What does the zero price per share mean for the Duolingo (DUOL) RSU grant?

The reported price of $0.00 per share indicates stock-based compensation, not a cash purchase. Schlosser pays no exercise price for these RSUs; instead, they convert into shares automatically once the vesting conditions are satisfied.

Duolingo (DUOL) director Mario Schlosser receives 2,001-share RSU grant

Q: When do Mario Schlosser’s Duolingo (DUOL) RSUs vest?

The 2,001 RSUs vest 100% on the earlier of two dates. They vest on the first anniversary of the grant date or the date of Duolingo’s next annual stockholder meeting, provided Schlosser continues serving the company through that time.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Duolingo director Mario Schlosser received an equity award of 2,001 Class A shares in the form of restricted stock units (RSUs). The RSUs carry no cash exercise price and convert into one share of Class A Common Stock per unit when they vest.

According to the vesting terms, 100% of the RSUs vest on the earlier of the first anniversary of the grant date or the next annual stockholder meeting, as long as Schlosser continues serving the company. After this grant, he directly holds 4,122 Class A shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Schlosser Mario

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	2,001	$0.00	--

Holdings After Transaction: Class A Common Stock — 4,122 shares (Direct, null)

Footnotes (1)

[object Object]

Key Figures

RSU grant size: 2,001 shares Price per share: $0.00 per share Post-grant holdings: 4,122 shares +2 more

5 metrics

RSU grant size 2,001 shares Class A Common Stock RSU award to director

Price per share $0.00 per share RSU grant has no cash exercise price

Post-grant holdings 4,122 shares Director’s direct Class A holdings after award

Vesting schedule 100% cliff vest Earlier of 1-year anniversary or next annual meeting

Transaction code A Grant, award, or other acquisition classification

Key Terms

restricted stock units ("RSUs"), Class A Common Stock, vesting, annual meeting of the Issuer's stockholders, +1 more

5 terms

restricted stock units ("RSUs") financial

"Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Class A Common Stock financial

"share of the Issuer's Class A Common Stock for each RSU upon vesting."

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.

vesting financial

"100% of the RSUs vest on the earlier of (i) the first anniversary of the grant date..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

annual meeting of the Issuer's stockholders financial

"or (ii) the date of the next annual meeting of the Issuer's stockholders following the grant date..."

continued service financial

"subject to the Reporting Person's continued service to the Issuer."

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Form 4 Insider Transactions: What Each Field Means →

06/05/2026 - 04:24 PM

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^*

Schlosser Mario

(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)
06/03/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/03/2026		A		2,001⁽¹⁾	A	$0	4,122	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Mario Schlosser	06/05/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Duolingo (DUOL) director Mario Schlosser receive in this Form 4 filing?

Mario Schlosser received 2,001 restricted stock units (RSUs) of Duolingo Class A Common Stock. Each RSU will convert into one share upon vesting, representing a stock-based compensation award rather than a cash purchase in the market.

How many Duolingo (DUOL) shares does Mario Schlosser hold after this RSU grant?

After the RSU grant, Mario Schlosser holds 4,122 Duolingo Class A shares directly. This figure reflects his direct ownership position reported in the filing following the 2,001-share equity award granted as restricted stock units.

When do Mario Schlosser’s Duolingo (DUOL) RSUs vest?

The 2,001 RSUs vest 100% on the earlier of two dates. They vest on the first anniversary of the grant date or the date of Duolingo’s next annual stockholder meeting, provided Schlosser continues serving the company through that time.

Is Mario Schlosser buying or selling Duolingo (DUOL) stock in this transaction?

This transaction is an acquisition through a grant, not a market buy or sale. The Form 4 shows a compensation-related award of 2,001 RSUs with no purchase price, rather than open-market trading of Duolingo shares.