Duolingo director granted 2,001 RSUs

Duolingo, Inc. director Bonnie Ross received an equity grant of 2,001 Class A shares in the form of restricted stock units (RSUs).

Rhea-AI Filing Summary

Duolingo, Inc. director Bonnie Ross received an equity grant of 2,001 Class A shares in the form of restricted stock units (RSUs). The award was granted at no cash cost to her and increases her direct holdings to 3,345 Class A shares.

Each RSU converts into one share of Class A Common Stock when it vests. According to the grant terms, 100% of the RSUs vest on the earlier of the first anniversary of the grant date or the next annual meeting of Duolingo’s stockholders, as long as Ross continues serving the company.

Insider Trade Summary

Grant/Award: 2,001 shares

Grant/Award 1 txn

Insider Ross Bonnie

Role Director

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

Holdings After Transaction: Class A Common Stock — 3,345 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSU grant size: 2,001 shares Grant price per share: $0.00 per share Shares held after grant: 3,345 shares +1 more

4 metrics

RSU grant size 2,001 shares Restricted stock units granted to Bonnie Ross

Grant price per share $0.00 per share Equity award cost to Bonnie Ross

Shares held after grant 3,345 shares Bonnie Ross direct Class A holdings following transaction

Vesting trigger 100% cliff vest Earlier of first anniversary of grant or next annual meeting

Key Terms

restricted stock units ("RSUs"), Class A Common Stock, vesting

3 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

"one (1) 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Duolingo (DUOL) director Bonnie Ross report?

Bonnie Ross reported receiving 2,001 restricted stock units (RSUs) of Duolingo Class A Common Stock. These RSUs were granted as an equity award at no cash cost and will convert into shares when they vest, increasing her potential ownership stake.

How many Duolingo (DUOL) shares does Bonnie Ross hold after this grant?

After the equity grant, Bonnie Ross directly holds 3,345 Duolingo Class A shares. This figure includes the impact of the 2,001-share RSU award reported, reflecting her updated direct ownership position as disclosed in the Form 4.

What are RSUs in the context of Duolingo (DUOL) director compensation?

RSUs, or restricted stock units, are share-based awards that convert into stock upon vesting. For Bonnie Ross, each RSU entitles her to one Duolingo Class A share when the vesting conditions are met, aligning director compensation with shareholder interests.

When do Bonnie Ross’s Duolingo (DUOL) RSUs vest?

Bonnie Ross’s RSUs vest 100% on the earlier of two dates. Vesting occurs on the first anniversary of the grant date or on the date of the next annual meeting of Duolingo stockholders, provided she continues to serve the company through that time.

Did Bonnie Ross buy Duolingo (DUOL) shares on the open market?

No, the Form 4 shows a grant of 2,001 RSUs at a per-share price of $0.00. This indicates a compensation-related equity award rather than an open-market purchase, so no cash purchase or sale was reported in this transaction.

What conditions affect vesting of Bonnie Ross’s Duolingo (DUOL) RSUs?

The RSUs vest only if Bonnie Ross continues serving Duolingo until the vesting date. They fully vest on the earlier of the grant’s first anniversary or the next annual stockholder meeting, making continued service a key condition for receiving the underlying shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/05/2026 - 04:24 PM Learn about SEC filing dates

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^*

Ross Bonnie

(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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/03/2026		A		2,001(1)	A	$0	3,345	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 Bonnie Ross	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)