Form 4 for Gordon William B filed 06/05/2026

SEC Form 4

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
OMB Number: 3235-0287
Section 16. Form 4 or Form 5 Estimated average burden hours per response: 0.5 Instruction 1(b). Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940.

Reporting Person Details

  1. Name and Address of Reporting Person*

    • Name: GORDON WILLIAM B
    • Relationship to Issuer: Director, 10% Owner, Officer
    • Address: C/O DUOLINGO, INC., 5900 PENN AVENUE, PITTSBURGH PA 15206

  2. Issuer Name and Ticker or Trading Symbol

    • Issuer Name: Duolingo, Inc.
    • Ticker: DUOL

  3. Date of Earliest Transaction

    • Date: 06/03/2026

  4. If Amendment, Date of Original Filed

  5. Individual or Joint/Group Filing

    • 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

1. Title of Security 2. Transaction Date 2A. Deemed Execution Date 3. Securities Acquired (A) or Disposed Of (D) 4. Amount of Securities 5. Ownership Form: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership
Class A Common Stock 06/03/2026 A 2,001(1) A $0 D
78,415

Table II-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Derivative Security 2. Date Exercisable 3. Transaction Date 3A. Deemed Execution Date 4. Amount 5. Number of Derivative Securities 6. Date of Expiration 7. Title and Amount of Underlying Securities 8. Price of Derivative Security 9. Number of Shares 10. Nature of Indirect Ownership

Explanation of Responses:

  1. 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.

Remarks:
/s/ Stephen Chen, as Attorney-in-Fact for William B. Gordon
Date: 06/05/2026

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.