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Skillz (SKLZ) CAO Valli settles 2,206 PSUs and withholds 655 shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Skillz Inc. Chief Accounting Officer Todd A. Valli reported compensation-related equity activity involving performance stock units and Class A common stock. On April 10, 2026, 2,206 performance stock units granted on October 1, 2025 became eligible to vest after the Compensation Committee certified that strategic objective goals had been satisfied. On June 1, 2026, these units settled into 2,206 shares of Class A common stock, and 655 of those shares were withheld to cover withholding taxes tied to the vesting. Following these transactions, Valli directly holds 1,551 shares of Class A common stock.

Positive

  • None.

Negative

  • None.
Insider VALLI TODD A.
Role Chief Accounting Officer
Type Security Shares Price Value
Exercise Performance Stock Unit 2,206 $0.00 --
Exercise Class A common stock 2,206 $0.00 --
Tax Withholding Class A common stock 655 $2.51 $2K
Grant/Award Performance Stock Unit 2,206 $0.00 --
Holdings After Transaction: Performance Stock Unit — 0 shares (Direct, null); Class A common stock — 2,206 shares (Direct, null)
Footnotes (1)
  1. The performance stock units settled in Class A common stock of the Company on June 1, 2026. Represents shares withheld for payment of withholding taxes in connection with vesting of performance stock unit awards. On October 1, 2025, the reporting person was granted performance stock units that were eligible to vest based on the Issuer's achievement of certain strategic objective goals. On April 10, 2026, the Compensation Committee of the Issuer's Board of Directors certified that the strategic objective goals had been satisfied, resulting in the vesting of these units. On June 1, 2026, the units settled into shares of Class A common stock.
Performance stock units granted 2,206 units Granted on October 1, 2025
Units settled into stock 2,206 shares Settled into Class A common stock on June 1, 2026
Shares withheld for taxes 655 shares Withheld to cover tax obligations on June 1, 2026
Shares held after transactions 1,551 shares Direct Class A common stock holdings following June 1, 2026 events
Performance Stock Unit financial
"The performance stock units settled in Class A common stock of the Company on June 1, 2026."
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
withholding taxes financial
"Represents shares withheld for payment of withholding taxes in connection with vesting of performance stock unit awards."
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
vesting financial
"On April 10, 2026, the Compensation Committee of the Issuer's Board of Directors certified that the strategic objective goals had been satisfied, resulting in the vesting of these units."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Compensation Committee financial
"On April 10, 2026, the Compensation Committee of the Issuer's Board of Directors certified that the strategic objective goals had been satisfied, resulting in the vesting of these units."
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
VALLI TODD A.
(Last)(First)(Middle)
C/O SKILLZ INC.
6625 BADURA AVENUE
(Street)
LAS VEGAS NEVADA 89118
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Skillz Inc. [ SKLZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A common stock06/01/2026M(1)2,206A$02,206D
Class A common stock06/01/2026F(2)655D$2.511,551D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Unit(3)04/10/2026A2,206 (3) (3)Class A common stock2,206$02,206D
Performance Stock Unit(3)06/01/2026M2,206 (3) (3)Class A common stock2,206$00D
Explanation of Responses:
1. The performance stock units settled in Class A common stock of the Company on June 1, 2026.
2. Represents shares withheld for payment of withholding taxes in connection with vesting of performance stock unit awards.
3. On October 1, 2025, the reporting person was granted performance stock units that were eligible to vest based on the Issuer's achievement of certain strategic objective goals. On April 10, 2026, the Compensation Committee of the Issuer's Board of Directors certified that the strategic objective goals had been satisfied, resulting in the vesting of these units. On June 1, 2026, the units settled into shares of Class A common stock.
Remarks:
Exhibit 24.1 (see power of attorney attached)
/s/ Erik Swanson, Attorney-in-Fact06/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider equity transactions did Skillz (SKLZ) report for Todd A. Valli?

Skillz reported that Chief Accounting Officer Todd A. Valli had 2,206 performance stock units vest and settle into Class A common stock. Of these, 655 shares were withheld to cover tax obligations, leaving him with 1,551 directly held shares after the transactions.

Were Todd A. Valli’s Skillz (SKLZ) transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect vesting and settlement of 2,206 performance stock units into Class A common stock, with 655 shares withheld to pay taxes, a routine compensation and tax-withholding event rather than discretionary market trading.

How many Skillz (SKLZ) shares does Todd A. Valli hold after these Form 4 transactions?

After the reported transactions, Chief Accounting Officer Todd A. Valli directly holds 1,551 shares of Skillz Class A common stock. This reflects the 2,206 shares issued upon unit settlement, reduced by 655 shares withheld to satisfy tax withholding obligations linked to the vesting event.

What triggered the vesting of Todd A. Valli’s Skillz (SKLZ) performance stock units?

Vesting was triggered when the Compensation Committee certified that strategic objective goals were achieved. These performance stock units were originally granted on October 1, 2025 and, after certification on April 10, 2026, they became eligible to vest and later settled into Class A common shares.

When did Todd A. Valli’s Skillz (SKLZ) performance stock units settle into common stock?

The performance stock units settled into Class A common stock on June 1, 2026. At that time, 2,206 units converted into an equal number of shares, and 655 of those shares were simultaneously withheld by the company to cover required tax withholding obligations.

How many Skillz (SKLZ) shares were withheld for taxes from Todd A. Valli’s award?

A total of 655 shares of Skillz Class A common stock were withheld for taxes. These shares were taken from the 2,206 shares issued upon settlement of performance stock units, specifically to satisfy withholding tax liabilities associated with the vesting event.