Take-Two Insider Sale: Daniel Emerson Disposes 22,479 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Take-Two Interactive (TTWO) Chief Legal Officer Daniel Emerson sold 22,479 shares of common stock on 08/21/2025 at $227.47 per share under a previously adopted Rule 10b5-1 trading plan. After the sale, Emerson reports beneficial ownership of 129,792 shares, which the filing clarifies includes 1,760 vested shares, 21,618 unvested time-based restricted stock units, and 106,414 unvested performance-based restricted stock units that will vest only if their award terms are satisfied. The sale was executed pursuant to a plan adopted on May 22, 2025, and the Form 4 was signed on 08/22/2025.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, which enhances transparency and reduces concerns about opportunistic insider trading
• Substantial remaining beneficial ownership is largely in unvested time-based and performance-based RSUs, aligning executive incentives with long-term company performance
• Timely Form 4 filing with clear breakdown of vested versus unvested shares

Negative

• Insider sale of 22,479 shares reduces reported holdings and could be viewed negatively by some investors despite being planned

Insights

Financial Analyst

TL;DR: Insider sale under a 10b5-1 plan appears routine and leaves substantial unvested equity tied to performance.

The sale of 22,479 shares at $227.47 reduces reported beneficial ownership but is documented as part of a trading plan adopted May 22, 2025, which typically indicates prearranged transactions rather than opportunistic selling. The remaining reported position of 129,792 shares is largely driven by unvested RSUs and performance awards (over 100k shares subject to performance vesting), aligning the executive's long-term incentives with company performance. For investors, this filing signals disclosed liquidity from a planned sale while retaining upside exposure through significant unvested awards.

Corporate Governance Expert

TL;DR: Governance-wise, use of a Rule 10b5-1 plan and timely Form 4 filing reflect compliance and transparency.

The reporting indicates the transaction was made pursuant to an affirmative-defense trading plan, which helps mitigate insider trading concerns and demonstrates adherence to disclosure rules. The filing clearly breaks out vested versus unvested holdings, showing that most remaining shares are subject to vesting conditions. This structure aligns executive pay with shareholder outcomes and provides clear disclosure for stakeholders evaluating insider activity.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Emerson Daniel P

(Last) (First) (Middle)

C/O TAKE-TWO INTERACTIVE SOFTWARE, INC.

110 WEST 44TH STREET

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TAKE TWO INTERACTIVE SOFTWARE INC [ TTWO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/21/2025		S		22,479(1)	D	$227.47	129,792(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Sale of shares pursuant to Rule 10b5-1 trading plan adopted on May 22, 2025.

2. Includes (i) 1,760 shares of Common Stock, (ii) 21,618 unvested time-based restricted stock units and (iii) 106,414 unvested performance-based restricted stock units. Such unvested awards will vest, or fail to vest, in accordance with the terms of the applicable award agreements.

	/s/ Daniel Emerson	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What shares did Daniel Emerson sell in the Form 4 for TTWO?

He sold 22,479 shares of Take-Two Interactive common stock on 08/21/2025 at a reported price of $227.47 per share.

Was the sale part of a trading plan for TTWO insider Daniel Emerson?

Yes. The sale was made pursuant to a Rule 10b5-1 trading plan adopted on May 22, 2025.

How many TTWO shares does Daniel Emerson beneficially own after the sale?

129,792 shares beneficially owned following the reported transaction, per the Form 4.

What portion of Emerson's remaining TTWO holdings are unvested awards?

21,618 are time-based RSUs and 106,414 are performance-based RSUs, which are unvested and vest only under their award terms.

When was the Form 4 signed and filed?

The signature date is 08/22/2025, reflecting the reported transaction dated 08/21/2025.