Take-Two CFO Lainie Goldstein Executes 20,000-Share Sale via 10b5-1 Plan

Rhea-AI Filing Summary

Take-Two Interactive (TTWO) CFO Lainie Goldstein reported a sale of 20,000 common shares on 08/28/2025 under a Rule 10b5-1 trading plan adopted May 29, 2025. After the sale she beneficially owned 295,657 shares, made up of 109,098 vested shares and 186,559 unvested restricted stock units (31,497 time-based and 155,062 performance-based) that will vest only if their award terms are met. The Form 4 is a routine insider disclosure showing a preplanned sale rather than a discretionary trade and confirms ongoing reporting compliance by the officer.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating the sale was prearranged and reducing concerns about opportunistic insider trading
• Form 4 filed and signed, demonstrating compliance with Section 16 reporting obligations

Negative

• CFO sold 20,000 common shares, reducing her reported beneficial holdings to 295,657 shares
• Majority of reported holdings are unvested RSUs (31,497 time-based and 155,062 performance-based), so future ownership depends on vesting outcomes

Insights

Securities Analyst

TL;DR: A routine, preplanned insider sale by the CFO reduces her stake but appears executed under an established 10b5-1 plan.

The sale of 20,000 shares was executed pursuant to a 10b5-1 plan adopted May 29, 2025, which provides an affirmative defense under Rule 10b5-1 and indicates the transaction was prearranged rather than opportunistic. Post-transaction beneficial ownership of 295,657 shares includes a sizable portion of unvested awards, including performance-based RSUs that are contingent on future conditions. For investors, this is a disclosure of insider liquidity but does not by itself indicate changed insider sentiment given the documented plan.

Corporate Governance Expert

TL;DR: Filing reflects proper Section 16 disclosure and use of a 10b5-1 plan; vesting contingencies remain material to ownership.

The Form 4 properly discloses the officer-level transaction and reliance on a 10b5-1 plan, which supports compliance and reduces regulatory risk for the officer. The reporting shows that a majority of the reported beneficial position consists of unvested time-based and performance-based RSUs (31,497 and 155,062 respectively), highlighting that actual voting power and economic interest may change depending on future vesting outcomes tied to performance metrics.

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^*

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)
08/28/2025

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	08/28/2025		S		20,000(1)	D	$230.64	295,657(2)	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. Includes (i) 109,098 shares of Common Stock, (ii) 31,497 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	09/02/2025
	** 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.
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.

FAQ

What did TTWO insider Lainie Goldstein report on Form 4?

She reported a sale of 20,000 common shares on 08/28/2025 executed under a Rule 10b5-1 plan.

How many shares does the reporting person own after the transaction?

The filing shows 295,657 shares beneficially owned following the reported sale.

What portion of the reported holdings are unvested for TTWO CFO?

The report includes 31,497 time-based RSUs and 155,062 performance-based RSUs, which are unvested and contingent on award terms.

Was the sale part of a preplanned trading arrangement?

Yes. The sale was made pursuant to a Rule 10b5-1 trading plan adopted on May 29, 2025.

Does the Form 4 indicate any derivative transactions?

No. Table II for derivative securities contains no entries; only a non-derivative sale is reported.