(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from______to______ Commission file number:001-39243 SKILLZ INC. (Exact name of registrant as specified in its charter) 84-4478274 (State or other jurisdiction of incorporationor organization)(I.R.S. Employer Identification No.) 6625 Badura AvenueLas Vegas,Nevada89118(Address of Principal Executive Offices)(Zip Code) (415)762-0511(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and(2) has been subject to such filing requirements for the past 90 days.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2024 wasapproximately $95million based on the closing price of such common equity on the New York Stock Exchange on such date. As of November3, 2025, the registrant had outstanding11,875,631shares of Class A common stock, par value $0.0001, and3,430,063shares of Class B common stock, par value $0.0001. DOCUMENTS INCORPORATED BY REFERENCE None. SKILLZ INC. TABLE OF CONTENTS PART IItem 1. Business4Item 1A. Risk Factors14Item 1B. Unresolved Staff Comments43Item 1C. Cybersecurity43Item 2. Properties45Item 3. Legal Proceedings46Item 4. Mine Safety Disclosures46 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities47Item 6. [Reserved]48Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations49Item 7A. Quantitative and Qualitative Disclosures About Market Risk65Item 8. Financial Statements and Supplementary Data66Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures117Item 9A. Controls and Procedures117Item 9B. Other Information119Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections119 Item 10. Directors, Executive Officers and Corporate Governance120Item 11. Executive Compensation125Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters129Item 13. Certain Relationships and Related Transactions, and Director Independence132Item 14. Principal Accountant Fees and Services133 PART IV Item15. Exhibits and Financial Statement Schedules.135Item 16. Form 10-K Summary137Signatures138 PART