Duolingo (NASDAQ: DUOL) CEO gifts 50,000 shares and converts Class B to Class A

Rhea-AI Filing Summary

Duolingo, Inc. President & CEO and Co‑Founder Luis von Ahn reported a non-market reshuffling of his holdings. On May 11, 2026, he made a bona fide gift of 50,000 shares of Class A Common Stock and, separately, converted 50,000 shares of Class B Common Stock into Class A. Following these transactions, he directly holds 50,000 Class A shares and 3,302,995 Class B shares, indicating he retains a substantial equity position with no open‑market sales disclosed.

Insider Trade Summary

50,000 shares exercised/converted

Mixed 3 txns

Insider von Ahn Luis

Role President & CEO, Co-Founder

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	50,000	$0.00	--
Conversion	Class A Common Stock	50,000	$0.00	--
Gift	Class A Common Stock	50,000	$0.00	--

Holdings After Transaction: Class B Common Stock — 3,302,995 shares (Direct, null); Class A Common Stock — 50,000 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Gifted shares: 50,000 shares Class A Converted shares: 50,000 shares Class B Class A holdings after: 50,000 shares +2 more

5 metrics

Gifted shares 50,000 shares Class A Bona fide gift on May 11, 2026

Converted shares 50,000 shares Class B Conversion into Class A Common Stock

Class A holdings after 50,000 shares Direct Class A Common Stock after transactions

Class B holdings after 3,302,995 shares Direct Class B Common Stock after conversion

Exercise/Conversion shares 50,000 shares Exercise/derivative conversion count from transactionSummary

Key Terms

bona fide gift, Class B Common Stock, conversion of derivative security, aggregate number of shares of Class B Common Stock outstanding

4 terms

bona fide gift financial

"transaction_code_description: "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Class B Common Stock financial

"Each share of Class B Common Stock is convertible at any time..."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

conversion of derivative security financial

"transaction_code_description: "Conversion of derivative security""

aggregate number of shares of Class B Common Stock outstanding financial

"such time as the aggregate number of shares of Class B Common Stock outstanding ceases..."

Form 4 Insider Transactions: What Each Field Means →

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^*

von Ahn Luis

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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	05/11/2026		C		50,000	A	$0	50,000	D
Class A Common Stock	05/11/2026		G		50,000	D	$0	0	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
Class B Common Stock	(1)	05/11/2026		C			50,000	(1)	(1)	Class A Common Stock	50,000	$0	3,302,995	D

Explanation of Responses:

1. 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	05/13/2026
	** 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)

FAQ

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

Luis von Ahn reported a bona fide gift of 50,000 Duolingo Class A shares and a conversion of 50,000 Class B shares into Class A on May 11, 2026, with no open‑market sales disclosed.

Did the Duolingo (DUOL) CEO sell any shares in this Form 4 filing?

No, the Form 4 reports no open‑market sales. It shows a bona fide gift of 50,000 Class A shares and an internal conversion of 50,000 Class B shares into Class A, both at a reported price of $0.00 per share.

How many Duolingo (DUOL) shares did the CEO gift according to this Form 4?

Luis von Ahn made a bona fide gift of 50,000 shares of Duolingo Class A Common Stock. This disposition is coded as a “G” transaction and reflects a non-market transfer of shares rather than a sale on a public exchange.

What is the size of Luis von Ahn’s remaining Duolingo (DUOL) holdings after these transactions?

After the reported transactions, Luis von Ahn directly holds 50,000 shares of Class A Common Stock and 3,302,995 shares of Class B Common Stock, showing he retains a large ownership stake following the gift and conversion.

What does the Duolingo (DUOL) Form 4 say about Class B to Class A conversion rights?

The filing notes each Class B share is convertible at any time into one Class A share, with no expiration date, and will convert automatically in specific cases such as most transfers, low remaining Class B percentage, or upon the reporting person’s death.

Were the Duolingo (DUOL) CEO’s transactions classified as derivative conversions?

Yes, the Form 4 classifies two transactions as conversion of derivative security, each involving 50,000 shares. One reflects Class B Common Stock as a derivative security that converts one-for-one into Class A Common Stock under the issuer’s capital structure.