TTWO Form 4: CFO Goldstein Disposes of 11,579 Shares; Sell-to-Cover Used

Rhea-AI Filing Summary

Lainie Goldstein, Chief Financial Officer of Take-Two Interactive Software, reported sales of common stock on 09/02/2025 under a Rule 10b5-1 trading plan and a sell-to-cover election. The filing shows two transactions: sale of 10,000 shares at $240 and sale of 1,579 shares at $236.83. After these dispositions the reporting person beneficially owned 285,657 and then 284,078 shares as reported, reflecting direct ownership that includes vested shares and unvested restricted stock units. The filing notes the 10,000-share sale was pursuant to a 10b5-1 plan adopted May 29, 2025, and the smaller sale satisfied tax withholding on restricted unit settlement.

Insights

Corporate Governance Expert

TL;DR: Routine, preplanned insider sales under a 10b5-1 plan indicate compliance and reduce appearance of opportunistic trading.

The transactions are disclosed clearly and were executed under a Rule 10b5-1 plan and a sell-to-cover election, which supports the officer's affirmative defense to insider trading claims. The filing specifies the plan adoption date and the tax-related nature of the second sale, enhancing transparency. These facts reduce governance risk from a disclosure perspective but do not materially change company fundamentals.

Securities Analyst

TL;DR: Insignificant change in ownership; sales appear administrative rather than signaling material company news.

The sizes of the reported sales (10,000 and 1,579 shares) are small relative to the total beneficially owned position that includes over 100,000 vested shares and substantial unvested awards. Prices reported ($240 and $236.83) are single-day execution details and do not indicate broader market impact. This is a routine disclosure without material implication for TTWO valuation.

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
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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^*

Goldstein Lainie

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S		10,000(1)	D	$240	285,657	D
Common Stock	09/02/2025		S		1,579(2)	D	$236.83	284,078(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. Sale of shares pursuant to Rule 10b5-1 trading plan adopted on May 29, 2025.

2. 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.

3. Includes (i) 100,415 shares of Common Stock, (ii) 28,601 unvested time-based restricted stock units and (iii) 155,062 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/ Lainie Goldstein	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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