Take-Two legal chief sells 1,661 shares

Take-Two’s Chief Legal Officer reported net sales of 1,661 TTWO shares under Rule 10b5-1 trading and tax “sell to cover” arrangements tied to equity awards.

Rhea-AI Filing Summary

TAKE TWO INTERACTIVE SOFTWARE INC (TTWO) reported that Chief Legal Officer Daniel P. Emerson sold a total of 1,661 shares of Common Stock in two open-market transactions on September 2 and 3, 2026, at prices of $217.65 and $217.03 per share, respectively.

The September 2 sale of 917 shares was effected under a Rule 10b5-1 "sell to cover" election solely to satisfy tax withholding on the settlement of previously granted restricted units and is described as non-discretionary. The September 3 sale of 744 shares was made pursuant to a Rule 10b5-1 trading plan adopted on March 3, 2026. Following these transactions, Mr. Emerson's reported interests include 1,040 shares of Common Stock, 18,075 unvested time-based restricted stock units, and 93,212 unvested performance-based restricted stock units, which will vest or fail to vest under their award terms.

Insider Trade Summary 10b5-1

Net Seller: 1,661 shares

Net Sell 2 txns

Insider Emerson Daniel P

Role Chief Legal Officer

Sold 1,661 shs ($361K)

Type	Security	Shares	Price	Value
Sale	Common Stock F2, F3	744	$217.03	$161K
Sale	Common Stock F1	917	$217.65	$200K

Holdings After Transaction: Common Stock — 112,327 shares (Direct)

Footnotes (3)

1. F1. This sale was effected pursuant to a Rule 10b5-1 "sell to cover" election made by the Reporting Person for the sole purpose to satisfy the Reporting Person's tax withholding obligation upon the settlement of previously granted restricted units. This sale does not represent a discretionary trade by the Reporting Person.
2. F2. Sale of shares pursuant to Rule 10b5-1 trading plan adopted on March 3, 2026.
3. F3. Includes (i) 1,040 shares of Common Stock, (ii) 18,075 unvested time-based restricted stock units and (iii) 93,212 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.

Key Figures

Shares sold September 2, 2026: 917 shares at $217.65 per share Shares sold September 3, 2026: 744 shares at $217.03 per share Total shares sold: 1,661 shares +3 more

6 metrics

Shares sold September 2, 2026 917 shares at $217.65 per share Open-market or private sale under Rule 10b5-1 sell-to-cover election

Shares sold September 3, 2026 744 shares at $217.03 per share Open-market or private sale under Rule 10b5-1 trading plan

Total shares sold 1,661 shares Net-sell shares across all reported transactions in this Form 4

Common Stock holdings 1,040 shares Reported Common Stock included in post-transaction holdings footnote

Unvested time-based RSUs 18,075 units Unvested time-based restricted stock units that may vest per award terms

Unvested performance-based RSUs 93,212 units Unvested performance-based restricted stock units that may vest per award terms

Key Terms

Rule 10b5-1, sell to cover, restricted stock units, time-based restricted stock units, +1 more

5 terms

Rule 10b5-1 regulatory

"Sale of shares pursuant to Rule 10b5-1 trading plan adopted on March 3, 2026"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

sell to cover financial

"Rule 10b5-1 "sell to cover" election made by the Reporting Person"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

restricted stock units financial

"tax withholding obligation upon the settlement of previously granted restricted units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

time-based restricted stock units financial

"Includes (i) 1,040 shares of Common Stock, (ii) 18,075 unvested time-based restricted stock units"

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

performance-based restricted stock units financial

"and (iii) 93,212 unvested performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

FAQ

What insider transactions did TTWO report for Chief Legal Officer Daniel P. Emerson?

TTWO reported that Daniel P. Emerson sold 1,661 shares of Common Stock in two transactions on September 2 and 3, 2026, at prices of $217.65 and $217.03 per share, respectively, all reported as sales in the open market or private transactions.

Were the TTWO insider sales by Daniel P. Emerson made under Rule 10b5-1 plans?

Yes. The September 2, 2026 sale was under a Rule 10b5-1 “sell to cover” election to satisfy tax withholding on restricted unit settlement, and the September 3, 2026 sale was made pursuant to a Rule 10b5-1 trading plan adopted on March 3, 2026.

How many TTWO shares did Daniel P. Emerson sell on each date?

On September 2, 2026, he sold 917 shares of TTWO Common Stock at $217.65 per share. On September 3, 2026, he sold 744 shares at $217.03 per share, for a total of 1,661 shares sold across both days.

What TTWO equity awards and shares does Daniel P. Emerson hold after these transactions?

After the reported transactions, his disclosed interests include 1,040 shares of Common Stock, 18,075 unvested time-based restricted stock units, and 93,212 unvested performance-based restricted stock units, which will vest or fail to vest under their respective award agreements.

Was the September 2, 2026 TTWO stock sale a discretionary trade by Daniel P. Emerson?

No. The filing states the September 2, 2026 sale of 917 shares was effected under a Rule 10b5-1 “sell to cover” election solely to satisfy tax withholding on settlement of restricted units and does not represent a discretionary trade by him.

What is the net share impact of the reported TTWO insider transactions for Daniel P. Emerson?

The Form 4 transaction summary reports net-sell activity of 1,661 shares of TTWO Common Stock, reflecting two open-market or private sale transactions and no reported share purchases or derivative exercises in this filing.

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Available on EDGAR 09/04/2026 - 04:07 PM Accepted by SEC EDGAR 09/04/2026 - 04:06 PM Learn about SEC filing dates

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 NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026

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

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

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

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	09/02/2026		S		917(1)	D	$217.65	113,071	D
Common Stock	09/03/2026		S		744(2)	D	$217.03	112,327(3)	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. This sale was effected pursuant to a Rule 10b5-1 "sell to cover" election made by the Reporting Person for the sole purpose to satisfy the Reporting Person's tax withholding obligation upon the settlement of previously granted restricted units. This sale does not represent a discretionary trade by the Reporting Person.

2. Sale of shares pursuant to Rule 10b5-1 trading plan adopted on March 3, 2026.

3. Includes (i) 1,040 shares of Common Stock, (ii) 18,075 unvested time-based restricted stock units and (iii) 93,212 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	09/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)