Form 4 for Bohutinsky AMY filed 06/05/2026
FORM 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
| OMB APPROVAL | |
|---|---|
| OMB Number: | 3235-0287 |
| Estimated average burden hours per response: | 0.5 |
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
| 1. Name and Address of Reporting Person* | Bohutinsky Amy |
|---|---|
| 2. Issuer Name and Ticker or Trading Symbol | Duolingo, Inc. [DUOL] |
| 3. Date of Earliest Transaction | 06/03/2026 |
| 4. If Amendment, Date of Original Filed | |
| 6. Individual or Joint/Group Filing | Form filed by One Reporting Person |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. Title of Security (Instr. 3) | 2. Transaction Date | 2A. Deemed Execution Date | 3. Transaction Code | 4. Securities Acquired (A) or Disposed Of (D) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) | 6. Ownership Form: Direct (D) or Indirect (I) | 7. Nature of Indirect Beneficial Owning | | Class A Common Stock | 06/03/2026 | | A | 2,001^{(1)} | 7,528 | D | |
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. Title of Derivative Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date | 3A. Deemed Execution Date | 4. Transaction Code | 5. Number of Derivatives Acquired (A) or Disposed Of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of Derivatives Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Owning |
Explanation of Responses:
- Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of the Issuer's Class A Common Stock for each RSU upon vesting. 100% of the RSUs vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of the Issuer's stockholders following the grant date, subject to the Reporting Person's continued service to the Issuer.
Signature of Reporting Person: /s/ Stephen Chen, as Attorney-in-Fact for Amy Bohutinsky 06/05/2026
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.