SEC FORM 4

SEC FORM 4 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^*

Wakeford Kent

(Last)

(First)

(Middle)

C/O SKILLZ INC.

6625 BADURA AVENUE

(Street)

LAS VEGAS

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	12/22/2025		M⁽¹⁾		304	A	$0	2,173	D
Class A common stock	12/22/2025		M⁽¹⁾		16,129	A	$0	18,302	D
Class A common stock								10,000	I⁽²⁾	GRAT
Class A common stock								71,390	I⁽³⁾	Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	12/22/2025		M			304⁽⁵⁾⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Class A common stock	304	$0	0	D
Restricted Stock Units	⁽⁴⁾	12/22/2025		M			16,129	⁽⁸⁾	⁽⁸⁾	Class A common stock	16,129	$0	48,387	D

Explanation of Responses:

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

2. This position is held by a Grantor Retained Annuity Trust, of which Mr. Wakeford is the sole beneficiary and trustee and has investment control over the shares.

3. This position is held by a Trust, of which Mr. Wakeford is the sole grantor, trustee, and beneficiary.

4. Each restricted stock unit represents a contingent right to receive one share of the Issuer'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 24,321 shares, 6,080 which remained unvested (prior to the Reverse Stock Split, which is equal to 304 shares post Reverse Stock Split). Following the reported transactions, no shares remained unvested (as adjusted for the Company's Reverse Stock Split).

7. The restricted stock units reported on this report vested prior to December 22, 2025 but were not settled due to black out restrictions.

8. Twenty-five percent of the restricted stock units vested on July 31, 2025 and the remainder will vest in substantially equal annual installments thereafter over the next three years. The restricted stock units reported on this report vested prior to December 22, 2025 but were not settled due to black out restrictions.

Remarks:

	/s/ Nikul D. Patel, Attorney-in-Fact	12/23/2025
	** 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).
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Director Wakeford Kent converted options into 16,433 shares, increasing direct ownership by 879% to 18,302 units (SEC Form 4)