=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-05-15
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Duolingo, Inc. (DUOL)
CIK: 0001562088
--- Reporting Owner ---
Name: Glance Natalie
CIK: 0001870350
Role: Officer (Chief Engineering Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-05-15 | Code: A (Grant or award)
Shares: +39,058 | Price: $112.06
Total Value: $4,376,839.48
Shares Owned After: 178,690 | Ownership: D (Direct)
Footnotes:
[F1] Constitute Restricted Stock Units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs shall vest on each quarterly anniversary of May 15, 2026.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-05-15 | Code: S (Open market sale)
Shares: -1,929 | Price: $112.16
Total Value: $216,356.64
Shares Owned After: 176,761 | Ownership: D (Direct)
Footnotes:
[F2] Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of RSUs and delivery of shares.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-05-18 | Code: S (Open market sale)
Shares: -2,060 | Price: $113.21
Total Value: $233,215.48
Shares Owned After: 174,701 | Ownership: D (Direct)
Footnotes:
[F3] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 15, 2025.
[F4] The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $112.71 to $113.60, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-05-18 | Code: S (Open market sale)
Shares: -1,300 | Price: $114.19
Total Value: $148,440.63
Shares Owned After: 173,401 | Ownership: D (Direct)
Footnotes:
[F3] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 15, 2025.
[F5] The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $113.85 to $114.64, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
--- Holdings ---
[Holding #1]
Security: Class A Common Stock
Ownership: I (Indirect)
--- Footnotes (Complete Index) ---
F1: Constitute Restricted Stock Units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs shall vest on each quarterly anniversary of May 15, 2026.
F2: Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of RSUs and delivery of shares.
F3: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 15, 2025.
F4: The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $112.71 to $113.60, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F5: The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $113.85 to $114.64, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
--- Signature ---
/s/ /s/ Stephen Chen, as Attorney-in-Fact for Natalie Glance (2026-05-19)
