8-KFiling Date: Aug 10, 2026

Duolingo

Executive Change, Reg FD Disclosure, Financial Statements

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ACC: 0001628280-26-055015

Event Type

Executive ChangeReg FD DisclosureFinancial Statements
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Event Description

Item 5.02. Executive Change
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On August 10, 2026, Duolingo, Inc.’s Board increased its size from nine to ten directors and appointed Sallie Krawcheck as a Class I director and member of its Audit, Risk and Compliance Committee, effective immediately; her term expires at the 2028 annual meeting. Ms. Krawcheck will receive an annual cash retainer of $45,000 for Board service and $10,000 for Audit Committee service, prorated for 2026, plus an initial RSU award of $450,000 (vesting 50% on the first anniversary, 25% on the second, and 25% on the third), a prorated annual RSU award of $180,000, and an annual RSU award of $215,000, all subject to continued service. She is also expected to enter the Company’s standard form indemnification agreement.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 10, 2026, the Board of Directors (the Board ) of Duolingo, Inc. (the Company ) increased the size of the Board from nine to ten directors and appointed Sallie Krawcheck to serve as a Class I director on the Company s Board and as a member of its Audit, Risk and Compliance Committee ("Audit Committee"), in each case, effective immediately. Ms. Krawcheck will serve for a term expiring at the Company s annual meeting of stockholders to be held in 2028 and until her successor is duly elected and qualified or until her earlier death, resignation, disqualification or removal. Ms. Krawcheck is eligible to participate in the Company s Non-Employee Director Compensation Program. Her director compensation includes: (i) an annual cash retainer of $45,000 for serving on the Board, paid quarterly in arrears (prorated based on her service during the 2026 fiscal year); (ii) an annual cash retainer of $10,000 for serving on the Audit Committee, paid quarterly in arrears (prorated based on her service during the 2026 fiscal year), (iii) an initial award of restricted stock units ( RSUs ) equal to $450,000 divided by the closing price of the Company s Class A common stock on the date Ms. Krawcheck commences service on the Board (the Initial RSU Award ) which will vest as to 50% of the Initial RSU Award on the first anniversary of the grant date, 25% of the Initial RSU Award on the second anniversary of the grant date, and the remaining 25% on the third anniversary of the grant date, subject to her continued service on the Board through each such vesting date; (iv) a prorated annual RSU award equal to $180,000 divided by the closing price of the Company s Class A common stock on the date Ms. Krawcheck commences service on the Board which will vest on the earlier of the first anniversary of the grant date or immediately prior to the next annual meeting of the Company s stockholders following the grant date, in either case, subject to her continued service on the Board through such vesting date and (v) an annual RSU award granted on the date of the Company s annual meeting of stockholders, provided she has served on the Board for at least six months prior to such annual meeting and will continue serving following such meeting, in an amount equal to $215,000 divided by the closing price of the Company s Class A common stock on the grant date which will vest in full on the earlier of the first anniversary of the grant date or immediately prior to the next annual meeting of the Company s stockholders following the grant date, in either case, subject to her continued service on the Board through such vesting date. Ms. Krawcheck is expected to enter into the Company s standard form indemnification agreement in the form filed as Exhibit 10.12 to the Company s Registration Statement on Form S-1/A (File No. 333-257483) filed with the Securities and Exchange Commission on July 19, 2021.
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Event Description

Item 7.01. Reg FD Disclosure
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On August 10, 2026, Duolingo, Inc. (Nasdaq: DUOL) issued a press release announcing the appointment of Sallie Krawcheck as an independent board member, effective the same date. She will join the Board’s Audit, Risk and Compliance Committee. Krawcheck is the founder of Ellevest and a former CFO of Citigroup. The press release was furnished as Exhibit 99.1 to the Form 8-K.

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Item 7.01 Regulation FD Disclosure. On August 10, 2026, the Company issued a press release announcing the appointment of Ms. Krawcheck. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this
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EX-99.1 2 salliekrawcheckboardappoin.htm EX-99.1 DocumentDuolingo Appoints Sallie Krawcheck to Board of DirectorsFormer Citigroup CFO and Ellevest Founder to join the Audit CommitteePITTSBURGH, August 10, 2026 (GLOBE NEWSWIRE) -- Duolingo, Inc. (Nasdaq DUOL), the world's leading mobile learning platform, announced today that it has appointed Sallie Krawcheck as an independent board member, effective today. Ms. Krawcheck will serve as a member of the Board s Audit, Risk and Compliance Committee.Ms. Krawcheck has spent more than three decades in senior financial and operating roles, as a chief executive, a chief financial officer, a founder, and a public company director. She founded Ellevest, a financial services firm dedicated to helping women and families build wealth with intention, and led its growth to $2.4 billion in assets under management. She previously served as Chief Financial Officer of Citigroup and as Chief Executive Officer of Merrill Lynch Wealth Management, Smith Barney, and Sanford Bernstein. She has extensive board experience across both public and private companies. As Duolingo continues to grow, we're focused on building a Board with the experience and perspective to help guide our next chapter, said Luis von Ahn, CEO and co-founder of Duolingo. Sallie has an exceptional track record of building businesses, leading through change, and challenging conventional thinking. Her expertise in financial leadership, strategy, governance, and scaling global organizations will be invaluable, and I'm thrilled to welcome her to our Board. I believe there is no better investment a person can make than in learning, said Ms. Krawcheck. It is an investment that can compound A language learned becomes a job, a move, a conversation, a child who grows up with more options than her parents had. I ve long admired Duolingo s mission - not only because it is rethinking how education can work, but because it is making high-quality learning more accessible to millions of people around the world. I m thrilled to join the Board and support Duolingo as it continues to grow and expand its impact. About DuolingoDuolingo is the leading mobile learning platform globally. Its flagship app has organically become the world's most popular way to learn languages and the top-grossing app in the Education category on both Google Play and the Apple App Store. With technology at the core of everything it does, Duolingo has consistently invested to provide learners a fun, engaging, and effective learning experience while remaining committed to its mission to develop the best education in the world and make it universally available.Contact InformationInvestors Deborah Belevan, IRC, CPAir duolingo.com Media Michelle Scullypress duolingo.com
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Item 9.01. Financial Statements
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Duolingo, Inc. filed an 8-K dated August 10, 2026, citing Exhibit 99.1 (a press release dated August 10, 2026) and Exhibit 104 (the Cover Page Interactive Data File embedded within the inline XBRL document) under Item 9.01(d). The report was signed on August 10, 2026, by Chief Financial Officer Gillian Munson, listed as Principal Financial Officer and Principal Accounting Officer.

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Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release dated August 10, 2026 104 Cover Page Interactive Data File (embedded within the inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DUOLINGO, INC. Date: August 10, 2026 By: /s/ Gillian Munson Gillian Munson Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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