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Item 5.02.
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Officers.
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As previously disclosed on a Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "SEC") on December 18, 2025 (the "Prior 8-K"), Skillz Inc. (the "Company") appointed Michael Darwal as its Chief Financial Officer effective as of January 12, 2026 (the "Effective Date"), succeeding Gaetano Franceschi in such role as of such date. On December 23, 2025, Mr. Darwal notified that Company of his decision to withdraw his acceptance of the Chief Financial Officer position, effective immediately, and therefore he will not be appointed as Chief Financial Officer effective as of the Effective Date, as previously disclosed by the Prior 8-K.
In connection with the foregoing, the Company and Mr. Franceschi have entered into a side letter (the "Side Letter") with respect to that certain Transition and Separation Agreement, dated December 17, 2025 (the "Transition and Separation Agreement"), described in the Prior 8-K. Pursuant to the Side Letter, Mr. Franceschi's Termination Date (as such term is defined in the Transition and Separation Agreement), will be extended until March 31, 2026, with the Company's option to further extend through June 30, 2026. Mr. Franceschi will continue in the position of Chief Financial Officer until a permanent successor is appointed and will continue to receive the same base salary and benefits as provided to executive officers in the ordinary course, and will be eligible to receive a 2026 annual bonus opportunity consistent with Mr. Franceschi's offer letter with the Company, dated as of October 17, 2023, prorated based on Mr. Franceschi's Termination Date, and which will be paid based on the Company's actual performance at the same time as 2026 bonuses are paid to similarly situated executives. The terms and conditions of the Transition and Separation Agreement otherwise remain unchanged.
The Company is conducting a search to identify a permanent successor for the Chief Financial Officer position and will announce a successor at the conclusion of the on-going search process.