Skillz (NYSE: SKLZ) CEO discloses RSU grants and performance stock awards

Rhea-AI Filing Summary

Skillz Inc. insider equity activity: The company’s Chief Executive Officer, who is also a director and 10% owner, reported equity awards and vesting transactions involving Class A common stock and related stock units.

On December 19, 2025, the CEO received 285,714 restricted stock units, each representing a right to one share of Class A common stock, and a CEO performance stock unit award covering 571,429 units. The performance units may pay out from 0% to 200% of this target amount depending on Skillz’s stock price performance from January 1, 2025 through December 31, 2029.

On December 22, 2025, restricted stock units settled into 71,430 and 362,304 shares of Class A common stock at a price of $0, reflecting equity compensation rather than a cash purchase. Following these transactions, portions of the RSU grants remain unvested and will generally vest in substantially equal quarterly installments over three years, and certain units previously vested were settled later due to blackout restrictions. All amounts have been adjusted for Skillz’s 1‑for‑20 reverse stock split.

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^*

Paradise Andrew

(Last) (First) (Middle)

C/O SKILLZ INC.

6625 BADURA AVENUE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

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	12/22/2025		M(1)		71,430	A	$0	1,077,422	D
Class A common stock	12/22/2025		M(1)		362,304	A	$0	1,439,726	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 Units	(2)	12/19/2025		A		285,714		(3)	(3)	Class A common stock	285,714	$0	285,714	D
Restricted Stock Units	(2)	12/22/2025		M			71,430	(3)	(3)	Class A common stock	71,430	$0	214,284	D
CEO Performance Stock Unit	(4)	12/19/2025		A		571,429		(4)	(4)	Class A common stock	571,429	$0	571,429	D
Restricted Stock Units	(2)	12/22/2025		M			362,304(5)(6)	(7)	(7)	Class A common stock	362,304	$0	452,889	D

Explanation of Responses:

1. The restricted stock units settled in Class A Common stock of the Company on December 22, 2025.

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

3. As of the grant date, 71,430 restricted stock units have vested. The remaining 214,284 restricted stock units will vest in twelve substantially equal installments over three years on each three month anniversary of January 1, 2025, subject to continuous service with the Company.

4. Each performance stock unit represents a contingent right to receive one share of the Company's Class A common stock. The number of securities reported represents the target payout of the award. The number of shares of the Company's Class A common stock payable upon vesting of the award could range from 0% to 200% of target, if and to the extent that the Company's stock price reaches specified levels during the performance period from January 1, 2025 to December 31, 2029. No performance stock units have vested.

5. On June 23, 2023 (the "Effective Date"), the Class A common stock of the Company underwent a 1-for-20 reverse stock split (the "Reverse Stock Split"). All amounts of securities listed herein have been adjusted to reflect the effect of the Reverse Stock Split (even if the listed transaction occurred before the Effective Date of the Reverse Stock Split).

6. The grant of restricted stock units was previously reported as covering 28,984,577 shares, 16,303,860 (prior to the Reverse Stock Split, which is equal to 815,193 shares post Reverse Stock Split). Following the reported transactions, 452,889 shares remained unvested (as adjusted for the Company's Reverse Stock Split).

7. 90,576 restricted stock units reported on this report vested prior to December 22, 2025 but were not settled due to black out restrictions. The remainder will vest in substantially equal quarterly installments thereafter over the following twelve calendar quarters.

Remarks:

Exhibit 24.1 See power of attorney attached.

	/s/ Nikul D. Patel, Attorney-in-Fact	12/23/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did the Skillz Inc. (SKLZ) CEO report?

The Chief Executive Officer of Skillz Inc. reported the grant of restricted stock units and CEO performance stock units, along with the settlement of vested units into shares of the company’s Class A common stock on December 22, 2025.

How many restricted stock units did the Skillz (SKLZ) CEO receive?

On December 19, 2025, the CEO received 285,714 restricted stock units, each representing a contingent right to receive one share of Skillz’s Class A common stock.

What are the terms of the CEO performance stock units at Skillz Inc. (SKLZ)?

The CEO received 571,429 performance stock units, each tied to one share of Class A common stock. The actual shares payable can range from 0% to 200% of this target based on the company’s stock price reaching specified levels during the performance period from January 1, 2025 to December 31, 2029. No performance stock units have vested yet.

How many Skillz (SKLZ) RSUs vested or settled on December 22, 2025?

On December 22, 2025, restricted stock units settled into 71,430 and 362,304 shares of Class A common stock, at a price of $0 per share, reflecting the conversion of vested units into shares.

What is the vesting schedule for the Skillz (SKLZ) CEO’s restricted stock units?

As of the grant date, 71,430 restricted stock units had vested. The remaining 214,284 restricted stock units will vest in twelve substantially equal installments over three years on each three‑month anniversary of January 1, 2025, subject to continuous service with Skillz.

How did the Skillz (SKLZ) reverse stock split affect the reported share amounts?

On June 23, 2023, Skillz implemented a 1‑for‑20 reverse stock split of its Class A common stock. All share amounts in the report have been adjusted to reflect this reverse split, including previously reported grants and remaining unvested units.

Why were some Skillz (SKLZ) RSUs settled later despite vesting earlier?

The filing notes that 90,576 restricted stock units had vested before December 22, 2025 but were not settled earlier due to blackout restrictions. The remainder of that grant will vest in substantially equal quarterly installments over the following twelve calendar quarters.