Take-Two Interactive (TTWO) legal chief sells to cover taxes, receives RSU grant
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Take-Two Interactive’s Chief Legal Officer Daniel Emerson reported several equity-related moves. On June 1, 2026, he received a grant of 38,090 restricted units, split between time-based awards and performance-based units that can vest through June 1, 2029 if performance goals are met. That same day, 9,609 performance-based units granted on June 1, 2023 were forfeited after performance conditions were not achieved.
On June 2, 2026, Emerson sold 21,102 shares of common stock at $219.61 per share under a Rule 10b5-1 “sell to cover” election solely to pay tax withholding on settling restricted units, rather than a discretionary sale. After these transactions, he holds 131,668 shares, including 19,736 unvested time-based restricted stock units and 93,212 unvested performance-based restricted stock units alongside other common shares.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 21,102 shares ($4,634,210)
Net Sell
3 txns
Insider
Emerson Daniel P
Role
Chief Legal Officer
Sold
21,102 shs ($4.63M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 21,102 | $219.61 | $4.63M |
| Disposition | Common Stock | 9,609 | $0.00 | -- |
| Grant/Award | Common Stock | 38,090 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 131,668 shares (Direct, null)
Footnotes (1)
- Represents the forfeiture of 9,609 performance-based restricted units previously granted to Mr. Emerson on June 1, 2023 due to the failure to meet certain performance conditions. Represents the grant of 38,090 restricted units to Mr. Emerson under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan. Includes (i) 7,618 time-based restricted units that vest 25% on June 1, 2027 and thereafter in twelve equal quarterly installments commencing on September 1, 2027 and (ii) 30,472 performance-based restricted units that vest 100% on June 1, 2029, subject to the satisfaction of certain performance criteria. The number of restricted units was determined based on the dollar value of the award and the average of the closing prices of the common stock on the thirty trading days immediately prior to June 1, 2026. The number of shares of common stock that may be issued upon vesting of the performance-based units assumes the achievement of the maximum performance criteria (200% of target) established by the Issuer's Compensation Committee; however the actual number of such shares may range from zero to 30,472, with the number of shares at target performance equal to 15,236. 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. Includes (i) 98 shares of Common Stock acquired pursuant to the Take-Two Interactive Software, Inc. Second Amended and Restated 2017 Global Employee Stock Purchase Plan and 18,622 shares of Common Stock, (ii) 19,736 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: 21,102 shares at $219.61
RSU grant size: 38,090 restricted units
Forfeited performance units: 9,609 units
+3 more
6 metrics
Shares sold
21,102 shares at $219.61
Open-market sale on June 2, 2026 under Rule 10b5-1 sell-to-cover
RSU grant size
38,090 restricted units
Equity award granted June 1, 2026 under 2017 Stock Incentive Plan
Forfeited performance units
9,609 units
Performance-based units from June 1, 2023 award forfeited for unmet goals
Post-transaction holdings
131,668 shares/units
Common stock plus unvested time- and performance-based RSUs after transactions
Time-based RSUs
7,618 units
Part of 2026 grant; vesting begins June 1, 2027 in quarterly installments
Performance-based RSUs
30,472 units
From 2026 grant; scheduled to vest June 1, 2029 if performance criteria are met
Key Terms
performance-based restricted units, restricted units, Rule 10b5-1, sell to cover, +2 more
6 terms
performance-based restricted units financial
"Represents the forfeiture of 9,609 performance-based restricted units previously granted..."
restricted units financial
"Represents the grant of 38,090 restricted units to Mr. Emerson under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan."
Rule 10b5-1 regulatory
"This sale was effected pursuant to a Rule 10b5-1 "sell to cover" election..."
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 for the sole purpose to satisfy the Reporting Person's tax withholding obligation..."
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
"19,736 unvested time-based restricted stock units and (iii) 93,212 unvested performance-based restricted stock 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.
Stock Incentive Plan financial
"under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan."
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
FAQ
What insider transactions did TTWO Chief Legal Officer Daniel Emerson report?
Daniel Emerson reported a grant of 38,090 restricted units, forfeiture of 9,609 performance-based units, and an open-market sale of 21,102 Take-Two shares. The sale was executed under a Rule 10b5-1 sell-to-cover election to satisfy tax withholding on restricted unit settlements.
What stock awards did TTWO grant to Daniel Emerson in this Form 4?
Take-Two granted Daniel Emerson 38,090 restricted units under its 2017 Stock Incentive Plan. The award includes 7,618 time-based restricted units vesting between 2027 and 2030 and 30,472 performance-based units that may vest on June 1, 2029 if specified performance criteria are satisfied.
Why were 9,609 of Daniel Emerson’s Take-Two performance units forfeited?
The 9,609 performance-based restricted units granted to Daniel Emerson on June 1, 2023 were forfeited because certain performance conditions were not met. The filing states this forfeiture reflects failure to achieve required performance criteria, so those units will not convert into Take-Two common shares.