Take-Two (TTWO) Insider: Emerson Sells Shares via 10b5-1 for Tax Withholding

Rhea-AI Filing Summary

Daniel P. Emerson, Chief Legal Officer of Take-Two Interactive Software Inc. (TTWO), reported two insider sales executed under Rule 10b5-1 plans. On 09/02/2025 he sold 1,083 shares at $236.83 in a "sell-to-cover" transaction to satisfy tax withholding on vested restricted units. On 09/03/2025 he sold 903 shares at $241 pursuant to a 10b5-1 trading plan. After these disposals he beneficially owns 127,806 shares, comprised of 1,760 vested shares, 19,632 unvested time-based restricted stock units, and 106,414 unvested performance-based restricted stock units that will vest only if award terms are met.

Positive

• Transactions executed under Rule 10b5-1 plans, indicating preplanned and non-discretionary sales
• Clear disclosure of purpose for the 09/02/2025 sale as a "sell-to-cover" for tax withholding
• Substantial portion of reported ownership is unvested RSUs, aligning executive incentives with future performance

Negative

• Reported beneficial ownership decreased by 1,986 shares due to the two sales
• Majority of economic interest is tied to unvested awards, meaning actual liquid ownership is limited until vesting

Insights

Corporate Governance Expert

TL;DR: Routine, preplanned insider sales under 10b5-1; indicates tax-related liquidity rather than discretionary divestiture.

The reported transactions are consistent with standard executive practice of using Rule 10b5-1 plans to manage tax obligations and avoid accusations of opportunistic timing. The first sale was explicitly a "sell-to-cover" to satisfy withholding on vested restricted units; the second was executed under a 10b5-1 plan adopted May 22, 2025. These disclosures demonstrate policy compliance and transparency. The remaining holdings are primarily unvested awards, so current economic exposure is tied to future vesting conditions rather than liquid holdings.

Securities Analyst

TL;DR: Insider sold a small portion of holdings via preplanned sales; transaction size appears immaterial to company valuation.

The combined disposal of 1,986 shares at prices of $236.83 and $241 slightly reduces the reporting person's immediate stake to 127,806 shares. Given that most of the reported position consists of unvested RSUs (totaling 126,046 units), the near-term tradable supply from this insider remains limited. There is no indication of company-specific negative information driving these sales; they were executed under documented plans and for tax purposes.

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^*

Emerson Daniel P

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S		1,083(1)	D	$236.83	128,709	D
Common Stock	09/03/2025		S		903(2)	D	$241	127,806(3)	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. 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.

2. Sale of shares pursuant to Rule 10b5-1 trading plan adopted on May 22, 2025.

3. Includes (i) 1,760 shares of Common Stock, (ii) 19,632 unvested time-based restricted stock units and (iii) 106,414 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/ Daniel Emerson	09/04/2025
	** 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 insider sold shares in the TTWO Form 4?

The reporting person is Daniel P. Emerson, Chief Legal Officer of Take-Two Interactive (TTWO).

How many shares were sold and at what prices?

A total of 1,083 shares were sold on 09/02/2025 at $236.83 and 903 shares were sold on 09/03/2025 at $241.

Why were the shares sold?

The 09/02/2025 sale was a sell-to-cover to satisfy tax withholding on vested restricted units; the 09/03/2025 sale was executed under a 10b5-1 trading plan adopted May 22, 2025.

What is Emerson's beneficial ownership after the reported transactions?

He beneficially owns 127,806 shares, including 1,760 vested shares, 19,632 unvested time-based RSUs, and 106,414 unvested performance-based RSUs.

Do the unvested awards automatically convert to shares?

No. The unvested RSUs will vest or fail to vest according to the terms of the applicable award agreements.