Form 4: Duolingo Director James Shelton Acquires Additional Shares Through RSU Vesting

Duolingo, Inc. Director James H. Shelton has acquired 379 shares of Class A Common Stock through the vesting of restricted stock units, increasing his beneficial ownership to 4,632 shares.

Summary

• James H. Shelton, a Director of Duolingo, Inc. (DUOL), reported an acquisition of securities.
• The transaction occurred on June 11, 2025, and involved the acquisition of 379 shares of Class A Common Stock.
• These shares were acquired through the vesting of Restricted Stock Units (RSUs) at a price of $0 per share.
• Following this transaction, Mr. Shelton's direct beneficial ownership of Class A Common Stock stands at 4,632 shares.
• The RSUs are structured to vest 100% on the earlier of the first anniversary of the grant date or the date of the next annual meeting of Duolingo's stockholders, contingent upon Mr. Shelton's continued service to the company.

Sentiment

Score: 7

Explanation: The acquisition of shares by a director, even through RSU vesting, generally indicates continued alignment of interests with shareholders and confidence in the company's future, contributing to a slightly positive sentiment.

Positives

• Director James H. Shelton increased his beneficial ownership in Duolingo, Inc. by 379 shares of Class A Common Stock.
• The acquisition of shares through Restricted Stock Units (RSUs) aligns the director's interests with those of shareholders, as his compensation is tied to the company's equity performance.

Future Outlook

The acquired Restricted Stock Units (RSUs) are set to vest 100% on the earlier of the first anniversary of the grant date or the date of the next annual meeting of the Issuer's stockholders following the grant date, contingent on Mr. Shelton's continued service to Duolingo.

Industry Context

This transaction is a routine insider filing related to executive compensation and does not directly reflect broader industry trends or competitive dynamics, but rather the standard practice of granting equity to directors.

Stakeholder Impact

• Shareholders: The increase in a director's beneficial ownership through RSU vesting enhances the alignment of management's interests with those of the shareholders.

Next Steps

• Continued service of James H. Shelton to Duolingo, Inc. for the RSUs to fully vest.
• Vesting of 100% of the RSUs on the earlier of the first anniversary of the grant date or the date of the next annual meeting of stockholders.

Key Dates

Keywords

Duolingo, DUOL, SEC Form 4, Insider Trading, Restricted Stock Units, RSU, Director Share Acquisition, James H. Shelton