Take-Two CEO Strauss Zelnick reports multiple sales and a 20k share gift (Form 4)

Rhea-AI Filing Summary

Take-Two Interactive (TTWO) insider filing shows Chairman and CEO Strauss Zelnick executed a Rule 10b5-1 plan to sell shares and make a gift in late August 2025. The Form 4 reports multiple sales executed on 08/26/2025 and 08/27/2025 at weighted-average prices ranging from $229.10 to $233.47, with individual reported sale lots including 39,027; 3,435; 2,438; 100; 2,978; 12,278; and 4,744 shares.

The filing also reports a gift transaction: 20,000 shares were transferred on 08/27/2025 (reported as both a D and an A reflecting disposition and acquisition between trusts), and Mr. Zelnick retains indirect holdings through trusts and ZMC Advisors, L.P., including 261,495 shares in the Zelnick/Belzberg Living Trust, 39,051 shares in the Wendy Jay Belzberg 2012 Family Trust, and 1,279,802 restricted units held by ZMC Advisors, L.P.

Positive

• Sales executed pursuant to a Rule 10b5-1 plan, indicating pre-established trading intent (adopted May 27, 2025).
• Weighted-average sale price ranges disclosed for each sale lot, with offer to provide full increment-level details upon request.
• Remaining holdings clearly reported including trust and restricted-unit positions (261,495; 39,051; 1,279,802 respectively).

Negative

• Significant share dispositions occurred across multiple lots (including a 39,027-share lot), which may reduce the insider's direct economic exposure.
• Multiple small sale lots across consecutive days could attract investor attention despite being under a 10b5-1 plan.

Insights

Corporate Governance Expert

TL;DR: Chairman/CEO used a pre-established Rule 10b5-1 plan to sell and gift shares; holdings remain largely indirect through trusts and entities.

The filing documents systematic disposition of common stock under a Rule 10b5-1 trading plan adopted May 27, 2025, which provides an affirmative defense under insider trading rules. Multiple sale lots on 08/26/2025 and 08/27/2025 were reported with weighted-average sale prices disclosed in ranges between $229.10 and $233.47. A 20,000-share gift was recorded on 08/27/2025. Material retained positions are disclosed as indirect holdings in a living trust (261,495 shares), a family trust (39,051 shares), and 1,279,802 restricted units held by ZMC Advisors, L.P., with disclaimers of beneficial ownership except for pecuniary interests.

Securities Analyst

TL;DR: Insider sales under a 10b5-1 plan and a gift were transacted; reported prices and remaining indirect holdings are clearly disclosed.

The Form 4 lists discrete sale transactions totaling multiple lots across two dates with explicit weighted-average price ranges for each lot. Transactions are attributed to indirect holdings via trusts and an adviser entity, and the filer disclaims full beneficial ownership of those trust/entity holdings except to the extent of pecuniary interest. The report includes undertaking to provide per-price increment sale details upon request, which increases transparency of the reported weighted-average prices.

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^*

ZELNICK STRAUSS

(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
X	Officer (give title below)		Other (specify below)
	Chairman, CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025		S(1)		39,027(2)	D	$231.02(3)	287,468	I	By Zelnick Belzberg Living Trust
Common Stock	08/26/2025		S(1)		3,435(2)	D	$231.85(4)	284,033	I	By Zelnick Belzberg Living Trust
Common Stock	08/26/2025		S(1)		2,438(2)	D	$233.01(5)	281,595	I	By Zelnick Belzberg Living Trust
Common Stock	08/26/2025		S(1)		100(2)	D	$233.55	281,495	I	By Zelnick Belzberg Living Trust
Common Stock	08/27/2025		G(6)		20,000	D	$0	261,495(7)	I	By Zelnick Belzberg Living Trust
Common Stock	08/27/2025		G(6)		20,000	A	$0	20,000	I	By Zelnick Belzberg Charitable Trust
Common Stock	08/27/2025		S(1)		2,978(2)	D	$229.57(8)	17,022	I	By Zelnick Belzberg Charitable Trust
Common Stock	08/27/2025		S(1)		12,278(2)	D	$230.73(9)	4,744	I	By Zelnick Belzberg Charitable Trust
Common Stock	08/27/2025		S(1)		4,744(2)	D	$231.27(10)	0	I	By Zelnick Belzberg Charitable Trust
Common Stock								39,051(11)	I	By Wendy Jay Belzberg 2012 Family Trust
Common Stock								1,279,802(12)	I	By ZMC Advisors, L.P.

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. All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on May 27, 2025 by the Reporting Person.

2. These transactions are reported on separate lines due to the range of the sale prices.

3. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $230.51 to $231.50, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

4. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $231.53 to $232.52, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

5. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $232.53 to $233.47 inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

6. The reported gift transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on May 27, 2025 by the Reporting Person.

7. Represents 261,495 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.

8. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $229.10 to $230.10, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

9. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $230.11 to $231.10, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

10. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $231.11 to $231.59, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.

11. Represents 39,051 shares of Common Stock held by the Wendy Jay Belzberg 2012 Family Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Wendy Jay Belzberg 2012 Family Trust except to the extent of his pecuniary interest therein

12. Represents 1,279,802 restricted units held directly by ZMC Advisors, L.P., of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZMC Advisors, L.P. except to the extent of his pecuniary interest therein.

	/s/ Strauss Zelnick	08/28/2025
	** 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 Strauss Zelnick report on the Form 4 for TTWO?

The Form 4 reports multiple sales on 08/26/2025 and 08/27/2025 under a Rule 10b5-1 plan and a 20,000-share gift on 08/27/2025.

Were the sales executed under a trading plan for TTWO?

Yes. All reported sales were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 27, 2025.

What price information is disclosed for the TTWO sales?

The filing provides weighted-average sale price ranges by lot, with ranges disclosed between $229.10 and $233.47 and specific weighted-average prices stated for each lot.

How many TTWO shares does Zelnick indirectly hold after these transactions?

The filing reports 261,495 shares held by the Zelnick/Belzberg Living Trust, 39,051 shares held by the Wendy Jay Belzberg 2012 Family Trust, and 1,279,802 restricted units held by ZMC Advisors, L.P.

Does Mr. Zelnick claim direct beneficial ownership of trust or advisory-held shares?

No. The filing disclaims beneficial ownership of shares held by the trusts and ZMC Advisors, L.P., except to the extent of his pecuniary interest therein.