Take-Two (TTWO) Director Granted 346 Shares; 254 Time-Vested, 92 Vested at Grant

Rhea-AI Filing Summary

Take-Two Interactive director Paul E. Viera acquired 346 restricted shares of the issuer's common stock on 08/14/2025 under the director compensation program and the 2017 Stock Incentive Plan, with the grant date and share count determined using the average closing price over the 30 trading days before the Pricing Date. The grant includes 254 restricted shares that vest on the first anniversary of the Pricing Date and 92 shares granted in lieu of cash that were fully vested upon grant. Following the reported transaction, Mr. Viera directly beneficially owned 15,937 shares. He also has indirect holdings of 74 shares held by Earnest Institutional LLC and 75,000 shares held by The PEV Revocable Living Trust, as disclosed on the form.

Positive

• Acquisition of 346 restricted shares under the director compensation program, including 254 shares that vest after one year
• 92 shares granted in lieu of cash were fully vested upon grant, increasing immediate vested holdings
• Transparent disclosure of indirect holdings: 74 shares via Earnest Institutional LLC and 75,000 shares via The PEV Revocable Living Trust

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Routine director equity grant aligns director compensation with shareholder interests without indicating material change.

The filing documents a standard director equity award under the companys director compensation program and stock plan. The award structure—restricted shares with a one-year vest for a portion and fully vested shares in lieu of cash—follows common governance practices to align outside directors with long-term shareholder value. The disclosure of indirect holdings by affiliated entities is complete and consistent with reporting norms.

Securities Analyst

TL;DR Non-derivative acquisition is small in absolute terms and appears administrative rather than market-moving.

The reported acquisition of 346 shares and the resulting direct beneficial ownership of 15,937 shares is modest relative to typical institutional stakes and does not reflect option exercises or cash purchases. The form clarifies vesting schedules and the grant valuation methodology tied to a 30-day average price, which is helpful for transparency. Indirect holdings of 75,074 shares via related entities are disclosed and properly disclaimed where applicable.

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

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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).

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^*

Viera Paul E

(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		346(1)	A	$0	15,937	D
Common Stock								74	I	By Earnest Institutional LLC(2)
Common Stock								75,000	I	By The PEV Revocable Living Trust(3)

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 92 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. Represents 74 shares of Common Stock held directly by Earnest Institutional LLC, an affiliate of Earnest Partners LLC, of which Mr. Viera is a partner and the Chief Executive Officer (such securities are not held individually by Mr. Viera). Mr. Viera disclaims beneficial ownership of the securities held by Earnest Institutional LLC except to the extent of his pecuniary interest therein.

3. Represents 75,000 shares of Common Stock held by The PEV Revocable Living Trust (such securities are indirectly held by Mr. Viera).

	/s/ Aaron Diamond, attorney-in-fact for Mr. Paul Viera	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.
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 Paul E. Viera report on the Form 4 for TTWO?

The Form 4 reports the acquisition of 346 restricted shares on 08/14/2025, comprising 254 time-vested restricted shares and 92 shares granted in lieu of cash that vested immediately.

How many shares does Paul E. Viera beneficially own after the reported transaction?

Following the reported transaction Mr. Viera directly beneficially owned 15,937 shares and indirectly held 74 shares via Earnest Institutional LLC and 75,000 shares via The PEV Revocable Living Trust.

What is the vesting schedule for the restricted shares granted to Mr. Viera?

The filing states 254 restricted shares vest on the first anniversary of the Pricing Date; the 92 shares granted in lieu of cash were fully vested upon grant.

How was the number of shares in the grant determined?

The number of shares was determined based on the dollar value of the award and the average closing price of the common stock over the 30 trading days prior to the Pricing Date.