Clemens Sara 4

What Happened
Sara Clemens, a director of Duolingo, was granted 2,001 restricted stock units (RSUs) on 2026-06-03. The RSUs were awarded at a $0 per-share acquisition price (typical for equity compensation grants) and convert to one share of Duolingo Class A common stock per RSU upon vesting. This is a compensation/award transaction rather than an open‑market purchase or sale.

Key Details

• Transaction date: 2026-06-03; Form 4 filed 2026-06-05 (filed two days after the transaction, appearing timely).
• Grant type/code: A = Award/Grant (2,001 RSUs) at $0.00 per share.
• Shares owned after transaction: Not specified in the provided filing details.
• Footnote: RSUs vest 100% on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of stockholders, subject to continued service.
• No indication of a 10b5-1 plan, tax-withholding sale, or immediate sale of underlying shares in this filing.

Context
RSU grants are common executive/director compensation and do not by themselves signal a buy or sell decision—shares only exist for market purposes after vesting. Because the award price is $0, no cash was paid by the director at grant; value will be realized only when RSUs vest and convert to shares (then worth market price at that time).