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

Duolingo's CFO, Matthew Skaruppa, exercised a stock option and sold shares of Class A Common Stock under a pre-arranged Rule 10b5-1 trading plan on March 1, 2024.

Summary

• On March 1, 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 $231.845 to $237.247.
• These sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on June 9, 2023.
• Following these transactions, Skaruppa directly owns 64,523 shares of Class A Common Stock and 119,449 derivative securities (stock options).

Sentiment

Score: 5

Explanation: Neutral sentiment as the filing simply reports transactions under a pre-existing plan. It doesn't indicate positive or negative performance.

Positives

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

Industry Context

Insider transactions are routinely monitored and reported to the SEC. The use of a 10b5-1 plan is a common practice to avoid accusations of trading on inside information.

Stakeholder Impact

• The transactions may have a minor impact on shareholders due to the change in insider ownership, but the use of a 10b5-1 plan mitigates concerns about opportunistic trading.

Key Dates