Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On December 8 2021, the Board of Directors (the "Board") of Duolingo, Inc. (the "Company") appointed John Lilly to serve as a Class I director on the Company's Board and as a member of the Compensation and Leadership Committee, in each case, effective as of December 15 , 2021. Mr. Lilly will serve for a term expiring at the Company's annual meeting of stockholders to be held in 2022 and until his successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal.

Mr. Lilly is eligible to participate in the Company's Non-Employee Director Compensation Program, which provides for: (i) an annual cash retainer of $30,000 for serving on the Board, paid quarterly in arrears (prorated based on his service during the 2021 fiscal year); (ii) an annual cash retainer of $6,000 for serving on the Compensation and Leadership Committee, paid quarterly in arrears (prorated based on his service during the 2021 fiscal year); (iii) an initial award of restricted stock units ("RSUs") equaling $300,000 divided by the closing price of the Company's Class A common stock on the date Mr. Lilly commences service on the Board (prorated based on his service [from his commencement of service until the 2022 annual meeting]) and which vests over three years in substantially equal annual installments following the grant date, subject to the director's continued service on the Board through each such vesting date; and (iv) an annual RSU award granted on the date of the Company's annual meeting of stockholders, provided the director 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 equaling $160,00 divided by the closing price of the Company's Class A common stock on the grant date and which vests on the earlier of the first anniversary of the grant date or the day immediately prior to the date of the next annual meeting of the Company's stockholders, in either case, subject to the director's continued service on the Board through such vesting date.

Mr. Lilly is 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.

The Company issued a press release announcing the appointment of Mr. Lilly. A copy of the press release is furnished as Exhibits 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 (including Exhibit 99.1) of this Form 8-K 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                      Press Release dated     De    cember 14    , 2021
104                     Cover Page Interactive Data File (embedded within the inline XBRL document)


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