Duolingo, Inc. 8-K

What Happened

• Duolingo, Inc. filed an 8‑K on Jan 12, 2026 furnishing a press release with a preliminary update on certain operating metrics for the quarter ended Dec 31, 2025 (these are estimates and subject to change). Separately, on Jan 8, 2026 Duolingo announced that CFO Matthew Skaruppa resigned effective when his successor commences, and the Board appointed Gillian Munson as Chief Financial Officer and principal financial and accounting officer effective Feb 23, 2026.

Key Details

• Preliminary Q4 2025 operating metrics were disclosed by press release (Exhibit 99.1); results are the Company’s current estimates and remain subject to closing/review and internal control procedures.
• CFO transition: Matthew Skaruppa resigned Jan 8, 2026; Gillian Munson appointed effective Feb 23, 2026. Neither resignation was due to disagreements with the Company.
• Transition terms for Skaruppa (Transition Agreement dated Jan 9, 2026): advisory employment through Nov 20, 2026; monthly advisory base pay of $32,292 (prorated); continued RSU vesting per original terms, subject to release conditions.
• Munson’s offer (Offer Letter dated Jan 9, 2026): annual base salary $800,000; eligible for participation in the 2021 Incentive Award Plan; a $14 million-indexed Start Date RSU grant (shares determined by dividing $14M by the 30‑day average closing price), effective 30 days after Feb 23, 2026, vesting over four years (25% on Feb 15, 2027, then quarterly). Severance: 12 months’ base salary plus up to 12 months COBRA for a covered termination (additional protections and acceleration apply upon a Change in Control).

Why It Matters

• Investors should note two material items: (1) Duolingo provided preliminary quarterly operating metrics (timing and accuracy subject to change), which could affect short‑term expectations for earnings and revenue when final figures are released; and (2) a senior finance leadership change with a named successor and structured transition. The transition agreement leaves Mr. Skaruppa in an advisory role through Nov 20, 2026 to support continuity, while Ms. Munson’s compensation and substantial RSU grant (indexed to $14M) reflect the board’s investment in her appointment. These are factual governance and compensation developments that can influence investor views on financial leadership, near‑term reporting, and potential equity dilution from awarded RSUs.