Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Paradise Andrew 2. Issuer Name and Ticker or Trading Symbol Skillz Inc. [SKLZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O SKILLZ INC., 6625 BADURA AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 12/23/2025 (Street) LAS VEGAS, NV 89118 4. If Amendment, Date 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 (City) (State) (Zip) 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) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Paradise Andrew C/O SKILLZ INC. 6625 BADURA AVENUE LAS VEGAS, NV 89118	X	X	Chief Executive Officer

Signatures

/s/ Nikul D. Patel, Attorney-in-Fact		01/09/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.