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 Class A Common Stock under a pre-arranged Rule 10b5-1 trading plan on June 3, 2024.

Summary

• On June 3, 2024, Matthew Skaruppa, the CFO of Duolingo, Inc., exercised a stock option to acquire 8,000 shares of Class A Common Stock at a price of $14.42 per share.
• Simultaneously, Skaruppa sold a total of 8,000 shares of Class A Common Stock in multiple transactions at weighted average prices ranging from $192.7391 to $200.2214.
• These sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on June 9, 2023.
• Following these transactions, Skaruppa directly owns 86,709 shares of Class A Common Stock and 95,449 derivative securities.

Sentiment

Score: 5

Explanation: The document is a neutral regulatory filing detailing stock transactions. It doesn't inherently convey positive or negative sentiment.

Positives

• The transactions were executed under a pre-arranged Rule 10b5-1 trading plan, which is a legal and transparent way for insiders to sell shares.

Future Outlook

The document does not contain any specific forward-looking statements or guidance.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions and provides transparency to the market regarding the trading activities of Duolingo's CFO. It is common for executives to utilize 10b5-1 plans to manage their stock sales and avoid accusations of insider trading.

Comparison to Industry Standards

• Form 4 filings are standard practice for publicly traded companies and their executives.
• The use of Rule 10b5-1 trading plans is a common strategy among corporate insiders to diversify their holdings while complying with securities laws.
• Comparable companies like Coursera or Chegg would have similar filings when their executives trade company stock.

Stakeholder Impact

• The transactions may have a minor impact on shareholders due to the change in ownership, but the use of a 10b5-1 plan suggests the sales were pre-planned and not based on any inside information.

Key Dates