Skaruppa Matthew 4

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.