[144] Take-Two Interactive Software Inc SEC Filing

Rhea-AI Filing Summary

Form 144 filed for Take-Two Interactive (TTWO) reports a proposed sale of 1,083 common shares through Fidelity Brokerage Services with an aggregate market value of $256,485.15, to be executed approximately on 09/02/2025 on NASDAQ. The filing shows the shares were acquired by the seller on 08/29/2025 through restricted stock vesting and were received as compensation. The issuer has 184,470,212 shares outstanding per the filing. The document discloses two prior sales by Daniel P. Emerson in the last three months: 27,056 shares on 06/02/2025 for $6,093,636.19 and 22,479 shares on 08/21/2025 for $5,113,298.13. The filer certifies no undisclosed material adverse information.

Positive

• Transparent disclosure of proposed sale details including broker, amount, and market value
• Shares acquired via restricted stock vesting, indicating alignment through compensation rather than open-market purchase
• Filer attests there is no undisclosed material adverse information and references trading plan/10b5-1 framework

Negative

• Significant recent insider sales totaling 49,535 shares (~$11.2 million gross proceeds) within three months
• Proposed sale follows large dispositions which could draw investor attention to insider liquidity

Insights

Financial Analyst

TL;DR: Routine insider sale filing; small proposed sale relative to shares outstanding but recent large dispositions noted.

The Form 144 indicates a proposed sale of 1,083 shares valued at $256,485.15, acquired by restricted stock vesting and received as compensation. Measured against the issuer's reported 184,470,212 outstanding shares, the proposed sale size is immaterial to capitalization. However, the filing also documents significant insider sales by Daniel P. Emerson totaling 49,535 shares in the prior three months for combined gross proceeds of about $11.2 million. For investors, this is a transparent disclosure of insider liquidity events rather than an operational disclosure. All information is presented as required by Rule 144.

Corporate Governance Expert

TL;DR: Disclosure is standard and compliant; recent insider sales warrant monitoring but are not by themselves evidence of governance failure.

The filing shows the seller acquired the reported shares through restricted stock vesting and intends to sell under Rule 144. The signature statement affirms no knowledge of undisclosed material adverse information and references Rule 10b5-1 planning language. The record of two sizeable prior sales by the same individual in the past three months is notable for governance oversight of insider trading policies and for any board disclosures, but the filing contains no allegations or irregularities. Documentation appears procedurally complete for a Form 144.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	1083	256485.15	184470212	09/02/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/29/2025	Restricted Stock Vesting	Issuer			1083	08/29/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Daniel P. Emerson 110 West 44th Street New York NY 10036	Common	06/02/2025	27056	6093636.19
Daniel P. Emerson 110 West 44th Street New York NY 10036	Common	08/21/2025	22479	5113298.13

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for Take-Two Interactive (TTWO) disclose?

The filing discloses a proposed sale of 1,083 common shares through Fidelity valued at $256,485.15, acquired on 08/29/2025 via restricted stock vesting as compensation.

When is the approximate sale date listed on the Form 144 for TTWO?

The approximate date of sale is listed as 09/02/2025 and the sale is to occur on NASDAQ.

How many shares does the issuer report outstanding in the filing?

The filing reports 184,470,212 shares outstanding.

What insider sales in the past three months are disclosed in this Form 144?

The filing lists two prior sales by Daniel P. Emerson: 27,056 shares on 06/02/2025 for $6,093,636.19 and 22,479 shares on 08/21/2025 for $5,113,298.13.

How were the securities to be sold acquired according to the filing?

The securities were acquired on 08/29/2025 through restricted stock vesting from the issuer and the payment nature is listed as compensation.