[Form 4] Duolingo, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Director Gillian Munson of Duolingo received a new equity grant on June 11, 2025, consisting of 379 restricted stock units (RSUs) of Class A Common Stock. Following this transaction, Munson now beneficially owns 3,909 shares directly.

Key terms of the RSU grant:

• Each RSU converts to one share of Class A Common Stock upon vesting
• Vesting occurs at the earlier of: (1) first anniversary of grant date or (2) next annual stockholder meeting
• Vesting is contingent on continued service with Duolingo
• The RSUs were granted at $0 cost to the director

This Form 4 filing was submitted by Stephen Chen as Attorney-in-Fact for Munson on June 18, 2025, within the required reporting timeline for insider 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^*

Munson Gillian

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2025

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	06/11/2025		A		379(1)	A	$0	3,909	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 Gillian Munson	06/18/2025
	** 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.

FAQ

How many DUOL RSUs did Gillian Munson receive on June 11, 2025?

According to the Form 4 filing, Gillian Munson received 379 restricted stock units (RSUs) of Duolingo's Class A Common Stock on June 11, 2025.

What is the vesting schedule for Gillian Munson's DUOL RSUs granted in June 2025?

The RSUs vest 100% on either (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of Duolingo's stockholders following the grant date, whichever comes first. Vesting is subject to Munson's continued service to the company.

How many shares of DUOL stock does Gillian Munson own after the June 2025 RSU grant?

Following the RSU grant, Gillian Munson directly owns 3,909 shares of Duolingo (DUOL) Class A Common Stock.

What is Gillian Munson's role at DUOL according to the June 2025 Form 4?

According to the Form 4 filing, Gillian Munson serves as a Director on Duolingo's Board of Directors.

What was the purchase price of DUOL RSUs granted to Gillian Munson in June 2025?

The RSUs were granted to Gillian Munson at a price of $0, as indicated in the Form 4 filing under the 'Price' column of Table I.