Duolingo (DUOL) director Sallie Krawcheck receives multi-year RSU grants

Rhea-AI Filing Summary

KRAWCHECK SALLIE reported acquisition or exercise transactions in this Form 4 filing.

Duolingo, Inc. director Sallie Krawcheck reported two equity awards of Class A Common Stock in the form of restricted stock units (RSUs). One grant of 1,312 RSUs vests 100% on the earlier of the first anniversary of the August 10, 2026 grant date or the next annual stockholder meeting, subject to continued service. A separate grant of 3,280 RSUs vests over three years: one-half on August 10, 2027 and one-fourth on each of August 10, 2028 and August 10, 2029, also conditioned on continued service.

Insider Trade Summary

Net Buyer: 4,592 shares

Net Buy 2 txns

Insider KRAWCHECK SALLIE

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	1,312	$0.00	$0.00
Grant/Award	Class A Common Stock F2	3,280	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 4,592 shares (Direct)

Footnotes (2)

1. F1. Represents 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.
2. F2. One-half of the RSUs vest on August 10, 2027, and one-fourth vest on each of August 10, 2028 and August 10, 2029.

Key Figures

RSU grant 1: 1,312 RSUs RSU grant 2: 3,280 RSUs Per-share grant price: $0.00 per share

3 metrics

RSU grant 1 1,312 RSUs Time-based RSUs vesting on first anniversary of August 10, 2026 grant or next annual meeting

RSU grant 2 3,280 RSUs Multi-year RSUs vesting 50% on August 10, 2027 and 25% on August 10, 2028 and 2029

Per-share grant price $0.00 per share Reported transaction price for both RSU awards of Class A Common Stock

Key Terms

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

3 terms

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs") for which the Reporting Person is entitled"

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

"One-half of the RSUs vest on August 10, 2027, and one-fourth vest on each"

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.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/12/2026 - 06:02 PM Accepted by SEC EDGAR 08/12/2026 - 06:02 PM Learn about SEC filing dates

FAQ

What equity awards did Duolingo (DUOL) director Sallie Krawcheck receive?

Sallie Krawcheck received two RSU awards for 1,312 and 3,280 shares of Duolingo Class A Common Stock. Each RSU converts into one share upon vesting, subject to her continued service on the board.

How do the 1,312 Duolingo (DUOL) RSUs granted to Sallie Krawcheck vest?

The 1,312 RSUs vest 100% on the earlier of the first anniversary of the August 10, 2026 grant date or the next annual stockholder meeting. Vesting is conditioned on Sallie Krawcheck’s continued service to Duolingo.

What is the vesting schedule for the 3,280 Duolingo (DUOL) RSUs?

The 3,280 RSUs vest over three years: one-half on August 10, 2027 and one-fourth on each of August 10, 2028 and August 10, 2029. All vesting requires Sallie Krawcheck’s continued service to the company.

Are Sallie Krawcheck’s Duolingo (DUOL) RSU awards granted at a cash cost?

The RSU grants are reported with a per-share price of $0.00, indicating they are equity compensation awards rather than market purchases. Each RSU converts into one share upon satisfying the vesting conditions.

Does this Duolingo (DUOL) Form 4 show any stock sales by Sallie Krawcheck?

No stock sales are reported. The Form 4 lists only two RSU acquisitions of Duolingo Class A Common Stock for board compensation, with specified future vesting schedules and no disposal transactions.

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^*

KRAWCHECK SALLIE

(Last) (First) (Middle)

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)
08/10/2026

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	08/10/2026		A		1,312(1)	A	$0	1,312	D
Class A Common Stock	08/10/2026		A		3,280(2)	A	$0	4,592	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 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.

2. One-half of the RSUs vest on August 10, 2027, and one-fourth vest on each of August 10, 2028 and August 10, 2029.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Sallie Krawcheck	08/12/2026
	** 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)