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Skillz (SKLZ) CFO settles 53,333 PSUs, withholds 12,987 shares for taxes

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

Rhea-AI Filing Summary

Skillz Inc. Chief Financial Officer Gaetano Franceschi exercised and settled performance stock units into common shares, with part withheld for taxes. A grant of 53,333 performance stock units vested after strategic objectives were certified and settled into 53,333 Class A shares on June 1, 2026. Of these, 12,987 shares were withheld at $2.51 per share to cover withholding taxes, leaving Franceschi with 147,426 Class A shares held directly after the transactions.

Positive

  • None.

Negative

  • None.
Insider Franceschi Gaetano
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Performance Stock Unit 53,333 $0.00 --
Exercise Class A common stock 53,333 $0.00 --
Tax Withholding Class A common stock 12,987 $2.51 $33K
Grant/Award Performance Stock Unit 53,333 $0.00 --
Holdings After Transaction: Performance Stock Unit — 0 shares (Direct, null); Class A common stock — 160,413 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 January 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 53,333 units Granted January 1, 2025, eligible to vest on strategic goals
Performance stock units vested and settled 53,333 shares Settled into Class A common stock on June 1, 2026
Shares withheld for taxes 12,987 shares Withheld at $2.51 per share to cover withholding taxes
Shares held after transactions 147,426 shares Class A common stock directly owned by CFO post June 1, 2026
Exercise-related transactions 1 exercise, 53,333 shares Derivative exercise/conversion of performance stock units
Tax-withholding transactions 1 transaction, 12,987 shares Payment of tax liability by delivering securities
performance stock units financial
"The performance stock units settled in Class A common stock of the Company on June 1, 2026."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
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.
strategic objective goals financial
"Eligible to vest based on the Issuer's achievement of certain strategic objective goals."
Compensation Committee financial
"The Compensation Committee of the Issuer's Board of Directors certified that the strategic objective goals had been satisfied."
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.
derivative exercise/conversion financial
"Transaction action listed as derivative exercise/conversion for performance stock units."
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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*
Franceschi Gaetano
(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 Financial 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)53,333A$0160,413D
Class A common stock06/01/2026F(2)12,987D$2.51147,426D
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)04/10/2026A53,333 (3) (3)Class A common stock53,333$053,333D
Performance Stock Unit(3)06/01/2026M53,333 (3) (3)Class A common stock53,333$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 January 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/ Todd A. Valli, 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 did Skillz (SKLZ) CFO Gaetano Franceschi report in this Form 4?

CFO Gaetano Franceschi reported the settlement of 53,333 performance stock units into Class A common stock and the withholding of 12,987 shares for taxes. These transactions reflect equity compensation mechanics rather than open-market buying or selling activity.

How many Skillz (SKLZ) performance stock units vested and settled for the CFO?

A total of 53,333 performance stock units vested for the CFO and settled into 53,333 shares of Class A common stock on June 1, 2026. Vesting followed certification that Skillz met certain strategic objective goals set for the award.

Why were 12,987 Skillz (SKLZ) shares disposed of in this Form 4?

The 12,987 shares were withheld to pay withholding taxes related to the vesting of performance stock unit awards. This tax-withholding disposition is not an open-market sale but an administrative step to satisfy the CFO’s tax obligations on the equity compensation.

What is the CFO’s Skillz (SKLZ) shareholding after these transactions?

Following the settlement of performance stock units and related tax withholding, CFO Gaetano Franceschi directly holds 147,426 shares of Skillz Class A common stock. This figure reflects his updated ownership position after the June 1, 2026 equity compensation events.

How were Skillz (SKLZ) performance stock units earned by the CFO?

The performance stock units were granted on January 1, 2025 and were eligible to vest based on Skillz achieving specified strategic objective goals. On April 10, 2026, the Compensation Committee certified those goals were met, triggering vesting and later settlement into common shares.

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

The transactions were not open-market trades. They involved the vesting and settlement of 53,333 performance stock units into Class A common stock and withholding 12,987 shares for taxes, which are routine equity compensation and tax processes rather than discretionary market purchases or sales.