DUOL Form 4: CFO Skaruppa RSU Withholding Sale of 2,797 Shares

Rhea-AI Filing Summary

Duolingo CFO Matthew Skaruppa sold 2,797 shares of Class A common stock on 08/15/2025 at $329.03 per share, leaving him with 52,904 shares directly held. The Form 4 states the sale was made to satisfy tax withholding obligations arising from the vesting and delivery of Restricted Stock Units (RSUs). The transaction is reported as a routine disposition tied to compensation-related vesting rather than an open-market investment decision.

Positive

• Sale was explicitly for tax withholding on RSU vesting, clarifying the motive and reducing speculative interpretation
• Reporting shows direct beneficial ownership of 52,904 shares after the transaction, providing transparency about current holdings

Negative

• Insider disposed of 2,797 shares, which reduces the officer's direct stake by that amount
• Transaction executed at $329.03 per share, realizing proceeds but also indicating insider liquidity

Insights

Financial Analyst

TL;DR: A routine RSU tax-withholding sale; small relative to total holdings and not a strategic disposition.

The reported sale of 2,797 shares at $329.03 appears to be a mechanistic sale to cover payroll tax obligations from RSU vesting, as the filer explains. Ending direct ownership of 52,904 shares remains material for an individual officer but the transaction itself is non-dispositive for firm valuation. No derivative activity or additional transfers are reported, and the price reflects the execution on the stated date.

Corporate Governance Expert

TL;DR: Insider sale tied to compensation; compliant disclosure with clear RSU withholding explanation.

The Form 4 provides a clear explanation that the sale satisfied tax withholding on RSU vesting, which is standard practice and aligns with Rule 16 reporting norms. The filing shows individual, not joint, reporting and indicates direct ownership post-transaction. There are no signs of atypical acceleration, planned-sale language, or related-party transfers in this report.

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

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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)
08/15/2025

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	08/15/2025		S		2,797(1)	D	$329.03	52,904	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:

1. Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs") and delivery of shares.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for Matthew Skaruppa	08/18/2025
	** 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 did Duolingo (DUOL) CFO Matthew Skaruppa report on Form 4?

He reported a sale of 2,797 Class A shares on 08/15/2025 to satisfy tax withholding from RSU vesting, leaving 52,904 shares beneficially owned.

Why were the 2,797 shares sold according to the filing?

The filing states the shares were automatically sold to satisfy tax withholding obligations in connection with the vesting and delivery of Restricted Stock Units.

At what price were the shares sold?

The reported sale price was $329.03 per share for the 2,797 Class A common shares.

Does the Form 4 indicate joint filing or multiple reporting persons?

The Form 4 was filed by one reporting person, indicating this is an individual disclosure for Matthew Skaruppa.

Was any derivative activity reported in this Form 4?

No derivative securities or option transactions are reported in the provided Form 4 content.