Sec Form 4 Filing - Chafkin Casey @ Skillz Inc. - 2024-03-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chafkin Casey 2. Issuer Name and Ticker or Trading Symbol Skillz Inc. [ SKLZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Strategy Officer (Last) (First) (Middle) C/O SKILLZ INC., 6625 BADURA AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2024 (Street) LAS VEGAS, NV89118 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/14/2024 M 3,372 ( 1 ) A $ 0 760,116 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 ) 03/14/2024 M 3,372 ( 3 ) ( 4 ) ( 5 ) ( 5 ) Class A common stock 3,372 $ 0 26,981 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chafkin Casey C/O SKILLZ INC. 6625 BADURA AVENUE LAS VEGAS, NV89118 X Chief Strategy Officer Signatures /s/ Nikul D. Patel, Attorney-in-Fact 03/18/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock units vested and settled in Class A common stock of the Issuer on March 14, 2024. ( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock. ( 3 )On June 23, 2023 (the "Effective Date"), the Class A common stock of the Issuer 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). ( 4 )The grant of restricted stock units was previously reported as covering 1,079,198 shares, 741,948 which remain unvested (prior to the Reverse Stock Split, which is equal to 37,097 shares post Reverse Stock Split). Following the reported transactions, 26,981 shares remained unvested (as adjusted for the Issuer's Reverse Stock Split). ( 5 )Twenty-five percent of the restricted stock unit grant vested on March 14, 2023 and the remainder will vest in substantially equal quarterly installments thereafter over the next three years.

Remarks: See Exhibit 24.1 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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