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Skillz Inc.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

FIRY$12.47+5.2%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 15. Exhibits and Financial Statement Schedules

(a) We have filed the following documents as part of this Annual Report:

  1. Financial Statements

Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report.

All schedules have been omitted as they are either not required or not applicable or the required information is included in the Consolidated Financial Statements or notes thereto.

  1. Exhibits

The documents listed in the Exhibit Index of this Annual Report are incorporated by reference or are filed with this Annual Report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

Exhibit No.Exhibit DescriptionFormExhibitFiling Date
2.1Merger Agreement, dated as of September 1, 2020, by and among Flying Eagle Acquisition Corp., FEAC Merger Sub Inc., Skillz Inc., and Andrew Paradise, solely in his capacity as representative of the stockholders of Skillz Inc.8-K(1)2.19/2/2020
2.2Agreement and Plan of Merger, dated as of June 1, 2021, by and among Skillz Inc., Spades Merger Sub I, Spades Merger Sub II, RZR Inc. and Shareholder Representative Services8-K2.16/2/2021
3.1Fifth Amended and Restated Certificate of Incorporation8-K3.112/11/2024
3.2Amended and Restated Bylaws of Skillz Inc.8-K3.212/21/2020
4.1Form of Specimen Class A Common Stock Certificate of Skillz Inc.8-K4.112/21/2020
4.2Description of Skillz Inc.’s Securities
4.3Indenture, dated as of December 20, 2021, among Skillz Inc., each of the guarantors party thereto and UMB Bank, N.A., as Trustee8-K4.112/20/2021
4.4First Supplemental Indenture, dated April 13, 2023, by and among Skillz Inc. the guarantors party thereto and UMB Bank, N.A., as trustee and collateral agent8-K4.14/14/2023
4.5Form of 10.250% Note due 2026 (included as Exhibit A to Exhibit 4.4)8-K4.212/20/2021
10.1+Skillz Inc. 2020 Omnibus Incentive PlanS-4(1)Annex F9/8/2020
10.2+Amendment No. 1 to the Skillz Inc. 2020 Omnibus Incentive Plan10-Q10.28/8/2023
10.3+Skillz Inc. 2020 Employee Stock Purchase PlanS-4(1)Annex G9/8/2020
10.4+Amendment No. 1 to the Skillz Inc. 2020 Employee Stock Purchase Plan10-Q10.18/8/2023
10.5+Amendment No. 1 to the RZR, Inc. 2010 Stock Plan10-Q10.38/8/2023
10.6+Form of Indemnification Agreement8-K10.12/26/2021
10.7Support Agreement, dated as of September 1, 2020, by and among Flying Eagle Acquisition Corp. and certain Supporting Stockholders of Skillz Inc.8-K(1)10.39/2/2020
10.8Eighth Amended and Restated Investors’ Rights Agreement, dated September 1, 2020, by and among Flying Eagle Acquisition Corp., Skillz Inc. and certain of its stockholders8-K(1)10.29/2/2020
10.9†Earnout Escrow Agreement, dated December 16, 2020 by and among Skillz Inc., Andrew Paradise, solely in his capacity as representative of the stockholders of Skillz Inc., Eagle Equity Partners II LLC and Continental Stock Transfer & Trust Company8-K10.612/21/2020
10.10Director Nomination Agreement, dated December 16, 2020, by and between Skillz Inc. and Eagle Equity Partner II, LLC8-K10.712/21/2020
10.11Note Cancellation Agreement dated as of December 16, 2020 by and between Skillz Inc. and Andrew Paradise8-K10.812/21/2020
10.12Note Cancellation Agreement dated as of December 16, 2020 by and between Skillz Inc. and Casey Chafkin8-K10.912/21/2020
10.13†*Amendment to Skillz Online Developer Terms and Conditions of Service, dated January 15, 2020, by and between Skillz Inc and Tether Studios, Inc.S-4(1)10.911/2/2020
10.14+Form of Option Agreement8-K10.1112/21/2020
10.15+Skillz Inc. Executive Severance and Change in Control Plan8-K10.1212/21/2020
10.16+Form of Severance Plan Participation Agreement8-K10.1312/21/2020
10.17Investor Rights Agreement dated September 1, 2020 by and among Flying Eagle Acquisition Corp., Skillz Inc., and the stockholders named therein8-K10.1412/21/2020
10.18+Offer Letter, signed by Skillz Inc. and Jason Roswig, dated as of June 24, 202210-Q10.18/4/2022
10.19+Letter Agreement, dated September 19, 2024, between Skillz Inc. and Casey Chafkin8-K10.19/25/2024
10.20+Offer Letter, dated June 21, 2025, between Skillz Inc. and Todd A. Valli8-K10.17/14/2025
10.21Form of Non-Competition and Non-Solicitation Agreement, dated as of June 1, 2021, by and between Skillz Inc. and Certain Stockholders of RZR, Inc.8-K99.16/2/2021
10.22CEO Equity Award Agreement, dated as of November 23, 20228-K10.111/30/2022
10.23Confidentiality, Non-Competition, Non-Solicitation and Assignment of Inventions Agreement, dated as of May 13, 201310-K10.203/31/2023
10.24Offer Letter, dated October 17, 2023, between Skillz Inc. and Gaetano Franceschi8-K10.11/9/2024
10.25**Skillz Developer Terms and Conditions, dated December 16, 2025
10.26+Offer Letter, dated December 15, 2025, between Skillz Inc. and Michael Darwal8-K10.212/18/2025
10.27+Transition and Separation Agreement, dated December 17, 2025, between Skillz Inc. and Gaetano Franceschi8-K10.112/18/2025
10.28+CEO Long-Term Incentive Equity Award Agreement, dated December 19, 20258-K10.112/23/2025
10.29+CEO Special Performance Stock Unit Award Agreement, dated December 19, 20258-K10.212/23/2025
16.1Letter from Grant Thornton LLP dated December 17, 2025 to the Securities and Exchange Commission regarding change in certifying accountant8-K16.112/18/2025
19.1Insider Trading Policy10-Q19.112/11/2025
21.1**Subsidiaries of Registrant
23.1**Consent of Deloitte and Touche LLP, Independent Registered Public Accounting Firm
23.2**Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
31.1**Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97**Clawback Policy
101.INS***Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH***Inline XBRL Taxonomy Extension Schema Document
101.CAL***Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF***Inline XBRL Definition Linkbase Document
101.LAB***Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE***Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

  • Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv). The Registrant agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.

**Filed herewith.

  • Management contract or compensatory plan or arrangement.
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