DUOL Form 4: Matthew Skaruppa Disposes 2,522 Class A Shares

Rhea-AI Filing Summary

Matthew Skaruppa, Chief Financial Officer of Duolingo, Inc. (DUOL), reported a non-derivative disposition of Class A common stock on 08/14/2025. The Form 4 shows a transaction coded G disposing of 2,522 shares at a reported price of $0, leaving 55,701 shares beneficially owned after the transaction. The filing was submitted as a single reporting person filing and signed on behalf of Mr. Skaruppa by an attorney-in-fact.

Insights

Financial Analyst

TL;DR: CFO reported a small non-derivative disposition of 2,522 Class A shares, reducing holdings to 55,701 shares.

The Form 4 documents a straightforward non-derivative transaction dated 08/14/2025 with code G and a reported price of $0. The filing confirms ownership levels before and after the reported disposition and does not include any derivative activity. Based solely on this filing, there is no information about the reason for the disposition or any change to company operations or guidance.

Corporate Governance Expert

TL;DR: Insider compliance appears intact; transaction filed promptly and signed by attorney-in-fact.

The Form 4 indicates that required Section 16 reporting was performed for the reporting period, filed by one reporting person, and executed via attorney-in-fact signature dated 08/14/2025. The report covers only a non-derivative disposal of Class A common stock and documents the resulting beneficial ownership. The filing contains no disclosures of related-party arrangements or derivative instruments.

Insider Trade Summary

Net Seller: 2,522 shares

Net Sell 1 txn

Insider Skaruppa Matthew

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Gift	Class A Common Stock	2,522	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 55,701 shares (Direct)

FAQ

What transaction did Matthew Skaruppa report on Form 4 for DUOL?

The Form 4 reports a non-derivative disposition (code G) of 2,522 Class A common shares on 08/14/2025.

How many DUOL shares did Skaruppa own after the reported transaction?

Following the reported transaction, the filing shows 55,701 shares of Class A common stock beneficially owned.

What price was reported for the disposed DUOL shares?

The transaction lists a reported price of $0 for the disposed shares.

Was the Form 4 filed individually or jointly for Matthew Skaruppa?

The filing was submitted as a Form filed by one reporting person (individual filing).

Who signed the Form 4 for Matthew Skaruppa?

The Form 4 was signed on behalf of Matthew Skaruppa by Stephen Chen, as Attorney-in-Fact, dated 08/14/2025.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 08/14/2025 - 04:15 PM Learn about SEC filing dates

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).

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)
08/14/2025

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	08/14/2025		G		2,522	D	$0	55,701	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

Explanation of Responses:

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Matthew Skaruppa	08/14/2025
	** 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.