Form 4: Duolingo Director Amy Bohutinsky Receives Equity Grant of 379 Restricted Stock Units

Duolingo, Inc. Director Amy Bohutinsky was granted 379 Class A Common Stock Restricted Stock Units, increasing her beneficial ownership to 5,527 shares.

Summary

• Amy Bohutinsky, a Director of Duolingo, Inc. (DUOL), acquired 379 shares of Class A Common Stock on June 11, 2025.
• These shares were granted as Restricted Stock Units (RSUs) at an acquisition price of $0.
• The RSUs are set to vest 100% on the earlier of the first anniversary of the grant date (June 11, 2026) or the date of the next annual meeting of the Issuer's stockholders, contingent upon Ms. Bohutinsky's continued service to the company.
• Following this transaction, Ms. Bohutinsky's total beneficial ownership of Duolingo Class A Common Stock stands at 5,527 shares.

Sentiment

Score: 7

Explanation: The grant of Restricted Stock Units to a director is a positive event for the individual, aligning their interests with the company's long-term performance. For the company, it represents a routine compensation practice and a mechanism for retention and incentive, which is generally viewed as neutral to slightly positive.

Positives

• The grant of 379 Restricted Stock Units (RSUs) to Director Amy Bohutinsky aligns her financial interests with those of Duolingo's shareholders, incentivizing long-term performance.
• The RSUs were granted at a price of $0, indicating they are part of a compensation or incentive package.

Negatives

• NA

Risks

• The vesting of the 379 Restricted Stock Units is contingent upon Amy Bohutinsky's continued service to Duolingo, Inc., meaning the units could be forfeited if her service terminates before the vesting conditions are met.

Future Outlook

The 379 Restricted Stock Units granted to Director Amy Bohutinsky are expected to vest 100% on the earlier of June 11, 2026 (the first anniversary of the grant date) or the date of Duolingo's next annual meeting of stockholders, provided her continued service to the company.

Management Comments

• NA

Industry Context

This Form 4 filing reflects a common practice within publicly traded companies across various industries, where directors and executives receive equity compensation, such as Restricted Stock Units (RSUs), to align their long-term interests with those of the company's shareholders and to incentivize retention and performance.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) to a director is a standard form of equity compensation in publicly traded companies, aligning director incentives with shareholder value.
• The $0 acquisition price is typical for RSU grants, as they represent a future equity stake rather than a direct cash purchase.
• The vesting schedule, tied to continued service and a specific timeframe (one year or the next annual meeting), is a common practice for RSU awards designed to promote retention and long-term commitment, comparable to practices at other technology or education sector companies.

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• The grant of 379 Restricted Stock Units to Amy Bohutinsky, a Director of Duolingo, Inc., constitutes a related party transaction as it involves compensation from the company to an insider.

Stakeholder Impact

• Shareholders: The grant of RSUs aligns the director's interests with shareholders by tying a portion of their compensation to the company's stock performance. While it represents a minor potential for future dilution, it is a standard practice for incentivizing board members.

Next Steps

• Vesting of the 379 Restricted Stock Units on the earlier of June 11, 2026, or the date of Duolingo's next annual meeting of stockholders, subject to continued service.

Key Dates

Keywords

Duolingo, DUOL, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Beneficial Ownership