DUOL Form 144: Matthew Skaruppa To Sell 2,797 Restricted Shares on NASDAQ

Rhea-AI Filing Summary

Duolingo insider sale notice: This Form 144 shows that Matthew Skaruppa intends to sell 2,797 shares of Duolingo common stock through Morgan Stanley Smith Barney on 08/15/2025 on NASDAQ, with an aggregate market value reported as $920,305.86. The shares were recorded as restricted stock acquired from the issuer on 08/15/2025 and payment is noted the same day. The filing also discloses that Mr. Skaruppa sold 3,573 shares on 05/16/2025 for gross proceeds of $1,887,802.30. By signing, the filer represents there is no undisclosed material adverse information about the issuer.

Insights

Securities Analyst

TL;DR: Insider plans a small sale of restricted shares and recently sold additional shares, both disclosed per Rule 144.

The filing documents a proposed sale of 2,797 restricted shares via Morgan Stanley Smith Barney on 08/15/2025 and reports a prior sale of 3,573 shares on 05/16/2025 for $1,887,802.30. The shares to be sold were acquired from the issuer as restricted stock on 08/15/2025. This is a routine Rule 144 disclosure that provides transparency on insider liquidity events; the filing itself does not include operational or performance information about the company.

Corporate Governance Expert

TL;DR: Disclosure complies with Rule 144 requirements and includes the required insider certification about undisclosed material information.

The notice names the broker, number of shares, acquisition details, and a prior sale within three months, aligning with Form 144 obligations. The signer affirms no material nonpublic information is held. From a governance perspective, timely and complete disclosure of both the proposed sale and the recent completed sale supports market transparency; the document does not provide any additional context about motivations or trading plans.

FAQ

What does Duolingo's (DUOL) Form 144 report?

It reports a proposed sale of 2,797 common shares by Matthew Skaruppa, to be executed on 08/15/2025 through Morgan Stanley Smith Barney on NASDAQ.

Who is the seller named in the filing?

Matthew Skaruppa is identified as the person for whose account the securities are to be sold.

Were there any recent insider sales disclosed in the filing?

Yes. The filer sold 3,573 shares on 05/16/2025 for gross proceeds of $1,887,802.30.

What type of shares are being sold and how were they acquired?

Common stock to be sold were recorded as restricted stock acquired from the issuer on 08/15/2025 with payment noted the same day.

Which broker is handling the proposed sale?

Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004 is listed as the broker.

Does the filer certify possession of material nonpublic information?

Yes. By signing the notice the person represents they do not know any material adverse information about the issuer that has not been publicly disclosed.

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Accepted by SEC EDGAR 08/15/2025 - 04:31 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001869669
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	DUOLINGO, INC.
SEC File Number	001-40653
Address of Issuer	5900 Penn Avenue Pittsburgh PENNSYLVANIA 15206
Phone	(412) 567-6602
Name of Person for Whose Account the Securities are To Be Sold	MATTHEW SKARUPPA
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	2797	920305.86	45821907	08/15/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/15/2025	RESTRICTED STOCK	ISSUER			2797	08/15/2025	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
MATTHEW SKARUPPA 5900 Penn Avenue Pittsburgh PA 15206	COMMON	05/16/2025	3573	1887802.30

144: Remarks and Signature

Remarks
Date of Notice	08/15/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Matthew Skaruppa
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)