Duolingo, Inc. (DUOL) director takes equity grant of 120 RSUs

Rhea-AI Filing Summary

Shelton James H reported acquisition or exercise transactions in this Form 4 filing.

Duolingo director James H. Shelton received a fully vested grant of 120 restricted stock units tied to Class A Common Stock on July 10, 2026, in lieu of cash retainers under the Non-Employee Director Compensation Program. Each RSU represents one share, bringing his direct holdings to 11,753 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Shelton James H

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	120	$124.76	$15K

Holdings After Transaction: Class A Common Stock — 11,753 shares (Direct)

Footnotes (1)

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Key Figures

RSUs granted: 120 shares Reported price per share: $124.76 Shares held after transaction: 11,753 shares

3 metrics

RSUs granted 120 shares Fully vested RSU award to director James H. Shelton

Reported price per share $124.76 Transaction price per share for the RSU grant

Shares held after transaction 11,753 shares Total direct Duolingo Class A Common Stock holdings after the award

Key Terms

restricted stock units, cash retainers, Non-Employee Director Compensation Program, Class A Common Stock

4 terms

restricted stock units financial

"Represents an award of fully vested restricted stock units ("RSUs") in lieu"

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

"RSUs in lieu of cash retainers pursuant to reporting person's election"

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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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/14/2026 - 06:41 PM Accepted by SEC EDGAR 07/14/2026 - 06:40 PM Learn about SEC filing dates

FAQ

What did Duolingo (DUOL) director James H. Shelton report in this Form 4?

James H. Shelton reported receiving a grant of 120 fully vested RSUs linked to Duolingo Class A Common Stock. The award was taken instead of cash director retainers, under Duolingo’s non-employee director compensation program, and increased his direct holdings to 11,753 shares.

How many Duolingo (DUOL) shares does James H. Shelton hold after this RSU grant?

Following the reported grant, James H. Shelton directly holds 11,753 shares of Duolingo Class A Common Stock. This total reflects his position after receiving 120 restricted stock units awarded under the company’s Amended and Restated Non-Employee Director Compensation Program.

Was James H. Shelton’s Duolingo (DUOL) transaction an open-market purchase?

No. The filing shows a compensation-related award of 120 RSUs, not an open-market share purchase. The award represents stock-based payment for board service, taken in lieu of cash retainers, under Duolingo’s non-employee director compensation plan for directors.

At what price per share was James H. Shelton’s Duolingo RSU award reported?

The Form 4 reports a transaction price of $124.76 per share for the 120 RSUs granted to James H. Shelton. This figure reflects the reported value per underlying share of Duolingo Class A Common Stock associated with the award on the grant date.

When will James H. Shelton’s Duolingo (DUOL) RSUs be settled into shares?

Each RSU will be settled into one share of Class A Common Stock on a future date. Settlement occurs on a date selected by James H. Shelton under the plan or as otherwise provided in Duolingo’s Non-Employee Director Compensation Program.

What is the nature of the Duolingo (DUOL) RSUs granted to James H. Shelton?

The award consists of fully vested restricted stock units granted in lieu of cash board retainers. Each RSU represents the right to receive one share of Duolingo Class A Common Stock, with delivery deferred according to the terms of the director compensation plan.

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^*

Shelton James H

(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)
07/10/2026

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	07/10/2026		A		120(1)	A	$124.76	11,753	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 James H. Shelton	07/14/2026
	** 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)