Form 4: Duolingo CFO Sells Shares Under Pre-Arranged Plan

Duolingo's Chief Financial Officer, Matthew Skaruppa, reported sales of Class A Common Stock totaling 5,858 shares for tax obligations and under a pre-arranged trading plan.

Summary

• Matthew Skaruppa, Duolingo's Chief Financial Officer, reported the sale of 5,858 shares of Class A Common Stock.
• On November 17, 2025, 2,799 shares were sold at $177.95 per share to satisfy tax withholding obligations related to the vesting of Restricted Stock Units (RSUs).
• On November 18, 2025, an additional 3,059 shares were sold in multiple transactions under a Rule 10b5-1 trading plan adopted on May 27, 2025.
• The sales under the 10b5-1 plan occurred at weighted average prices ranging from $174.0367 to $177.648 per share.
• Following these transactions, Matthew Skaruppa beneficially owns 37,487 shares of Duolingo Class A Common Stock.

Sentiment

Score: 5

Explanation: The filing reports routine insider stock sales, including those for tax obligations and under a pre-arranged 10b5-1 plan, which is generally considered neutral as it reduces the speculative nature of the sale.

Positives

• The existence of a Rule 10b5-1 trading plan demonstrates transparency and pre-planning of stock transactions, mitigating concerns about opportunistic insider selling.

Negatives

• Insider sales, even if planned, reduce the officer's direct equity stake in the company.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• The sales on November 18, 2025, were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.

Industry Context

This insider transaction report is specific to Duolingo and its Chief Financial Officer and does not provide information directly related to broader industry trends or competitors.

Stakeholder Impact

• Shareholders may view the planned nature of the sales as a sign of transparency, mitigating potential negative perceptions associated with insider selling.

Key Dates

Recommendation

The reported insider sales by the CFO are primarily for tax obligations and executed under a pre-arranged 10b5-1 trading plan. Such planned sales are generally considered routine and do not typically signal a change in management's long-term outlook or warrant a change in investment recommendation based solely on this filing.

Keywords

Duolingo, DUOL, insider trading, Form 4, stock sale, CFO, Matthew Skaruppa, 10b5-1 plan, equity