Skillz Inc. (NYSE: SKLZ) details CFO exit deal and names Michael Darwal

Rhea-AI Filing Summary

Skillz Inc. reported a planned CFO transition. Gaetano Franceschi’s employment as Chief Financial Officer will end without cause on January 12, 2026, with continued employment through January 31, 2026 to provide transition services. The company states his departure is not related to its financial or operating results or to any disagreements about financial reporting.

Under a transition and separation agreement, Franceschi will continue to receive his $400,000 annual base salary through the termination date and is scheduled to receive 2025 time-based and performance-based RSU awards, each with a grant date value of $400,000, plus severance benefits under the non‑change‑in‑control severance plan and eligibility for an earned 2025 bonus. Effective January 12, 2026, Skillz will appoint Michael Darwal as its new CFO, with a $400,000 base salary, a $400,000 target annual incentive, and 2026 equity awards totaling $400,000 in RSUs and performance stock units that vest over a three-year period.

Insights

Corporate governance analyst

Skillz sets up an orderly CFO handoff with defined pay and equity terms.

Skillz Inc. is managing a CFO change by clearly staging Gaetano Franceschi’s exit. His role as Chief Financial Officer ends on January 12, 2026, but he stays employed through January 31, 2026 to provide transition services. The company explicitly notes that his termination is not related to financial or operating results or to disagreements over financial or reporting practices, which helps frame this as a planned leadership change rather than a performance issue.

The transition and separation agreement provides continued base salary of $400,000, 2025 time-based and performance-based equity awards each with a grant date value of $400,000, severance under the non‑change‑in‑control severance plan, and eligibility for an earned 2025 bonus. These terms are typical of senior executive severance and aim to support continuity during the transition period.

Effective the same January 12, 2026 date, Michael Darwal becomes CFO with a $400,000 base salary, $400,000 target annual incentive, and 2026 equity awards of $200,000 in RSUs and $200,000 in performance stock units vesting over three years. His background in finance, investor relations, and digital roles at ibex Digital and other companies provides relevant experience; future company disclosures will show how his leadership influences Skillz’s financial strategy and execution.

FALSE000180166100018016612024-08-122024-08-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 12, 2025

SKILLZ INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39243

84-4478274

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

6625 Badura Avenue

Las Vegas, Nevada 89118

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (415) 762-0511

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

SKLZ

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Officers.

Departure of Gaetano Franceschi

On December 17, 2025, Mr. Franceschi and Skillz Inc. (the “Company”) entered into a transition and separation agreement (the “Transition and Separation Agreement”) providing for the termination of Mr. Franceschi’s employment without cause as Chief Financial Officer of the Company, effective as of January 12, 2026 (the “Effective Date”). Mr. Franceschi’s termination was approved by the board of directors of the Company (the “Board”) on December 12, 2025. Following the Effective Date, Mr. Franceschi will remain employed with the Company through January 31, 2026 (the “Termination Date”) and will provide transition services to the Company in such capacity. Mr. Franceschi’s termination was not related to the Company’s financial or operating results or to any disagreements or concerns regarding the Company’s financial or reporting practices. For purposes of the previously disclosed Skillz Inc. Executive Severance and Change in Control Plan (the “Executive Severance Plan”), Mr. Franceschi’s termination will be treated as a “Non-CIC Qualifying Termination.”

Pursuant to the Transition and Separation Agreement, Mr. Franceschi will, among other things, (a) continue to receive his current annual base salary of $400,000 until the Termination Date, less applicable taxes and withholding, payable in accordance with the Company’s normal payroll cycle, (b) receive his 2025 annual time-based restricted stock unit award covering shares of the Company’s Class A common stock (the “RSUs”) with a grant date value equal to $400,000, which will be vested on the Termination Date consistent with the terms of Mr. Franceschi’s offer letter with the Company (the “Franceschi Offer Letter”), (c) receive his 2025 annual performance-based restricted stock unit award covering shares of the Company’s Class A common stock (the “PSUs”) with a grant date value equal to $400,000, which will be vested on the Termination Date consistent with the terms of the Franceschi Offer Letter, provided that Mr. Franceschi remains employed by the Company through such date and subject to the Company’s achievement of the applicable performance goals, (d) receive separation payments and benefits pursuant to the “Non-CIC Qualifying Termination” provisions of the Executive Severance Plan, (e) be eligible to receive his earned but unpaid annual bonus for 2025, to be paid in the same manner and at the same time as for all other executive participants in the Company’s annual bonus program, and (f) remain eligible to participate in the Company’s employee benefit plans through the Termination Date. The Transition and Separation Agreement includes a customary waiver and release of claims in favor of the Company and an acknowledgment that he remains subject to certain restrictive covenants set forth in the Transition and Separation Agreement. The foregoing description of the Transition and Separation Agreement is a summary only and is qualified in its entirety by reference to the full text of the Transition and Separation Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Appointment of New Chief Financial Officer

