VALLI TODD A. 4

4 · Skillz Inc. · Filed Jun 1, 2026

AI-generated summary of this filing

Updated Jun 2, 2026

Skillz (SKLZ) CAO Todd A. Valli Receives Award, Withholds 655 Shares

What Happened

Todd A. Valli, Chief Accounting Officer of Skillz (SKLZ), had 2,206 performance stock units (PSUs) vest and settle into 2,206 Class A shares on June 1, 2026. The shares were recorded at $0.00 per share for the award/settlement.
To cover withholding taxes on the vesting, 655 of those shares were withheld/disposed at $2.51 per share, generating approximately $1,644 in tax payments. The net effect is an increase of 1,551 shares held by Valli.

Key Details

Transaction dates: PSUs certified vested April 10, 2026; settlement/exercise and tax withholding occurred June 1, 2026.
Prices and values: Award/settlement recorded at $0.00 per share; 655 shares withheld at $2.51 for approximately $1,644.
Transaction codes: A = award/grant (PSUs); M = conversion/settlement of derivative into shares; F = shares withheld for tax withholding.
Shares owned after transaction: total post-transaction holdings not reported in this Form 4; net increase from these events = +1,551 shares.
Filing exhibits/remarks: Exhibit 24.1 (power of attorney) attached in the filing.

Context

These were vested performance awards that converted into stock (not an open-market purchase). Withholding of shares to cover taxes is routine and does not necessarily indicate a sell decision or change in sentiment.
Footnotes note the PSUs were granted Oct 1, 2025, vested upon Certification of strategic goals (Apr 10, 2026), and settled into Class A shares on June 1, 2026. The withheld shares represent tax withholding in connection with vesting.

Form 4

Period: 2026-04-10

Chief Accounting Officer

Transactions

Exercise/Conversion
Class A common stock
[F1]
2026-06-01+2,206→ 2,206 total
Tax Payment
Class A common stock
[F2]
2026-06-01$2.51/sh−655$1,644→ 1,551 total
Award
Performance Stock Unit
[F3]
2026-04-10+2,206→ 2,206 total
→ Class A common stock (2,206 underlying)
Exercise/Conversion
Performance Stock Unit
[F3]
2026-06-01−2,206→ 0 total
→ Class A common stock (2,206 underlying)

Footnotes (3)

[F1]The performance stock units settled in Class A common stock of the Company on June 1, 2026.
[F2]Represents shares withheld for payment of withholding taxes in connection with vesting of performance stock unit awards.
[F3]On October 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.

Signature

/s/ Erik Swanson, Attorney-in-Fact|2026-06-01

4 files