Matthew Skaruppa - 26 Aug 2025 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Reporting relationship: Chief Financial Officer
Issuer ticker: DUOL
Reported as of: 26 Aug 2025
Net transaction value: -$3,451,451
SEC form: 4
Accepted by SEC: 28 Aug 2025, 16:37:06 UTC
Prior SEC filing: 18 Aug 2025
Next SEC filing: 19 Nov 2025
Source filing: View source filing
Reporting owner signature: /s/ Stephen Chen, as Attorney-in-Fact for Matthew Skaruppa

Key filing fact

Matthew Skaruppa filed Form 4 for Duolingo, Inc. (DUOL) on 28 Aug 2025.

Key facts

This page summarizes Matthew Skaruppa's Form 4 filing for Duolingo, Inc. (DUOL).
12 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 28 Aug 2025, 16:37.

Change

Previous filing in this sequence was filed on 18 Aug 2025.
Current net transaction value: -$3,451,451.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001869669 Primary reporting owner

Skaruppa Matthew

Relationship: Chief Financial Officer
Address: C/O DUOLINGO, INC., 5900 PENN AVENUE, PITTSBURGH
Signature: /s/ Stephen Chen, as Attorney-in-Fact for Matthew Skaruppa
Signature date: 28 Aug 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DUOL transaction

Class A Common Stock

Options Exercise

Transaction value: $19,871
Shares: +1,378
Change %: +2.6%
Price: $14.42
Shares after: 54,282
Date: 26 Aug 2025
Ownership: Direct

DUOL transaction

Class A Common Stock

Sale

Transaction value: $155,689
Shares: -500
Change %: -0.92%
Price: $311.38
Shares after: 53,782
Date: 26 Aug 2025
Ownership: Direct
Footnotes: F1, F2

DUOL transaction

Class A Common Stock

Sale

Transaction value: $93,801
Shares: -300
Change %: -0.56%
Price: $312.67
Shares after: 53,482
Date: 26 Aug 2025
Ownership: Direct
Footnotes: F1, F3

DUOL transaction

Class A Common Stock

Sale

Transaction value: $237,193
Shares: -755
Change %: -1.4%
Price: $314.16
Shares after: 52,727
Date: 26 Aug 2025
Ownership: Direct
Footnotes: F1, F4

DUOL transaction

Class A Common Stock

Sale

Transaction value: $442,004
Shares: -1,402
Change %: -2.7%
Price: $315.27
Shares after: 51,325
Date: 26 Aug 2025
Ownership: Direct
Footnotes: F1, F5

DUOL transaction

Class A Common Stock

Sale

Transaction value: $727,674
Shares: -2,301
Change %: -4.5%
Price: $316.24
Shares after: 49,024
Date: 26 Aug 2025
Ownership: Direct
Footnotes: F1, F6

DUOL transaction

Class A Common Stock

Sale

Transaction value: $253,954
Shares: -800
Change %: -1.6%
Price: $317.44
Shares after: 48,224
Date: 26 Aug 2025
Ownership: Direct
Footnotes: F1, F7

DUOL transaction

Class A Common Stock

Sale

Transaction value: $477,855
Shares: -1,501
Change %: -3.1%
Price: $318.36
Shares after: 46,723
Date: 26 Aug 2025
Ownership: Direct
Footnotes: F1, F8

DUOL transaction

Class A Common Stock

Sale

Transaction value: $223,530
Shares: -700
Change %: -1.5%
Price: $319.33
Shares after: 46,023
Date: 26 Aug 2025
Ownership: Direct
Footnotes: F1, F9

DUOL transaction

Class A Common Stock

Sale

Transaction value: $352,555
Shares: -1,100
Change %: -2.4%
Price: $320.50
Shares after: 44,923
Date: 26 Aug 2025
Ownership: Direct
Footnotes: F1, F10

DUOL transaction

Class A Common Stock

Sale

Transaction value: $507,065
Shares: -1,578
Change %: -3.5%
Price: $321.33
Shares after: 43,345
Date: 26 Aug 2025
Ownership: Direct
Footnotes: F1, F11

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DUOL transaction Derivative

Stock Option (Right to Buy)

Options Exercise

Transaction value: $0
Shares: -1,378
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 26 Aug 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 1,378
Exercise price: $14.42
Footnotes: F12

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 12 footnotes

Footnote F1

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

Footnote F2

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.

Footnote F3

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.

Footnote F4

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.

Footnote F5

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.

Footnote F6

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.

Footnote F7

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.

Footnote F8

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.

Footnote F9

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.

Footnote F10

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.

Footnote F11

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.

Footnote F12

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