Take-Two (TTWO) legal chief auto-sells 2,508 shares to cover taxes

Rhea-AI Filing Summary

Take-Two Interactive Software's Chief Legal Officer Daniel P. Emerson reported automatic sales of company common stock tied to tax withholding on vested equity awards. On February 26, he sold 1,698 shares at $213.62 per share, and on March 2, he sold 810 shares at $213.47 per share.

According to the disclosure, these transactions were executed under a pre-arranged Rule 10b5-1 “sell to cover” election solely to satisfy tax withholding obligations and did not represent discretionary trades. After the sales, he held 124,191 shares, including 2,120 shares of common stock, 15,657 unvested time-based restricted stock units, and 106,414 unvested performance-based restricted stock units that will vest, or fail to vest, under existing award agreements.

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
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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).

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)
02/26/2026

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	02/26/2026		S		1,698	D	$213.62	125,001	D
Common Stock	03/02/2026		S		810(1)	D	$213.47	124,191(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. 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. Includes (i) 2,120 shares of Common Stock, (ii) 15,657 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	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did TTWO’s Chief Legal Officer report?

Daniel P. Emerson reported two open-market sales totaling 2,508 shares of Take-Two common stock. He sold 1,698 shares at $213.62 and 810 shares at $213.47, as disclosed in the Form 4.

Why did Daniel P. Emerson sell Take-Two (TTWO) shares?

The sales were made under a Rule 10b5-1 “sell to cover” election. They were executed solely to satisfy his tax withholding obligations on previously granted restricted units and are described as non-discretionary rather than voluntary trades.

How many TTWO shares does Daniel P. Emerson hold after these sales?

After the reported transactions, Daniel P. Emerson held 124,191 shares of Take-Two equity. This includes 2,120 common shares, 15,657 unvested time-based restricted stock units, and 106,414 unvested performance-based restricted stock units under existing award agreements.

Were the TTWO insider sales part of a pre-planned trading arrangement?

Yes. The filing states the sale was effected under a Rule 10b5-1 plan as a “sell to cover” election. This structure means the trades followed a pre-set plan rather than discretionary market-timing decisions by the insider.

What is meant by a ‘sell to cover’ transaction in the TTWO Form 4?

A “sell to cover” transaction uses some vested shares to cover tax withholding owed on equity awards. In this case, Emerson’s sales were solely to satisfy those withholding obligations upon settlement of previously granted restricted units.