Director at Duolingo (NASDAQ: DUOL) awarded 2,001 RSUs

Rhea-AI Filing Summary

Duolingo director William B. Gordon received an equity grant of 2,001 restricted stock units (RSUs) for Class A Common Stock. The award was granted at no cash cost and increases his direct holdings to 78,415 shares following the transaction.

The RSUs vest 100% on the earlier of the first anniversary of the grant date or the date of Duolingo’s next annual meeting of stockholders, as long as he continues to serve the company. Upon vesting, each RSU converts into one share of Duolingo Class A Common Stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GORDON WILLIAM B

Role null

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

Holdings After Transaction: Class A Common Stock — 78,415 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 2,001 RSUs Post-transaction holdings: 78,415 shares Grant price per share: $0.00 per share

3 metrics

RSU grant size 2,001 RSUs Award of Class A Common Stock RSUs to director

Post-transaction holdings 78,415 shares Direct Class A Common Stock owned after grant

Grant price per share $0.00 per share RSU grant classified as compensation, not purchase

Key Terms

restricted stock units ("RSUs"), Class A Common Stock, annual meeting of the Issuer's stockholders

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.

annual meeting of the Issuer's stockholders financial

"the date of the next annual meeting of the Issuer's stockholders following the grant date"

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Form 4 Insider Transactions: What Each Field Means →

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^*

GORDON WILLIAM B

(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	78,415	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 William B. Gordon	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)

FAQ

What insider transaction did Duolingo (DUOL) report for William B. Gordon?

Duolingo reported that director William B. Gordon received a grant of 2,001 restricted stock units. Each RSU represents a right to receive one share of Class A Common Stock, subject to vesting conditions tied to time and Duolingo’s next annual stockholder meeting.

How many Duolingo (DUOL) shares were granted to director William B. Gordon?

William B. Gordon was granted 2,001 restricted stock units in Duolingo Class A Common Stock. Each unit will convert into one share upon vesting, effectively adding up to 2,001 shares to his direct holdings if all vesting conditions are satisfied and the award fully settles in stock.

When do William B. Gordon’s new Duolingo (DUOL) RSUs vest?

The 2,001 Duolingo RSUs granted to William B. Gordon vest 100% on the earlier of the first anniversary of the grant date or the date of Duolingo’s next annual meeting of stockholders, provided he continues to serve the company through that vesting date without interruption.

What is William B. Gordon’s Duolingo (DUOL) shareholding after this RSU grant?

After the RSU grant, William B. Gordon is reported as directly owning 78,415 shares of Duolingo Class A Common Stock. This figure reflects his holdings following the award and provides context for the scale of the 2,001-unit grant relative to his existing position.

Is William B. Gordon’s Duolingo (DUOL) transaction a market purchase or a compensation grant?

The filing classifies William B. Gordon’s transaction as a grant or award acquisition, not an open-market purchase. He received 2,001 restricted stock units at a stated price of $0.00 per share, consistent with equity-based compensation rather than buying shares on the open market.