TTWO approves executive deferred-comp plan with Section 409A delay

Rhea-AI Filing Summary

Take-Two Interactive Software, Inc. approved a nonqualified deferred compensation program for certain key employees and its named executive officers called the Take-Two Interactive Software, Inc. Deferred Compensation Plan, effective September 1, 2025. The filing states the Company will use an Adoption Agreement to implement the Plan and that plan documents are included in the filing. The Plan includes a six-month delay in the payout of benefits when a participant is a "specified employee" under Section 409A of the Internal Revenue Code at the time of separation of service, which defers distribution timing to comply with tax rules. The action formalizes an executive retention/deferral vehicle without disclosing dollar amounts, participant counts, or funding arrangements.

Positive

• Formalizes a retention tool by adopting a deferred compensation plan for key employees and named executive officers
• Section 409A compliance is built in via a six-month delay for "specified employees", reducing tax-timing risk

Negative

• No financial disclosure of aggregate deferred amounts, participant counts, or funding arrangements reduces immediate investor visibility
• Six-month payout delay for specified employees may affect executive liquidity and could influence individual compensation preferences

Insights

Compensation & Tax Counsel

Adopting a nonqualified deferred compensation plan formalizes an executive pay-deferral and Section 409A compliance step.

The Plan provides a mechanism for eligible employees to defer compensation beyond qualified-plan limits and includes an automatic six-month delay for specified employees to align distributions with Section 409A requirements. This design reduces immediate taxable payouts and standardizes timing of benefit distribution.

Key dependencies include the Plan's deferral election deadlines, payout triggers, and any funding or rabbi-trust arrangements; those details are not disclosed here. Watch for future disclosures that quantify participant populations, aggregate deferred amounts, or any executive-level Adoption Agreements that specify payment schedules within the next 6–12 months.

Investor Relations Analyst

The Plan is an observable retention tool but currently lacks material financial detail.

From an investor perspective, the adoption signals management is establishing long-term compensation flexibility for key talent, which can support retention without immediate cash outflow. The filing confirms the effective September 1, 2025 date and attached plan documents, but provides no amounts or participants.

Potential near-term effects depend on disclosed aggregate deferred liabilities and whether the company funds benefits; monitor subsequent filings for quantified impacts and any proxy or compensation-table changes over the next 1–2 proxy seasons.

TAKE TWO INTERACTIVE SOFTWARE INC false 0000946581 0000946581 2025-08-29 2025-08-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 29, 2025

TAKE-TWO INTERACTIVE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-34003		51-0350842
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

110 West 44th Street, New York, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 536-2842

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		TTWO		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Nonqualified Deferred Compensation Plan

On August 29, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Take-Two Interactive Software, Inc. (the “Company”) approved a form of a nonqualified deferred compensation plan for certain key employees, including the Company’s named executive officers, with such plan to be named the Take-Two Interactive Software, Inc. Deferred Compensation Plan (the “Plan”), to be effective on September 1, 2025.

The Plan is an unfunded arrangement intended to be a “top-hat” plan for the purposes of providing deferred compensation for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended ( “ERISA”). The Plan is therefore intended to be exempt from the participation, vesting, funding and fiduciary requirements set forth in Title I of ERISA, and is also intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The obligations of the Company under the Plan will be general unsecured obligations of the Company to pay deferred compensation in the future to eligible participants in accordance with the terms of the Plan from the general assets of the Company, although the Company intends to establish a revocable trust to hold amounts which the Company may use to satisfy Plan distributions from time to time. The establishment of such a trust shall in no way deem the Plan to be “funded” for purposes of ERISA or the Code. The Committee has delegated its authority to a committee of senior executives to act as Administrator as defined in and as set forth in the Plan, subject to applicable law.

Pursuant to the Plan, a select group of U.S.-based employees as well as directors of the Company will be eligible to participate in the Plan. Eligible Plan participants that are employees participate in the Plan by making an irrevocable election to defer up to 50% of base salary and up to 90% of any annual cash bonus. Eligible Plan participants that are directors can make an irrevocable election to defer up to 100% of any cash board retainers and meeting fees. A participant will be 100% vested at all times in their account within the Plan. The Company will not provide any matching contributions to the Plan on any participant’s behalf. The Company may provide discretionary contributions to the Plan at such times and in such amounts as it may elect from time to time.

Payment of Plan accounts will occur consistent with an applicable participant’s election. The Company will require a six-month delay in the payment of Plan benefits if the participant is a “specified employee” pursuant to Section 409A of the Code at the time of such specified employee’s separation from service with the Company and its affiliates.

The Company may, at any time, in its sole discretion, terminate the Plan or amend or modify the Plan, in whole or in part, except that no such termination, amendment or modification shall have any retroactive effect to reduce any amounts deemed to be accrued and vested prior to such amendment.

The foregoing description is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibits 10.1 and 10.2, collectively, and incorporated into this Current Report on Form 8-K by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Take-Two Interactive Software, Inc. Deferred Compensation Plan
10.2		Take-Two Interactive Software, Inc. Deferred Compensation Plan Adoption Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TAKE-TWO INTERACTIVE SOFTWARE, INC. (Registrant)
By:		/s/ Matthew Breitman
		Matthew Breitman
		Senior Vice President, General Counsel Americas & Corporate Secretary

Date: September 5, 2025

FAQ

What did Take-Two (TTWO) approve in this 8-K?

The company approved the Take-Two Interactive Software, Inc. Deferred Compensation Plan and related Adoption Agreement, effective September 1, 2025.

Who is eligible for the Take-Two deferred compensation plan?

The filing states the Plan is for certain key employees, including the Company’s named executive officers; no specific headcount or names are disclosed.

Does the Plan change payment timing for executives?

Yes. The Plan includes a six-month delay in the payment of benefits if the participant is a "specified employee" under Section 409A at separation of service.

Are dollar amounts or funding details provided?

No. The filing does not disclose aggregate deferred amounts, funding mechanisms, or when payments will be made beyond the Section 409A delay.

When will investors see more detail on this Plan?

The filing includes plan documents but not financial details; investors should monitor future filings and proxy disclosures over the next 6–12 months for quantified impacts.