Take-Two Form 144 Notifies 45k-Share Sale via Merrill Lynch

Rhea-AI Filing Summary

This Form 144 notifies a proposed sale of 45,000 shares of common stock of the issuer through Merrill Lynch on 08/26/2025. The filing lists an aggregate market value of $10,401,053.99 and reports 184,470,212 shares outstanding. The shares were acquired on 05/30/2025 as a pro rata distribution to ZMC Advisors, L.P. under a management agreement with the issuer; the filing states the acquisition arises from a grant to ZMC Advisors, L.P. and identifies the issuer as the grantor. No sales in the past three months are reported.

Positive

• Clear disclosure of broker, number of shares, aggregate market value, and planned sale date
• Acquisition source disclosed as a pro rata distribution to ZMC Advisors, L.P. under a management agreement
• No securities sold in the past three months reported for the person on whose account the sale is proposed

Negative

• Affiliate sale of shares by an entity related to an insider may be viewed negatively by some investors
• Large dollar value of proposed sale ($10,401,053.99) could attract market attention despite being a small share fraction

Insights

Securities Analyst

TL;DR: Insider-related entity plans a modest single-day sale of 45,000 shares worth about $10.4M; no recent sales reported.

The notice shows a proposed block sale executed through Merrill Lynch on 08/26/2025 for 45,000 common shares valued at $10,401,053.99. The shares were acquired 05/30/2025 as a pro rata distribution to ZMC Advisors, L.P., under a management agreement with the issuer. The filer affirms no sales in the prior three months, which limits near-term dilution history. From a trading-impact perspective, 45,000 shares versus 184,470,212 outstanding is a very small fraction of float, suggesting limited market impact from this single transaction.

Corporate Governance Expert

TL;DR: The filing documents compliance with Rule 144 for an affiliate distribution; disclosure is routine and procedural.

The filing identifies the commercial arrangement that produced the securities: a grant to ZMC Advisors, L.P. under a management agreement with the issuer. It includes broker details and the seller's representation about material nonpublic information. The form is procedural, meeting the Rule 144 notice requirement and signaling adherence to disclosure expectations for affiliated sales.

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 Stock	Merrill Lynch 200 Park Avenue New York NY 10166	45000	10401053.99	184470212	08/26/2025	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 Stock	05/30/2025	Pro rata distribution from ZMC Advisors, L.P., under a grant to ZMC Advisors, L.P., of which Mr. Zelnick is a partner, pursuant to a Mgmt Agreement by and between issuer and ZMC Advisors, L.P. (ZMC Advisors, L.P. Mgmt Agreement)	Issuer (Grant to ZMC Advisors, L.P.)		06/03/2024	45000		Consideration under ZMC Advisors, L.P. Mgmt Agreement

* 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

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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 for TTWO report?

The Form 144 reports a proposed sale of 45,000 common shares through Merrill Lynch on 08/26/2025 with aggregate market value $10,401,053.99.

Who acquired the shares being sold according to the filing?

The shares were acquired on 05/30/2025 as a pro rata distribution to ZMC Advisors, L.P. under a management agreement with the issuer.

Are there any reported sales of issuer securities by this person in the past three months?

The filing states Nothing to Report for securities sold during the past three months.

Through which broker will the TTWO shares be sold?

The filing names Merrill Lynch, 200 Park Avenue, New York as the broker handling the proposed sale.

How many shares are outstanding according to the Form 144?

The form reports 184,470,212 shares outstanding for the issuer.