VALLI TODD A. 4

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.