Take-Two director award and 10b5-1 trust sales reported in Form 4

Rhea-AI Filing Summary

Take-Two Interactive (TTWO) director Ellen F. Siminoff received and sold company stock in mid-August 2025. On 08/14/2025 she was granted 356 shares under the director compensation program and the 2017 Stock Incentive Plan, of which 102 shares were fully vested at grant and 254 shares vest on the first anniversary of the Pricing Date. On 08/15/2025 the D&E Living Trust and the EFS 2020 Irrevocable Trust sold shares under Rule 10b5-1 plans at a price of $233.65 per share. The filing shows 7,191 shares beneficially owned following the grant and subsequent reported holdings of 4,158 and 3,147 shares held indirectly by the two trusts. The sales were executed pursuant to trading plans adopted on March 5, 2025, and the Form 4 is signed by an attorney-in-fact on behalf of Ms. Siminoff.

Positive

• Grant under formal director compensation program, showing standard governance and alignment with incentive plan
• Partial immediate vesting (102 shares fully vested at grant), providing immediate realized ownership
• Sales executed under Rule 10b5-1 plans, indicating pre-established, compliant disposition mechanisms
• Trustee relationships disclosed, clarifying voting and dispositive power for indirect holdings

Negative

• Sales reduced direct ownership (reported disposals on 08/15/2025 at $233.65), which decreases the reporting person’s direct stake
• Materiality to shareholders unclear because the filing does not state total outstanding shares or percentage ownership

Insights

Securities Analyst

TL;DR: Routine director equity grant with immediate partial vesting and planned trust sales under 10b5-1 — limited market impact.

The filing documents a standard director compensation award: 356 restricted shares valuated using the 30-day average prior to the Pricing Date, with 102 shares vested immediately and 254 subject to time-based vesting. The subsequent sales at $233.65 were executed via pre-established Rule 10b5-1 plans adopted March 5, 2025, indicating pre-planned disposition rather than opportunistic trading. Transaction sizes relative to total outstanding shares are not provided, so market-level impact cannot be assessed from this filing alone.

Corporate Governance Expert

TL;DR: Governance practices followed: award under board program and sales via 10b5-1 plans, with trustee roles disclosed.

The disclosure clarifies beneficial ownership and trustee roles: Ms. Siminoff and a co-trustee control the D&E Living Trust and Ms. Siminoff controls the EFS 2020 Irrevocable Trust. The use of the issuer's Stock Plan and the director compensation program for the grant, plus sales under written 10b5-1 plans, reflects compliance with common governance and insider-trading mitigation practices. No amendments, litigation, or other governance issues are disclosed in this Form 4.

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

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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^*

Siminoff Ellen F

(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		356(1)	A	$0	7,191	D
Common Stock	08/15/2025		S		268(2)	D	$233.65	4,158	I	By the D&E Living Trust(3)
Common Stock	08/15/2025		S		143(2)	D	$233.65	3,147	I	By the EFS 2020 Irrevocable Trust(4)

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 102 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.

2. Sale of shares pursuant to a Rule 10b5-1 trading plan adopted by the D&E Living Trust and the EFS 2020 Irrevocable Trust on March 5, 2025.

3. Shares held directly by the D&E Living Trust. The Reporting Person and David Siminoff serve as co-trustees and retain voting and dispositive power with respect to the shares held by the D&E Living Trust.

4. Shares held directly by the EFS 2020 Irrevocable Trust. The Reporting Person serves as trustee and holds voting and dispositive power with respect to these shares.

	/s/ Aaron Diamond, attorney-in-fact for Ms. Ellen F. Siminoff	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 transactions did Ellen F. Siminoff report on Form 4 for TTWO?

She reported a grant of 356 shares on 08/14/2025 (102 vested immediately, 254 subject to vesting) and sales on 08/15/2025 executed at $233.65 per share by two trusts.

Were the sales by Ms. Siminoff executed under a trading plan?

Yes. The sales on 08/15/2025 were made pursuant to Rule 10b5-1 trading plans adopted by the D&E Living Trust and the EFS 2020 Irrevocable Trust on March 5, 2025.

How many shares did Ms. Siminoff beneficially own after the grant?

The filing reports 7,191 shares beneficially owned following the reported grant (08/14/2025).

Who holds voting and dispositive power over the trust shares?

Ms. Siminoff and David Siminoff serve as co-trustees for the D&E Living Trust and retain voting and dispositive power; Ms. Siminoff is trustee for the EFS 2020 Irrevocable Trust and holds voting and dispositive power there.

When was the Form 4 signed and by whom?

The Form 4 was signed on 08/18/2025 by Aaron Diamond as attorney-in-fact for Ms. Ellen F. Siminoff.