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

Duolingo's Chief Financial Officer, Matthew Skaruppa, sold 5,856 Class A Common Stock shares in February 2026, primarily under a Rule 10b5-1 trading plan.

Summary

• Matthew Skaruppa, Chief Financial Officer of Duolingo, Inc. (DUOL), reported the sale of 5,856 shares of Class A Common Stock.
• On February 17, 2026, 1,870 shares were sold at $110.06 per share to satisfy tax withholding obligations related to Restricted Stock Units (RSUs) vesting.
• On February 18, 2026, a total of 3,986 shares were sold in multiple transactions at weighted average prices ranging from $112.2562 to $115.2866 per share.
• These sales on February 18, 2026, were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Skaruppa on May 27, 2025.
• Following these transactions, Mr. Skaruppa beneficially owns 31,631 shares of Duolingo Class A Common Stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While it represents a reduction in insider ownership, the sales are largely routine, with one portion for tax withholding and the other under a pre-arranged 10b5-1 plan, mitigating any strong negative sentiment.

Positives

• The sales conducted on February 18, 2026, were made under a pre-arranged Rule 10b5-1 trading plan, indicating a structured approach to personal financial management rather than a reaction to new, undisclosed information.

Negatives

• The transactions represent a reduction in the direct beneficial ownership of Class A Common Stock by a key executive, decreasing his holdings by 5,856 shares.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Duolingo's future performance or strategic direction.

Industry Context

StockSavvy.ai notes that insider sales, particularly those executed under a Rule 10b5-1 trading plan, are a common practice for executives to manage personal finances, diversify their portfolios, and meet tax obligations. Such pre-arranged sales typically carry less negative signaling than unplanned, open-market sales, as they are scheduled in advance and not based on immediate, non-public information.

Stakeholder Impact

• Shareholders may note the reduction in direct equity holdings by a key executive, though the pre-planned nature of the sales lessens the potential for negative interpretation.

Key Dates

Recommendation

The reported transactions are routine insider sales, primarily executed under a pre-arranged 10b5-1 trading plan and for tax purposes. They do not indicate a change in the company's fundamental outlook or performance, thus a 'hold' recommendation is appropriate as this filing alone does not provide a basis for a significant shift in investment thesis.

Keywords

Duolingo, DUOL, Insider Trading, Form 4, Stock Sale, CFO, Matthew Skaruppa, 10b5-1 Plan, Equity Sales, Restricted Stock Units