Effective as of the Effective Date, Michael Darwal, 42, will be appointed as the Chief Financial Officer of the Company, succeeding Mr. Franceschi in such role. Mr. Darwal previously served as the Deputy CFO and President of ibex Digital (NASDAQ: IBEX) from July 2025 until December 2025, as Deputy CFO and EVP of Investor Relations of ibex Digital from September 2022 to July 2025, and the Chief Digital Officer of ibex Digital and in various other roles at its predecessor company, Digital Globe Services, from November 2013 until September 2022. For the decade prior to joining Digital Globe Services, Mr. Darwal held leadership roles in finance, operations, and innovation at an early Facebook marketing agency, Ampush Media, as well as other public companies, Del Monte Foods and Progressive Insurance. Mr. Darwal holds a B.S.B.A. in Accounting and Information Systems from The Ohio State University.

Pursuant to an offer letter (the “Darwal Offer Letter”) that Mr. Darwal entered into with the Company and approved by the Board and the Compensation Committee of the Board on December 15, 2025, Mr. Darwal will be paid a salary of $400,000 per year. Mr. Darwal will be eligible to receive annual target incentive compensation of $400,000, subject to achievement of certain performance goals. Mr. Darwal will be eligible to receive a restricted stock unit award covering shares of the Company’s Class A common stock (the “RSUs”) with a grant date value equal to $200,000 during fiscal year 2026, which will vest in twelve substantially equal installments on each three month anniversary of the date of grant, subject to Mr. Darwal’s continued service with the Company (“Service”), such that the RSUs will be fully vested after three years of Service following the date of grant. During fiscal year 2026, Mr. Darwal will also be eligible to receive a performance stock unit award covering shares of the Company’s Class A common stock with a grant date value equal to $200,000, which will vest at the end of a three-year performance period beginning on January 1, 2026 and continuing until December 31, 2028 (the “Performance Period”) subject to (i) achievement of Company goals consistent with the Company goals set annually by the Company during each of the three years during the Performance Period and (ii) Mr. Darwal’s continued Service with the Company through the end of the Performance Period. The foregoing description of the Darwal Offer Letter is a summary only and is qualified in its entirety by reference to the full text of the Darwal Offer Letter which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. Mr. Darwal will be subject to the Executive Severance Plan, subject to execution of a customary participation agreement. There are no family relationships between Mr. Darwal and any of the directors or executive officers of the Company, and there are no transactions in which Mr. Darwal has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Darwal and any other person pursuant to which Mr. Darwal was appointed as an officer of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

10.1

Transition and Separation Agreement, dated December 17, 2025, between Skillz Inc. and Gaetano Franceschi

10.2

Offer Letter, dated December 15, 2025, between Skillz Inc. and Michael Darwal

104

Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SKILLZ INC.
			By:			/s/ Todd A. Valli
			Name:			Todd A. Valli
			Title:			Chief Accounting Officer
Date: December 18, 2025

FAQ

What executive leadership change did Skillz (SKLZ) announce?

Skillz announced that Gaetano Franceschi will cease serving as Chief Financial Officer effective January 12, 2026, and that Michael Darwal will be appointed as the new CFO on that same date.

Why is Skillz CFO Gaetano Franceschi leaving the company?

Skillz states that Mr. Franceschi’s employment as CFO is being terminated without cause and that his termination is not related to the company’s financial or operating results or to any disagreements or concerns regarding its financial or reporting practices.

What compensation will Gaetano Franceschi receive in his Skillz separation?

Under a transition and separation agreement, Mr. Franceschi will continue to receive his $400,000 annual base salary through January 31, 2026, is scheduled to receive 2025 time-based and performance-based RSU awards each with a grant date value of $400,000, will receive separation payments and benefits under the non‑change‑in‑control severance plan, and remains eligible for his earned 2025 annual bonus.

What are the key employment terms for new Skillz CFO Michael Darwal?

Under his offer letter, Mr. Darwal will receive a $400,000 annual base salary and be eligible for $400,000 in annual target incentive compensation. In fiscal 2026, he is eligible for RSUs with a $200,000 grant date value that vest quarterly over three years and performance stock units with a $200,000 grant date value that vest after a three-year performance period ending December 31, 2028, subject to company goals and continued service.

How long will Gaetano Franceschi remain at Skillz during the transition?

Although Mr. Franceschi’s CFO role ends on January 12, 2026, he will remain employed by Skillz through January 31, 2026 to provide transition services under the terms of the transition and separation agreement.

Does Skillz describe any issues with its financial reporting related to the CFO change?

No. Skillz specifically states that Mr. Franceschi’s termination as CFO is not related to the company’s financial or operating results and is not due to any disagreements or concerns regarding its financial or reporting practices.