DUOL 8-K
Duolingo, Inc. (DUOL)
8-K
2026-08-10
For: 2026-08-10
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Added on
August 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (412 ) 567-6602
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
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| The Nasdaq Stock Market | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 7.01 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DUOLINGO, INC. | ||||||||
| Date: August 10, 2026 | By: | /s/ Gillian Munson | ||||||
| Gillian Munson Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||||||
Duolingo Appoints Sallie Krawcheck to Board of Directors
Former Citigroup CFO and Ellevest Founder to join the Audit Committee
PITTSBURGH, August 10, 2026 (GLOBE NEWSWIRE) -- Duolingo, Inc. (Nasdaq: DUOL), the world's leading mobile learning platform, announced today that it has appointed Sallie Krawcheck as an independent board member, effective today. Ms. Krawcheck will serve as a member of the Board’s Audit, Risk and Compliance Committee.
Ms. Krawcheck has spent more than three decades in senior financial and operating roles, as a chief executive, a chief financial officer, a founder, and a public company director. She founded Ellevest, a financial services firm dedicated to helping women and families build wealth with intention, and led its growth to $2.4 billion in assets under management. She previously served as Chief Financial Officer of Citigroup and as Chief Executive Officer of Merrill Lynch Wealth Management, Smith Barney, and Sanford Bernstein. She has extensive board experience across both public and private companies.
"As Duolingo continues to grow, we're focused on building a Board with the experience and perspective to help guide our next chapter," said Luis von Ahn, CEO and co-founder of Duolingo. "Sallie has an exceptional track record of building businesses, leading through change, and challenging conventional thinking. Her expertise in financial leadership, strategy, governance, and scaling global organizations will be invaluable, and I'm thrilled to welcome her to our Board."
"I believe there is no better investment a person can make than in learning,” said Ms. Krawcheck. “It is an investment that can compound: A language learned becomes a job, a move, a conversation, a child who grows up with more options than her parents had. I’ve long admired Duolingo’s mission - not only because it is rethinking how education can work, but because it is making high-quality learning more accessible to millions of people around the world. I’m thrilled to join the Board and support Duolingo as it continues to grow and expand its impact."
About Duolingo
Duolingo is the leading mobile learning platform globally. Its flagship app has organically become the world's most popular way to learn languages and the top-grossing app in the Education category on both Google Play and the Apple App Store. With technology at the core of everything it does, Duolingo has consistently invested to provide learners a fun, engaging, and effective learning experience while remaining committed to its mission to develop the best education in the world and make it universally available.
Duolingo is the leading mobile learning platform globally. Its flagship app has organically become the world's most popular way to learn languages and the top-grossing app in the Education category on both Google Play and the Apple App Store. With technology at the core of everything it does, Duolingo has consistently invested to provide learners a fun, engaging, and effective learning experience while remaining committed to its mission to develop the best education in the world and make it universally available.
Contact Information
Investors:
Deborah Belevan, IRC, CPA
Media:
Michelle Scully