SEC FORM 4

SEC Form 4

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| **FORM 4** | UNITED STATES SECURITIES AND EXCHANGE COMMISSION<br>Washington, D.C. 20549<br>STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP<br>Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934<br>or Section 30(h) of the Investment Company Act of 1940 | |     |     |
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| OMB APPROVAL |
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| 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. <br> _See_<br> 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. |

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| 1\. Name and Address of Reporting Person* |
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| [Lilly III John Osborne](http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001897305) |
| * * * |
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| (Last) | (First) | (Middle) |
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| C/O DUOLINGO, INC. |
| 5900 PENN AVENUE |
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| (Street) |
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| PITTSBURGH | PA | 15206 |
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| (City) | (State) | (Zip) | | 2\. Issuer Name **and** Ticker or Trading Symbol<br> <br>[Duolingo, Inc.](http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001562088)<br> \[ DUOL \] | 5\. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

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|  | Director |  | 10% Owner |
|  | Officer (give title below) |  | Other (specify below) |
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| 3\. Date of Earliest Transaction<br> (Month/Day/Year)<br>07/10/2026 |
| 4\. If Amendment, Date of Original Filed<br> (Month/Day/Year) | 6\. Individual or Joint/Group Filing (Check Applicable Line)

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|  | Form filed by One Reporting Person |
|  | Form filed by More than One Reporting Person | |

| **Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned** |
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| 1\. Title of Security (Instr.<br> 3) | 2\. Transaction Date<br> (Month/Day/Year) | 2A. Deemed Execution Date, if any<br> (Month/Day/Year) | 3\. Transaction Code (Instr.<br> 8) | 4\. Securities Acquired (A) or Disposed Of (D) (Instr.<br> 3, 4 and 5) | 5\. <br> Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.<br> 3 and 4) | 6\. Ownership Form: Direct (D) or Indirect (I) (Instr.<br> 4) | 7\. Nature of Indirect Beneficial Ownership (Instr.<br> 4) |
| :-- | :-- | :-- | :-- | :-- | :-- | :-- | :-- |
| Code | V | Amount | (A) or (D) | Price |
| :-: | :-: | :-: | :-: | :-: |
| Class A Common Stock | 07/10/2026 |  | A |  | 118(1) | A | $124.76 | 9,023 | D |  |

| **Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**<br>**(e.g., puts, calls, warrants, options, convertible securities)** |
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| 1\. Title of Derivative Security (Instr.<br> 3) | 2\. Conversion or Exercise Price of Derivative Security | 3\. Transaction Date<br> (Month/Day/Year) | 3A. Deemed Execution Date, if any<br> (Month/Day/Year) | 4\. Transaction Code (Instr.<br> 8) | 5\. <br> Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.<br> 3, 4 and 5) | 6\. Date Exercisable and Expiration Date <br> (Month/Day/Year) | 7\. Title and Amount of Securities Underlying Derivative Security (Instr.<br> 3 and 4) | 8\. Price of Derivative Security (Instr.<br> 5) | 9\. <br> Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.<br> 4) | 10\. Ownership Form: Direct (D) or Indirect (I) (Instr.<br> 4) | 11\. Nature of Indirect Beneficial Ownership (Instr.<br> 4) |
| :-- | :-- | :-- | :-- | :-- | :-- | :-- | :-- | :-- | :-- | :-- | :-- |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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| **Explanation of Responses:** |
| 1\. Represents an award of fully vested restricted stock units ("RSUs") in lieu of cash retainers pursuant to reporting person's election under the Issuer's Amended and Restated Non-Employee Director Compensation Program (the "Plan"). Each RSU represents the right to receive one share of the Issuer's Class A Common Stock and will be settled either on a date selected by the reporting person pursuant to the Plan or as otherwise provided under the Plan. |
| **Remarks:** |
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|  | /s/ Stephen Chen, as Attorney-in-Fact for John Osborne Lilly III | 07/14/2026 |
|  | \*\* 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, <br> _see_<br> Instruction <br> 4<br> (b)(v). |
| \*\* Intentional misstatements or omissions of facts constitute Federal Criminal Violations <br> _See_<br> 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, <br> _see_<br> 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.** |