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

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(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) 12/19/2025 (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 12/22/2025 M(1) 71,430 A $ 0 1,077,422 D Class A common stock 12/22/2025 M(1) 362,304 A $ 0 1,439,726 D

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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	(2)	12/19/2025		A		285,714		(3)	(3)	Class A common stock	285,714	$ 0	285,714	D
Restricted Stock Units	(2)	12/22/2025		M			71,430	(3)	(3)	Class A common stock	71,430	$ 0	214,284	D
CEO Performance Stock Unit	(4)	12/19/2025		A		571,429		(4)	(4)	Class A common stock	571,429	$ 0	571,429	D
Restricted Stock Units	(2)	12/22/2025		M			362,304(5)(6)	(7)	(7)	Class A common stock	362,304	$ 0	452,889	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		12/23/2025
**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)	The restricted stock units settled in Class A Common stock of the Company on December 22, 2025.
(2)	Each restricted stock unit represents a contingent right to receive one share of the Company's Class A common stock.
(3)	As of the grant date, 71,430 restricted stock units have vested. The remaining 214,284 restricted stock units will vest in twelve substantially equal installments over three years on each three month anniversary of January 1, 2025, subject to continuous service with the Company.
(4)	Each performance stock unit represents a contingent right to receive one share of the Company's Class A common stock. The number of securities reported represents the target payout of the award. The number of shares of the Company's Class A common stock payable upon vesting of the award could range from 0% to 200% of target, if and to the extent that the Company's stock price reaches specified levels during the performance period from January 1, 2025 to December 31, 2029. No performance stock units have vested.
(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, 16,303,860 (prior to the Reverse Stock Split, which is equal to 815,193 shares post Reverse Stock Split). Following the reported transactions, 452,889 shares remained unvested (as adjusted for the Company's Reverse Stock Split).
(7)	90,576 restricted stock units reported on this report vested prior to December 22, 2025 but were not settled due to black out restrictions. The remainder will vest in substantially equal quarterly installments thereafter over the following twelve calendar quarters.
Remarks: Exhibit 24.1 See power of attorney attached.

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