Skillz Inc. 8-K

What Happened

• Skillz Inc. announced that, following delays in filing its 2024 Form 10-K and 2025 Form 10-Qs, the company completed its routine 2025 long‑term equity grants on December 19, 2025. The Board, following a special committee review, approved equity awards for CEO and controlling stockholder Andrew Paradise with a grant‑date fair value totaling $6.0 million.
• The CEO awards include $1.5M in restricted stock units (RSUs), $1.5M in performance stock units (PSUs) as the regular 2025 long‑term incentive (collectively $3.0M), plus a $3.0M one‑time Special PSU Award tied to stock‑price milestones. The awards use a VWAP pricing method based on the 90‑day VWAP as of December 31, 2024.

Key Details

• Grant date: December 19, 2025; VWAP reference date: December 31, 2024.
• RSU vesting: 12 equal installments every three months beginning January 1, 2025 (fully vested after ~3 years); three installments have already vested.
• PSUs: 3‑year performance period (Jan 1, 2025–Dec 31, 2027); payout 0%–200% based on annual performance goals (first year goals: Adjusted EBITDA and net gaming revenue).
• Special PSUs: 4‑year performance window tied to eight stock‑price milestones ($9.00 to $19.00 measured by 30‑trading day VWAP); tranche payouts 0%–200%, with no vesting unless VWAP ≥ $9.00.
• Termination and change‑in‑control provisions specify pro‑rata vesting in many non‑fault terminations and certification by the Compensation Committee.

Why It Matters

• For investors, this filing shows the CEO is being awarded multi‑year incentives that align pay with operating metrics and stock price milestones; the Special PSUs are explicitly designed to reward stock‑price improvement above $9.00 up to $19.00.
• The awards may lead to future dilution if and when units vest and convert to Class A shares; vesting outcomes depend on company performance, stock price levels, and continued service.
• The grants were reviewed by a special committee of independent directors, a notable governance step given Mr. Paradise’s role as controlling stockholder and executive.

(Refer to the filing for the full award agreements — Exhibits 10.1 and 10.2 — for complete terms.)