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Take-Two (NASDAQ: TTWO) CFO reports RSU grant, forfeiture and tax sell-to-cover trade

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Take-Two Interactive Software Chief Financial Officer Lainie Goldstein reported several equity compensation changes. On June 1, 2026, she received a grant of 57,135 restricted stock units, split into 11,427 time-based units and 45,708 performance-based units that may vest on June 1, 2029 if performance goals are met. On the same date, 14,001 performance-based units granted in 2023 were forfeited after performance conditions were not achieved. On June 2, 2026, she sold 31,060 shares of common stock at $219.61 per share under a Rule 10b5-1 “sell to cover” election solely to satisfy tax withholding on previously vested units, described as a non-discretionary sale. Following these transactions, she holds 283,374 equity interests, including 117,165 common shares, 29,079 unvested time-based restricted stock units, and 137,130 unvested performance-based restricted stock units.

Positive

  • None.

Negative

  • None.
Insider Goldstein Lainie
Role Chief Financial Officer
Sold 31,060 shs ($6.82M)
Type Security Shares Price Value
Sale Common Stock 31,060 $219.61 $6.82M
Disposition Common Stock 14,001 $0.00 --
Grant/Award Common Stock 57,135 $0.00 --
Holdings After Transaction: Common Stock — 283,374 shares (Direct, null)
Footnotes (1)
  1. Represents the forfeiture of 14,001 performance-based restricted units previously granted to Ms. Goldstein on June 1, 2023 due to the failure to meet certain performance conditions. Represents the grant of 57,135 restricted units to Ms. Goldstein under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan. Includes (i) 11,427 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) 45,708 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 45,708, with the number of shares at target performance equal to 22,854. 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) 117,165 shares of Common Stock, (ii) 29,079 unvested time-based restricted stock units and (iii) 137,130 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.
Tax sell-to-cover shares 31,060 shares at $219.61 Open-market sale on June 2, 2026 under Rule 10b5-1
New RSU grant 57,135 restricted stock units Award on June 1, 2026 under 2017 Stock Incentive Plan
Forfeited performance units 14,001 performance-based units Previously granted June 1, 2023; forfeited for unmet conditions
Post-transaction equity holdings 283,374 equity interests Common shares and unvested RSUs held after reported transactions
Common shares held 117,165 shares Portion of total equity interests held after transactions
Unvested time-based RSUs 29,079 units Time-based restricted stock units outstanding after transactions
Unvested performance-based RSUs 137,130 units Performance-based restricted stock units outstanding after transactions
Maximum performance-based vesting 45,708 shares at 200% target Potential shares issuable from new performance-based units at maximum performance
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.
performance-based restricted units financial
"Represents the forfeiture of 14,001 performance-based restricted units previously granted"
time-based restricted units financial
"Includes (i) 11,427 time-based restricted units that vest 25% on June 1, 2027"
restricted units financial
"Represents the grant of 57,135 restricted units to Ms. Goldstein"
sell to cover financial
"Rule 10b5-1 "sell to cover" election made by the Reporting Person"
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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 NEW YORK 10036
(City)(State)(Zip)
UNITED STATES
(Country)		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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026D14,001(1)D$0257,299D
Common Stock06/01/2026A57,135(2)(3)A$0314,434D
Common Stock06/02/2026S31,060(4)D$219.61283,374(5)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the forfeiture of 14,001 performance-based restricted units previously granted to Ms. Goldstein on June 1, 2023 due to the failure to meet certain performance conditions.
2. Represents the grant of 57,135 restricted units to Ms. Goldstein under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan. Includes (i) 11,427 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) 45,708 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.
3. 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 45,708, with the number of shares at target performance equal to 22,854.
4. 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.
5. Includes (i) 117,165 shares of Common Stock, (ii) 29,079 unvested time-based restricted stock units and (iii) 137,130 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 Goldstein06/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did TTWO CFO Lainie Goldstein report on this Form 4?

Lainie Goldstein reported a grant of 57,135 restricted stock units, the forfeiture of 14,001 older performance-based units, and a sale of 31,060 common shares at $219.61 per share to cover taxes on previously vested equity.

How large was the equity award granted to TTWO CFO Lainie Goldstein?

Goldstein received 57,135 restricted stock units. This consists of 11,427 time-based units that vest gradually from 2027 and 45,708 performance-based units that may vest in 2029 if specific performance criteria set by the compensation committee are achieved.

Why were 14,001 performance-based units forfeited by TTWO’s CFO?

The 14,001 performance-based restricted units granted on June 1, 2023 were forfeited because the related performance conditions were not met. The filing notes this as a disposition to the issuer, reflecting that those performance targets were not achieved during the measurement period.

Was the 31,060-share sale by TTWO’s CFO a discretionary insider sale?

No. The 31,060-share sale at $219.61 per share was executed under a Rule 10b5-1 “sell to cover” election. The filing states it was solely to satisfy tax withholding on settled restricted units and does not represent a discretionary trade.

What is the vesting schedule for the new restricted stock units granted to TTWO’s CFO?

The grant includes 11,427 time-based units vesting 25% on June 1, 2027, then in twelve equal quarterly installments starting September 1, 2027. The 45,708 performance-based units vest 100% on June 1, 2029, subject to meeting performance criteria.

How many TTWO shares and units does the CFO hold after these transactions?

After the transactions, Goldstein holds 283,374 equity interests. This consists of 117,165 shares of common stock, 29,079 unvested time-based restricted stock units, and 137,130 unvested performance-based restricted stock units, which may or may not ultimately vest depending on conditions.

What performance assumptions apply to the new performance-based units granted to TTWO’s CFO?

The filing states the 45,708 performance-based units reflect maximum performance at 200% of target. Actual shares issued upon vesting may range from zero to 45,708, with target performance equaling 22,854 shares, depending on satisfaction of established performance criteria.