Duolingo, Inc. director James H. Shelton reported an ownership change involving the company’s Class A common stock tied to director compensation, not an open-market trade. The Form 4 reports that on July 10, 2026, Shelton received fully vested restricted stock units, or RSUs, under Duolingo’s Amended and Restated Non-Employee Director Compensation Program. According to the explanatory note, the RSUs were awarded in lieu of cash retainers pursuant to Shelton’s election under the plan. Each RSU represents the right to receive one share of Duolingo Class A common stock. The filing states that the RSUs are fully vested at grant, but settlement will occur either on a date selected by Shelton under the compensation plan or otherwise as provided by the plan. That means the award gives Shelton an equity-linked right immediately, while the actual delivery of Class A shares may be deferred. The provided filing text does not disclose the number of RSUs awarded, the deemed grant price, a transaction code, or Shelton’s beneficial ownership after the transaction. No sale, option exercise, or cash-market purchase is described. The action reported is a director equity compensation award replacing cash retainers, which is typically used to align non-employee director compensation with shareholder value. The Form 4 was filed on July 14, 2026, and was signed by Stephen Chen as attorney-in-fact for James H. Shelton.