Business Context and Reporting Period
This Form 8-K Current Report was filed by Duolingo, Inc. on August 10, 2026. The filing reports a corporate governance event: the appointment of a new director to the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on director compensation arrangements.
Material Changes
The Board of Directors increased its size from nine to ten members. Sallie Krawcheck was appointed as a Class I director and a member of the Audit, Risk and Compliance Committee, effective immediately.
Management Commentary and Compensation Details
Ms. Krawcheck's term expires at the 2028 annual meeting of stockholders. Her compensation package includes:
- Cash Retainers: $45,000 annually for Board service and $10,000 annually for Audit Committee service, paid quarterly in arrears and prorated for the 2026 fiscal year.
- Initial RSU Award: Valued at $450,000 based on the closing stock price on the commencement date. Vesting schedule: 50% on the first anniversary, 25% on the second, and 25% on the third anniversary.
- Prorated Annual RSU Award: Valued at $180,000 based on the closing stock price on the commencement date. Vests on the earlier of the first anniversary or the next annual meeting.
- Future Annual RSU Award: Valued at $215,000, granted at the annual meeting if she has served for at least six months prior. Vests on the earlier of the first anniversary or the next annual meeting.
Ms. Krawcheck is expected to enter into the Company's standard form indemnification agreement.
Investor Verification Checklist
- Verify the exact number of shares issued for the Initial RSU Award and Prorated Annual RSU Award based on the Class A common stock closing price on August 10, 2026.
- Confirm the specific vesting dates for the RSU awards relative to the grant date.
- Review the standard form indemnification agreement referenced in the filing.
- Check for any subsequent filings regarding the 2028 annual meeting to confirm the expiration of the director term.