Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 10, 2026, the Board of Directors (the “Board”) of Duolingo, Inc.…
Filed Aug 10, 2026Accepted Aug 10, 2026, 9:02 AM EDTCIK 1562088Accession 0001628280-26-055015
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 10, 2026, the Board of Directors (the “Board”) of Duolingo, Inc. (the “Company”) increased the size of the Board from nine to ten directors and appointed Sallie Krawcheck to serve as a Class I director on the Company’s Board and as a member of its Audit, Risk and Compliance Committee ("Audit Committee"), in each case, effective immediately. Ms. Krawcheck will serve for a term expiring at the Company’s annual meeting of stockholders to be held in 2028 and until her successor is duly elected and qualified or until her earlier death, resignation, disqualification or removal.
Ms. Krawcheck is eligible to participate in the Company’s Non-Employee Director Compensation Program. Her director compensation includes: (i) an annual cash retainer of $45,000 for serving on the Board, paid quarterly in arrears (prorated based on her service during the 2026 fiscal year); (ii) an annual cash retainer of $10,000 for serving on the Audit Committee, paid quarterly in arrears (prorated based on her service during the 2026 fiscal year), (iii) an initial award of restricted stock units (“RSUs”) equal to $450,000 divided by the closing price of the Company’s Class A common stock on the date Ms. Krawcheck commences service on the Board (the “Initial RSU Award”) which will vest as to 50% of the Initial RSU Award on the first anniversary of the grant date, 25% of the Initial RSU Award on the second anniversary of the grant date, and the remaining 25% on the third anniversary of the grant date, subject to her continued service on the Board through each such vesting date; (iv) a prorated annual RSU award equal to $180,000 divided by the closing price of the Company’s Class A common stock on the date Ms. Krawcheck commences service on the Board which will vest on the earlier of the first anniversary of the grant date or immediately prior to the next annual meeting of the Company’s stockholders following the grant date, in either case, subject to her continued service on the Board through such vesting date and (v) an annual RSU award granted on the date of the Company’s annual meeting of stockholders, provided she has served on the Board for at least six months prior to such annual meeting and will continue serving following such meeting, in an amount equal to $215,000 divided by the closing price of the Company’s Class A common stock on the grant date which will vest in full on the earlier of the first anniversary of the grant date or immediately prior to the next annual meeting of the Company’s stockholders following the grant date, in either case, subject to her continued service on the Board through such vesting date.
Ms. Krawcheck is expected to enter into the Company’s standard form indemnification agreement in the form filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A (File No. 333-257483) filed with the Securities and Exchange Commission on July 19, 2021.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On August 10, 2026, the Company issued a press release announcing the appointment of Ms. Krawcheck. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.