Welcome to our dedicated page for Duolingo SEC filings (Ticker: DUOL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Duolingo, Inc.'s SEC filings document its Nasdaq-listed Class A common stock, operating results furnished on Form 8-K, and governance matters presented through proxy materials. The filings cover quarterly and annual financial-result releases, preliminary operating metrics, shareholder-letter exhibits and amendments to furnished earnings materials.
Duolingo filings also record capital-allocation disclosures, including a share repurchase authorization, and public-company governance items such as annual meeting proposals, board and committee matters, executive compensation, equity awards and leadership appointments. These records describe the company's reporting controls, stockholder voting framework and corporate actions as a public mobile learning platform.
Duolingo, Inc. General Counsel Stephen C. Chen exercised stock options to acquire 58 shares of Class A Common Stock at $14.42 per share. These options were fully vested and exercisable. Following the exercise, Chen directly holds 52,865 Class A shares. The corresponding stock option for 58 shares now shows zero remaining derivative balance, indicating a full exercise of that specific grant. No open-market sale or tax withholding transaction is reported in this filing, making it a small, routine compensation-related equity move.
Duolingo, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Common stock representing approximately 94.01% of voting power as of the April 7, 2026 record date was present or represented by proxy. Class A and Class B shares voted together as a single class.
Stockholders elected three Class II directors — Amy Bohutinsky, Bonnie Ross, and Jim Shelton — to serve until the 2029 annual meeting and until their successors are duly elected and qualified. They also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
In addition, stockholders approved, on an advisory (non-binding) basis, the compensation of Duolingo’s named executive officers. No other matters were submitted for stockholder action at the meeting.
Duolingo, Inc. director James H. Shelton received an equity grant of 2,001 restricted stock units (RSUs) tied to the company’s Class A Common Stock. The RSUs were granted at no cash cost and will convert into one share per unit when they vest.
All 2,001 RSUs vest 100% on the earlier of the first anniversary of the grant date or the next annual meeting of Duolingo’s stockholders, as long as Shelton continues to serve the company. Following this grant, he directly holds 11,633 shares of Class A Common Stock.
Clemens Sara reported acquisition or exercise transactions in this Form 4 filing.
Duolingo director Sara Clemens received an equity grant in the form of restricted stock units (RSUs). She was awarded 2,001 RSUs, each representing one share of Duolingo’s Class A Common Stock upon vesting. According to the terms, 100% of these RSUs vest on the earlier of the first anniversary of the grant date or the date of the next annual meeting of stockholders, as long as she continues serving the company. After this grant, Clemens directly holds 5,955 shares of Duolingo Class A Common Stock.
Bohutinsky Amy reported acquisition or exercise transactions in this Form 4 filing.
Duolingo director Amy Bohutinsky received an equity award in the form of restricted stock units. She was granted 2,001 RSUs representing shares of Duolingo Class A common stock, bringing her direct holdings to 7,528 shares after the award. The RSUs vest 100% on the earlier of the first anniversary of the grant date or the next annual stockholder meeting, as long as she continues serving the company.
Lilly III John Osborne reported acquisition or exercise transactions in this Form 4 filing.
Duolingo director John Osborne Lilly III received an equity award of 2,001 restricted stock units, each convertible into one share of Class A common stock upon vesting. After this grant, he directly holds 8,905 shares. All RSUs vest 100% on the earlier of the first anniversary of the grant date or the next annual stockholder meeting, assuming continued service.
Duolingo director William B. Gordon received an equity grant of 2,001 restricted stock units (RSUs) for Class A Common Stock. The award was granted at no cash cost and increases his direct holdings to 78,415 shares following the transaction.
The RSUs vest 100% on the earlier of the first anniversary of the grant date or the date of Duolingo’s next annual meeting of stockholders, as long as he continues to serve the company. Upon vesting, each RSU converts into one share of Duolingo Class A Common Stock.
Duolingo director Mario Schlosser received an equity award of 2,001 Class A shares in the form of restricted stock units (RSUs). The RSUs carry no cash exercise price and convert into one share of Class A Common Stock per unit when they vest.
According to the vesting terms, 100% of the RSUs vest on the earlier of the first anniversary of the grant date or the next annual stockholder meeting, as long as Schlosser continues serving the company. After this grant, he directly holds 4,122 Class A shares.
Duolingo, Inc. director Bonnie Ross received an equity grant of 2,001 Class A shares in the form of restricted stock units (RSUs). The award was granted at no cash cost to her and increases her direct holdings to 3,345 Class A shares.
Each RSU converts into one share of Class A Common Stock when it vests. According to the grant terms, 100% of the RSUs vest on the earlier of the first anniversary of the grant date or the next annual meeting of Duolingo’s stockholders, as long as Ross continues serving the company.
Duolingo, Inc. director and CTO/co-founder Severin Hacker reported equity compensation activity involving performance-based restricted stock units (PSUs) tied to the company’s Class B Common Stock. On this Form 4, 60,000 PSUs were exercised into 60,000 shares of Class B Common Stock at a conversion price of $0.00 per share, reflecting the vesting of a portion of his long-term incentive award. To cover tax obligations, 31,920 shares of Class B Common Stock were disposed of in a tax-withholding transaction at $107.82 per share, which is not an open-market sale. Following these transactions, Hacker holds 205,273 shares of Class B Common Stock directly and 72 shares of Class A Common Stock directly, plus 2,836,917 shares of Class B Common Stock indirectly through the SBH Trust dated March 10, 2020, of which he is trustee. Each PSU represents a contingent right to receive one share of Class B Common Stock, subject to both service-based vesting tied to anniversaries of Duolingo’s IPO and performance-based stock price hurdles over a ten-year period, with settled shares generally delivered on the first anniversary of vesting.