Duolingo (NASDAQ: DUOL) director gets 130 RSUs in lieu of cash

Rhea-AI Filing Summary

Bohutinsky Amy reported acquisition or exercise transactions in this Form 4 filing.

Duolingo director Amy Bohutinsky received an equity compensation award of 130 fully vested restricted stock units (RSUs), each representing one share of Class A Common Stock, in lieu of cash retainers under the company’s Non-Employee Director Compensation Program. The award is valued at $124.76 per share and brings her direct holdings to 7,658 shares of Class A Common Stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bohutinsky Amy

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	130	$124.76	$16K

Holdings After Transaction: Class A Common Stock — 7,658 shares (Direct)

Footnotes (1)

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Key Figures

RSU award size: 130.0000 shares RSU grant price per share: 124.7600 per share Shares held after award: 7658.0000 shares

3 metrics

RSU award size 130.0000 shares Fully vested restricted stock units granted to director in lieu of cash retainers

RSU grant price per share 124.7600 per share Transaction price per share for the 130-share RSU award on 2026-07-10

Shares held after award 7658.0000 shares Total Duolingo Class A Common Stock held directly by Amy Bohutinsky following the RSU grant

Key Terms

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

4 terms

restricted stock units financial

"Represents an award of fully vested restricted stock units in lieu of cash"

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.

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.

Non-Employee Director Compensation Program financial

"under the Issuer's Amended and Restated Non-Employee Director Compensation Program"

cash retainers financial

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

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Form 4 Insider Transactions: What Each Field Means →

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

FAQ

What insider transaction did Duolingo (DUOL) director Amy Bohutinsky report?

Director Amy Bohutinsky reported receiving an equity award of 130 fully vested restricted stock units (RSUs) of Duolingo Class A Common Stock, granted in lieu of cash retainers under the company’s Non-Employee Director Compensation Program.

How many Duolingo (DUOL) shares does Amy Bohutinsky hold after this Form 4 transaction?

After the RSU award, Amy Bohutinsky holds 7,658 shares of Duolingo Class A Common Stock directly. This figure reflects her direct ownership immediately following the 130-share RSU grant reported in the Form 4.

At what value per share was Amy Bohutinsky’s Duolingo (DUOL) RSU award recorded?

The RSU award was recorded at a value of 124.7600 per share. This represents the transaction price per share used for the 130 RSUs of Duolingo Class A Common Stock granted to her.

Was Amy Bohutinsky’s Duolingo (DUOL) Form 4 transaction a market purchase or sale?

The transaction was a grant/award acquisition, not an open-market purchase or sale. It reflects fully vested RSUs received as director compensation, in lieu of cash retainers, under Duolingo’s Non-Employee Director Compensation Program.

What compensation program governs Amy Bohutinsky’s Duolingo (DUOL) RSU award?

The award was made under Duolingo’s Amended and Restated Non-Employee Director Compensation Program. Bohutinsky elected to receive fully vested RSUs in lieu of cash retainers, with each RSU representing one share of Class A Common Stock.

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^*

Bohutinsky Amy

(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		130(1)	A	$124.76	7,658	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 Amy Bohutinsky	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)