DUOL insider files Form 4: option exercise and multiple sales under 10b5-1 plan

Rhea-AI Filing Summary

Duolingo CFO Matthew Skaruppa reported multiple transactions on 08/26/2025. He exercised a stock option for 1,378 shares at $14.42 and sold a total of 10,937 Class A shares under a Rule 10b5-1 trading plan, with weighted-average sale prices in multiple ranges from about $310.87 to $321.36 per share. Following these transactions, the filing shows beneficial ownership of 43,345 Class A shares. The sales were executed pursuant to a 10b5-1 plan adopted May 27, 2025, and the reporting person commits to provide transaction-level price details on request.

Insights

Corporate Governance Expert

TL;DR: Insider exercised options then sold shares under a documented 10b5-1 plan; disclosure follows standard governance practice.

The filing documents a fully vested option exercise of 1,378 shares at $14.42 and subsequent sales of 10,937 Class A shares executed under a 10b5-1 plan adopted May 27, 2025. Use of a pre-established trading plan and the offer to disclose per-trade price details are consistent with robust insider-trading controls and transparency. The report clearly discloses post-transaction beneficial ownership of 43,345 shares and identifies the transactions' weighted-average price ranges.

Securities/Trading Analyst

TL;DR: Option exercise at low strike followed by staged sales at $310–$321 ranges; quantified insider liquidity event.

The reporting shows conversion of a stock option and immediate market sales in multiple tranches totaling 10,937 shares on a single date. Footnotes provide the sale price ranges for each tranche, indicating execution across different price points between approximately $310.87 and $321.36. The filing states the shares were sold via broker-calculated weighted-average prices and that detailed per-trade pricing will be furnished upon request. This is a routine liquidity action executed under a 10b5-1 plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Skaruppa Matthew

(Last) (First) (Middle)

C/O DUOLINGO, INC.

5900 PENN AVENUE

(Street)

PITTSBURGH PA 15206

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/26/2025		M		1,378	A	$14.42	54,282	D
Class A Common Stock	08/26/2025		S(1)		500	D	$311.378(2)	53,782	D
Class A Common Stock	08/26/2025		S(1)		300	D	$312.67(3)	53,482	D
Class A Common Stock	08/26/2025		S(1)		755	D	$314.1634(4)	52,727	D
Class A Common Stock	08/26/2025		S(1)		1,402	D	$315.2669(5)	51,325	D
Class A Common Stock	08/26/2025		S(1)		2,301	D	$316.2427(6)	49,024	D
Class A Common Stock	08/26/2025		S(1)		800	D	$317.4428(7)	48,224	D
Class A Common Stock	08/26/2025		S(1)		1,501	D	$318.358(8)	46,723	D
Class A Common Stock	08/26/2025		S(1)		700	D	$319.3285(9)	46,023	D
Class A Common Stock	08/26/2025		S(1)		1,100	D	$320.5045(10)	44,923	D
Class A Common Stock	08/26/2025		S(1)		1,578	D	$321.334(11)	43,345	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$14.42	08/26/2025		M			1,378	(12)	03/10/2030	Class A Common Stock	1,378	$0	0	D

Explanation of Responses:

1. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.

2. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $310.87 to $311.80, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $312.18 to $313.13, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $313.69 to $314.63, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $314.70 to $315.67, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $315.76 to $316.75, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $316.94 to $317.90, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $317.97 to $318.70, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $319.05 to $319.83, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

10. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $320.08 to $320.95, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

11. The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $321.14 to $321.36, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

12. The shares subject to the option are fully vested and exercisable.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Matthew Skaruppa	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Duolingo CFO Matthew Skaruppa report on Form 4 (DUOL)?

He exercised a stock option for 1,378 shares at $14.42 and sold 10,937 Class A shares on 08/26/2025 under a Rule 10b5-1 plan.

Were the sales by Matthew Skaruppa pre-arranged or discretionary?

The sales were executed pursuant to a Rule 10b5-1 trading plan adopted on May 27, 2025, as stated in the filing.

What price ranges were reported for the shares sold by the reporting person?

Footnotes disclose weighted-average sale prices with per-tranche ranges approximately from $310.87 to $321.36, with specific tranche averages reported in the filing.

How many shares did the reporting person beneficially own after the transactions?

The filing reports beneficial ownership of 43,345 Class A shares following the reported transactions.

Will detailed per-trade pricing be available?

Yes; the reporting person states they will provide full information on the number of shares sold at each price within the disclosed ranges upon request to the SEC, issuer, or a security holder.