Duolingo director granted 2,001 RSUs

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

Rhea-AI Filing Summary

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

Duolingo director Amy Bohutinsky received an equity award in the form of restricted stock units. She was granted 2,001 RSUs representing shares of Duolingo Class A common stock, bringing her direct holdings to 7,528 shares after the award. The RSUs vest 100% on the earlier of the first anniversary of the grant date or the next annual stockholder meeting, as long as she continues serving the company.

Insights

Equity Compensation Analyst

Routine director equity grant with time-based vesting.

Director Amy Bohutinsky received 2,001 restricted stock units, a common form of non-cash compensation that aligns board members with shareholders by tying pay to the company’s stock value.

The RSUs vest entirely on the earlier of the first anniversary of the grant date or the next annual stockholder meeting, contingent on continued service. With 7,528 shares held after this grant and no sales reported, this filing reflects standard governance practice rather than a trading signal.

Insider Trade Summary

Grant/Award: 2,001 shares

Grant/Award 1 txn

Insider Bohutinsky Amy

Role Director

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

Holdings After Transaction: Class A Common Stock — 7,528 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSU grant size: 2,001 RSUs Shares held after grant: 7,528 shares Grant price per share: $0.0000 per share +1 more

4 metrics

RSU grant size 2,001 RSUs Grant of restricted stock units to director

Shares held after grant 7,528 shares Total Duolingo Class A shares after transaction

Grant price per share $0.0000 per share RSUs granted as compensation, no cash paid by director

Vesting condition 100% cliff vesting Earlier of one-year anniversary or next annual meeting

Key Terms

restricted stock units ("RSUs"), vesting, 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.

vesting financial

"for each RSU upon vesting. 100% of the RSUs vest on the earlier of"

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.

annual meeting of the Issuer's stockholders financial

"or (ii) the date of the next annual meeting of the Issuer's stockholders following the grant date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Duolingo (DUOL) director Amy Bohutinsky receive in this Form 4 filing?

Amy Bohutinsky received 2,001 restricted stock units representing Duolingo Class A common shares. These RSUs are a form of equity compensation that convert into shares upon vesting, increasing her direct holdings to 7,528 shares after the grant.

How many Duolingo (DUOL) shares does Amy Bohutinsky hold after this RSU grant?

After the grant, Amy Bohutinsky directly holds 7,528 Duolingo Class A common shares. This total includes the 2,001 shares underlying the newly awarded restricted stock units, which will convert into shares when they vest under the specified conditions.

When do Amy Bohutinsky’s Duolingo (DUOL) RSUs from this grant vest?

The 2,001 restricted stock units vest 100% on the earlier of the first anniversary of the grant date or the next annual meeting of Duolingo’s stockholders. Vesting is conditioned on her continued service to the company through that date.

Is Amy Bohutinsky buying or selling Duolingo (DUOL) stock in this Form 4?

This Form 4 reports an acquisition through a grant, not an open-market buy or sale. Amy Bohutinsky received 2,001 restricted stock units as compensation, with no reported stock sales or purchases in the market in this filing.

What type of security is reported in Amy Bohutinsky’s Duolingo (DUOL) Form 4?

The filing reports Duolingo Class A Common Stock delivered via restricted stock units. Each RSU entitles Amy Bohutinsky to receive one share of Class A common stock when the unit vests, assuming she continues serving as a director.

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

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Accepted by SEC EDGAR 06/05/2026 - 04:25 PM Learn about SEC filing dates

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)
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	7,528	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 Amy Bohutinsky	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)