=== 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: Chen Stephen C.
CIK: 0001869758
Role: Officer (General Counsel)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-05-15 | Code: A (Grant or award)
Shares: +24,411 | Price: $112.06
Total Value: $2,735,496.66
Shares Owned After: 55,604 | 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: -820 | Price: $112.16
Total Value: $91,971.20
Shares Owned After: 54,784 | 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: -1,277 | Price: $113.27
Total Value: $144,647.58
Shares Owned After: 53,507 | Ownership: D (Direct)
Footnotes:
[F3] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 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 $112.82 to $113.68, 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: -700 | Price: $114.22
Total Value: $79,955.12
Shares Owned After: 52,807 | Ownership: D (Direct)
Footnotes:
[F3] The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 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 $113.82 to $114.66, 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.
--- 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 May 27, 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 $112.82 to $113.68, 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 $113.82 to $114.66, 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 C. Chen (2026-05-19)
