Skillz (SKLZ) CFO logs RSU conversion and tax withholding share entries

Rhea-AI Filing Summary

Skillz Inc. Chief Financial Officer Gaetano Franceschi reported routine equity compensation activity involving restricted stock units and related tax withholding. On January 8, 2026, 19,048 restricted stock units converted into the same number of shares of Skillz Class A common stock at an exercise price of $0, following vesting on January 1, 2026. The filing explains that several transactions coded “F” on December 23, 2025 and January 7–8, 2026 reflect shares withheld by the company to cover withholding taxes owed upon vesting of previously reported restricted stock unit awards. After these transactions, Franceschi directly beneficially owned 107,080 shares of Skillz Class A common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Franceschi Gaetano

(Last) (First) (Middle)

C/O SKILLZ INC.

6625 BADURA AVE

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Skillz Inc. [ SKLZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	12/23/2025		F		15,915(1)	D	$5.61	106,586	D
Class A common stock	01/07/2026		F		4,639(1)	D	$4.5	101,947	D
Class A common stock	01/07/2026		F		4,639(1)	D	$6.82	97,308	D
Class A common stock	01/07/2026		F		4,638(1)	D	$8	92,670	D
Class A common stock	01/08/2026		M(2)		19,048	A	$0	111,718	D
Class A common stock	01/08/2026		F		4,638(3)	D	$4.41	107,080	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(4)	01/08/2026		M			19,048	(5)	(5)	Class A common stock	19,048	$0	0	D

Explanation of Responses:

1. Represents shares withheld for payment of withholding taxes in connection with vesting of previously reported restricted stock unit awards.

2. The restricted stock units settled in Class A common stock of the Company on January 8, 2026.

3. Represents shares withheld for payment of withholding taxes in connection with vesting of restricted stock unit awards.

4. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A common stock.

5. 19,048 restricted stock units vested on January 1, 2026 and settled on January 8, 2026.

Remarks:

	/s/ Nikul D. Patel, Attorney-in-Fact	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Skillz (SKLZ) disclose for its CFO?

The filing shows Chief Financial Officer Gaetano Franceschi had restricted stock units convert into Skillz Class A common stock, and some of the resulting shares were withheld to cover tax obligations tied to those equity awards.

How many Skillz (SKLZ) restricted stock units vested for the CFO?

The filing states that 19,048 restricted stock units vested on January 1, 2026 and settled in Skillz Class A common stock on January 8, 2026, with each unit converting into one share.

Were the Skillz (SKLZ) CFO’s transactions open-market sales?

The transactions coded "F" are described as shares withheld for payment of withholding taxes in connection with the vesting of restricted stock unit awards, rather than discretionary open-market sales.

What does transaction code "M" mean in this Skillz (SKLZ) Form 4?

The code "M" refers to the conversion of restricted stock units into shares of Skillz Class A common stock. In this case, 19,048 units converted into the same number of shares at a price of $0 per share.

How many Skillz (SKLZ) shares does the CFO own after these transactions?

Following the reported vesting, settlement, and tax withholding, Chief Financial Officer Gaetano Franceschi directly beneficially owned 107,080 shares of Skillz Class A common stock.

Why were multiple tax-withholding transactions reported for Skillz (SKLZ) CFO?

The footnotes explain that several entries coded "F" on December 23, 2025 and January 7–8, 2026 represent shares withheld to pay withholding taxes related to vesting of restricted stock unit awards.