Skaruppa Matthew 4
4 · Duolingo, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Duolingo CFO Matthew Skaruppa Sells Shares
What Happened
- Matthew Skaruppa, Chief Financial Officer of Duolingo (DUOL), sold a total of 5,856 shares in open-market transactions on February 17–18, 2026, for aggregate proceeds of about $658,304. Individual sales reported:
- 2026-02-17: 1,870 shares at $110.06 — $205,812
- 2026-02-18: 1,626 shares at $112.26 — $182,529
- 2026-02-18: 236 shares at $113.37 — $26,755
- 2026-02-18: 1,764 shares at $114.35 — $201,705
- 2026-02-18: 360 shares at $115.29 — $41,503
- These were sales (not purchases), which are generally treated as routine insider dispositions rather than direct bullish signals.
Key Details
- Transaction dates: Feb 17, 2026 and Feb 18, 2026; Form 4 filed Feb 20, 2026.
- Prices reported: individual weighted-average prices shown above; broker-reported ranges for multi-trade blocks were $111.83–112.80, $112.83–113.77, $113.83–114.75, and $114.90–115.55 (see footnotes F3–F6).
- Shares owned after transaction: not specified in the summary data provided here — see the Form 4 for post-transaction beneficial ownership.
- Notable footnotes: some shares were automatically sold to satisfy tax withholding on RSU vesting (F1); at least one sale was effected under a Rule 10b5-1 trading plan adopted May 27, 2025 (F2); other footnotes (F3–F6) explain weighted-average pricing across multiple executions.
- Timeliness: Form 4 was filed Feb 20; because a Feb 17 trade must generally be reported within two business days, the Feb 17 sale appears to have been reported one business day late.
Context
- Tax-withholding sales tied to RSU vesting and trades under an existing 10b5-1 plan are common mechanisms for insiders to meet tax obligations or follow pre-set selling schedules; these actions are typically considered routine and do not necessarily indicate a change in the insider’s view of the company.
- No purchases, option exercises, or gifts were reported in this filing. For full details (exact post-sale holdings and per-trade prices within the reported ranges), consult the filed Form 4.
Insider Transaction Report
Form 4
Duolingo, Inc.DUOL
Skaruppa Matthew
Chief Financial Officer
Transactions
- Sale
Class A Common Stock
[F1]2026-02-17$110.06/sh−1,870$205,812→ 35,617 total - Sale
Class A Common Stock
[F2][F3]2026-02-18$112.26/sh−1,626$182,529→ 33,991 total - Sale
Class A Common Stock
[F2][F4]2026-02-18$113.37/sh−236$26,755→ 33,755 total - Sale
Class A Common Stock
[F2][F5]2026-02-18$114.35/sh−1,764$201,705→ 31,991 total - Sale
Class A Common Stock
[F2][F6]2026-02-18$115.29/sh−360$41,503→ 31,631 total
Footnotes (6)
- [F1]Represents shares automatically sold to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs") and delivery of shares.
- [F2]The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 27, 2025.
- [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 $111.83 to $112.80, 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.
- [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 $112.83 to $113.77, 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.
- [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 $113.83 to $114.75, 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.
- [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 $114.90 to $115.55, 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.
Signature
/s/ Stephen Chen, as Attorney-in-Fact for Matthew Skaruppa|2026-02-19