shares outstanding, or upon his death.

Why were 53,640 Duolingo (DUOL) shares disposed of in this Form 4?

The 53,640 Class B shares were disposed of to pay exercise-price or tax liabilities related to the equity award. This tax-withholding disposition, coded “F,” uses shares instead of cash and is distinct from a discretionary open-market sale by the insider.