Take-Two (TTWO) Director Granted 324 Shares; Ownership Now 60,897

Rhea-AI Filing Summary

Take-Two Interactive (TTWO) director William B. Gordon acquired a grant of 324 shares of common stock on 08/14/2025 under the director compensation program and the company's 2017 Stock Incentive Plan. The filing explains the award includes 254 restricted shares that vest one year after the Pricing Date and 70 shares granted in lieu of cash that vested immediately. Following the transaction the reporting person directly beneficially owned 60,897 shares. The grant date and share count were determined using the issuer's plan formulas and the average closing price over the thirty trading days before August 14, 2025. The Form 4 was executed by an attorney-in-fact and signed on 08/18/2025.

Positive

• Director alignment with shareholders: award includes restricted stock that vests after one year, encouraging continued service
• Clear reporting: transaction and post‑transaction beneficial ownership (60,897 shares) are disclosed in accordance with Section 16

Negative

• Incomplete sentence in explanation: reference to the Quarterly Report and Pricing Date mechanics is truncated and lacks the referenced date
• No dollar value provided for the award calculation: the filing omits the explicit valuation used to determine the number of shares

Insights

Securities Analyst

TL;DR: Routine director equity compensation: 324-share award, mostly time‑vested, increases direct holdings to 60,897 shares.

The transaction is a standard equity grant under the director compensation program and the 2017 Stock Incentive Plan, combining restricted stock and shares issued in lieu of cash. The majority of shares are subject to a one‑year vesting condition tied to the Pricing Date, which is typical for alignment with shareholder interests. This disclosure is procedural and non-dilutive in isolation; it informs ownership and potential future vesting schedules but does not indicate broader corporate action.

Corporate Governance Expert

TL;DR: Standard governance practice: director received equity-based compensation with customary vesting and immediate cash-in-lieu shares.

The grant aligns with common governance practices to compensate directors with equity and tie a portion to continued service via time-based vesting. The immediate vesting of 70 shares in lieu of cash is disclosed clearly. The Form 4 shows proper reporting of beneficial ownership changes and execution by an attorney-in-fact, demonstrating compliance with Section 16 reporting requirements. The filing contains a truncated phrase regarding the Quarterly Report reference; that specific detail is incomplete in the record provided.

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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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).

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^*

GORDON WILLIAM B

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		A		324(1)	A	$0	60,897	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. Represents the acquisition of shares pursuant to a grant of restricted common stock pursuant to the Director compensation program (the "Program") and the Issuer's 2017 Stock Incentive Plan (the "Stock Plan"). Includes 254 shares of restricted stock that vest on the first anniversary of the Pricing Date (as defined below) and 70 shares of common stock granted in lieu of cash compensation at the election of the Reporting Person, which shares were fully vested upon grant. As provided by the terms of the Program and the Stock Plan, (i) the grant date was August 14, 2025; and (ii) the number of shares were 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 prior to August 14, 2025 (the "Pricing Date"), the fifth trading day following the filing of the Issuer's Quarterly Report on Form 10-Q.

	/s/ Aaron Diamond, attorney-in-fact for Mr. William B. Gordon	08/18/2025
	** 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.
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FAQ

What did William B. Gordon report on the TTWO Form 4?

The Form 4 reports an acquisition of 324 shares on 08/14/2025 under the director compensation program and 2017 Stock Incentive Plan.

How many of the awarded TTWO shares are restricted and when do they vest?

The filing states 254 shares are restricted and vest on the first anniversary of the Pricing Date.

How many TTWO shares did the reporting person own after the transaction?

Following the reported transaction the reporting person directly beneficially owned 60,897 shares.

Were any shares granted in lieu of cash on this TTWO filing?

Yes, 70 shares were granted in lieu of cash compensation and were fully vested upon grant.

When was the Form 4 for this TTWO transaction signed and filed?

The signature block shows the form was signed by an attorney-in-fact and dated 08/18/2025.