Form 4: Duolingo CFO Matthew Skaruppa Executes Stock Option and Sells Shares Under 10b5-1 Plan

Duolingo's Chief Financial Officer, Matthew Skaruppa, exercised stock options and sold a portion of his holdings under a pre-arranged 10b5-1 trading plan.

Summary

• Matthew Skaruppa, the Chief Financial Officer of Duolingo, Inc., engaged in transactions involving the company's Class A Common Stock on December 2, 2024.
• Skaruppa exercised stock options to acquire 8,049 shares at a price of $14.42 per share.
• He then sold a total of 8,049 shares in multiple transactions at weighted average prices ranging from $341.57 to $347.988 per share.
• These transactions were executed under a pre-arranged Rule 10b5-1 trading plan adopted on May 22, 2024.
• Following these transactions, Skaruppa's direct holdings of Class A Common Stock decreased from 90,029 to 81,980 shares.
• He also holds 6,378 derivative securities in the form of stock options.

Sentiment

Score: 5

Explanation: The document reflects routine transactions by an executive under a pre-arranged plan, with no indication of positive or negative sentiment.

Risks

• The sale of shares by a high-ranking executive could be perceived negatively by some investors, although it was conducted under a pre-arranged trading plan.

Industry Context

This is a routine filing related to executive stock transactions and is common for publicly traded companies. The use of a 10b5-1 plan is a standard practice to avoid accusations of insider trading.

Comparison to Industry Standards

• The use of 10b5-1 trading plans is a common practice among executives at publicly traded companies, including those in the tech sector like Duolingo.
• Similar filings are regularly made by executives at companies like Alphabet (GOOGL), Meta (META), and Microsoft (MSFT) when they exercise options or sell shares.
• The transaction volume and price ranges are typical for executive stock sales, and the weighted average pricing is a standard method for reporting multiple transactions.

Stakeholder Impact

• The transactions are unlikely to have a significant impact on stakeholders, as they are part of a pre-arranged trading plan.

Key Dates

Keywords

Duolingo, Matthew Skaruppa, stock options, Class A Common Stock, 10b5-1 trading plan, insider trading, SEC Form 4, executive compensation