Chief Executive Officer Paradise Andrew covered exercise/tax liability with 198,532 shares and converted options into 114,386 shares, decreasing direct ownership by 6% to 1,355,577 units (SEC Form 4)
$SKLZ
EDP Services
Technology
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Skillz Inc. [ SKLZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/23/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 35,642(1) | D | $5.03 | 1,404,081 | D | |||
| Class A common stock | 12/23/2025 | F | 35,642(1) | D | $6.82 | 1,368,439 | D | |||
| Class A common stock | 12/23/2025 | F | 35,642(1) | D | $8 | 1,332,797 | D | |||
| Class A common stock | 12/23/2025 | F | 35,642(1) | D | $4.5 | 1,297,155 | D | |||
| Class A common stock | 01/07/2026 | F | 9,370(1) | D | $4.5 | 1,287,785 | D | |||
| Class A common stock | 01/07/2026 | F | 9,370(1) | D | $6.82 | 1,278,415 | D | |||
| Class A common stock | 01/07/2026 | F | 9,370(1) | D | $8 | 1,269,045 | D | |||
| Class A common stock | 01/08/2026 | M(2) | 90,576 | A | $0 | 1,359,621 | D | |||
| Class A common stock | 01/08/2026 | F | 22,056(3) | D | $4.41 | 1,337,565 | D | |||
| Class A common stock | 01/08/2026 | M(2) | 23,810 | A | $0 | 1,361,375 | D | |||
| Class A common stock | 01/08/2026 | F | 5,798(3) | D | $4.41 | 1,355,577 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (4) | 01/08/2026 | M | 90,576(5)(6) | (7) | (7) | Class A common stock | 90,576 | $0 | 362,313 | D | ||||
| Restricted Stock Units | (4) | 01/08/2026 | M | 23,810 | (8) | (8) | Class A common stock | 23,810 | $0 | 190,474 | 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. 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, of which 9,057,780 remained unvested prior to the reported transaction (prior to the Reverse Stock Split, which is equal to 452,889 shares post Reverse Stock Split). Following the reported transactions, 362,313 shares remained unvested (as adjusted for the Company's Reverse Stock Split). |
| 7. 90,576 restricted stock units reported on this report vested on January 1, 2026 and settled on January 8, 2026. The remainder will vest in substantially equal quarterly installments thereafter over the following twelve calendar quarters. |
| 8. 23,810 restricted stock units reported on this report vested on January 1, 2026 and settled on January 8, 2026. The remainder will vest in substantially equal quarterly installments thereafter over the following twelve calendar quarters. |
| 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. | ||
| * 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. | ||