Duolingo (DUOL) CFO granted 133,753 RSUs vesting from 2027

Rhea-AI Filing Summary

Munson Gillian reported acquisition or exercise transactions in this Form 4 filing.

Duolingo, Inc. reported that Chief Financial Officer Gillian Munson received a grant of 133,753 restricted stock units (RSUs) of Class A Common Stock. Each RSU represents the right to receive one share upon vesting. Following this award, she directly holds 137,662 Class A shares.

The RSUs vest over four years, with 25% vesting on February 15, 2027 and the remaining units vesting in equal quarterly installments after that date, subject to her continued service. This is a compensation-related equity award, not an open-market stock purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Munson Gillian

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	133,753	$0.00	--

Holdings After Transaction: Class A Common Stock — 137,662 shares (Direct)

Footnotes (1)

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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^*

Munson Gillian

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

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	03/25/2026		A		133,753(1)	A	$0	137,662	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. Constitutes restricted stock units ("RSUs") which represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon vesting. The RSUs vest over four years, with 25% of the award vesting on February 15, 2027, and the remainder of the award vesting in equal quarterly installments thereafter, subject to the Reporting Person's continued service through each vesting date.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Gillian Munson	03/27/2026
	** 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 CFO Gillian Munson?

Duolingo reported that CFO Gillian Munson received a grant of 133,753 restricted stock units of Class A Common Stock. These RSUs are equity compensation and will convert into shares only as they vest over time, subject to continued service.

How many Duolingo (DUOL) RSUs were granted and what are the CFO’s holdings now?

Gillian Munson was granted 133,753 restricted stock units of Duolingo Class A Common Stock. After this award, she directly holds 137,662 Class A shares, reflecting her updated equity position as reported in the Form 4 insider transaction filing.

What is the vesting schedule for the Duolingo (DUOL) CFO’s new RSU grant?

The RSU grant vests over four years, with 25% of the award vesting on February 15, 2027. The remaining RSUs vest in equal quarterly installments thereafter, and each vesting tranche requires the CFO’s continued service through the applicable vesting date.

Are the Duolingo (DUOL) CFO’s RSUs an open-market stock purchase?

No, the RSUs are a compensation grant, not an open-market purchase. They represent a contingent right to receive Class A shares upon vesting, with no purchase price paid per share, and are subject to the CFO’s continued employment or service.

What does a restricted stock unit (RSU) grant mean for Duolingo (DUOL) insiders?

A restricted stock unit grant gives an insider the right to receive company shares in the future as vesting conditions are met. For Duolingo’s CFO, each RSU converts into one Class A share when vested, aligning compensation with long-term company performance.

When do the newly granted Duolingo (DUOL) RSUs start vesting for the CFO?

The first vesting date for the CFO’s RSU grant is February 15, 2027, when 25% of the award vests. After that initial cliff, the remaining RSUs vest in equal quarterly installments, assuming she continues providing service through each vesting date.