Duolingo (NASDAQ: DUOL) CBO exercises 30,000 stock options

Rhea-AI Filing Summary

Duolingo, Inc. Chief Business Officer Robert Meese exercised stock options to acquire 30,000 shares of Class A Common Stock. On March 13, 2026, he exercised options for 4,375 shares at $8.15, 5,625 shares at $14.42, and 20,000 shares at $22.91 per share.

These exercises converted derivative awards into regular shares without any reported open-market sales. Following the transactions, Meese holds 152,636 Class A shares directly, along with additional indirect holdings in qualified minor’s trusts for Eliot and Isaac Meese.

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

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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^*

Meese Robert

(Last) (First) (Middle)

C/O DUOLINGO, INC.

5900 PENN AVENUE

(Street)

PITTSBURGH PA 15206

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/13/2026		M		4,375	A	$8.15	127,011	D
Class A Common Stock	03/13/2026		M		5,625	A	$14.42	132,636	D
Class A Common Stock	03/13/2026		M		20,000	A	$22.91	152,636	D
Class A Common Stock								1,800	I	See footnote(1)
Class A Common Stock								1,800	I	See footnote(2)

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
Stock Option (Right to Buy)	$8.15	03/13/2026		M			4,375	(3)	09/25/2029	Class A Common Stock	4,375	$0	0	D
Stock Option (Right to Buy)	$14.42	03/13/2026		M			5,625	(3)	03/10/2030	Class A Common Stock	5,625	$0	0	D
Stock Option (Right to Buy)	$22.91	03/13/2026		M			20,000	(3)	09/23/2030	Class A Common Stock	20,000	$0	0	D

Explanation of Responses:

1. Shares held by Eliot Meese Qualified Minor's Trust.

2. Shares held by Isaac Meese Qualified Minor's Trust.

3. The shares subject to the option are fully vested and exercisable.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Robert Meese	03/16/2026
	** 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).
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FAQ

What insider transaction did Duolingo (DUOL) report for Robert Meese?

Duolingo reported that Chief Business Officer Robert Meese exercised stock options to acquire 30,000 shares of Class A Common Stock. These were compensation-related option exercises, not open-market purchases, and reflect conversion of existing derivative awards into regular shares.

At what prices did Robert Meese exercise Duolingo (DUOL) stock options?

Robert Meese exercised options for 4,375 Duolingo shares at $8.15, 5,625 shares at $14.42, and 20,000 shares at $22.91. These strike prices were set when the options were granted and represent the cost to convert options into Class A Common Stock.

Did Duolingo (DUOL) executive Robert Meese sell any shares in this Form 4?

The Form 4 shows option exercises by Robert Meese but no reported open-market sales. All coded transactions are derivative exercises that increased his Class A Common Stock holdings, making this an exercise-and-hold pattern rather than an exercise-and-sell sequence.

How many Duolingo (DUOL) shares does Robert Meese own after the transaction?

After the reported March 13, 2026 transactions, Robert Meese directly holds 152,636 shares of Duolingo Class A Common Stock. The filing also lists additional indirect holdings in qualified minor’s trusts for Eliot and Isaac Meese, which are reported separately from his direct position.

What do the qualified minor’s trusts mean in the Duolingo (DUOL) Form 4 filing?

The Form 4 notes that some Duolingo shares are held by the Eliot Meese Qualified Minor's Trust and Isaac Meese Qualified Minor's Trust. These entries indicate indirect ownership, where shares are held in trusts for minors rather than directly in Robert Meese’s personal account.

Are the Duolingo (DUOL) options exercised by Robert Meese fully vested?

Yes. A footnote in the filing states that the shares subject to the options are fully vested and exercisable. This means all 30,000 options were already earned under prior compensation terms before Robert Meese chose to convert them into Class A Common Stock.