TTWO Form 4: Susan Tolson Receives 254 Restricted Shares, Beneficially Owns 31,155

Rhea-AI Filing Summary

Susan Tolson, a director of Take-Two Interactive Software Inc. (TTWO), was granted 254 shares of restricted common stock on 08/14/2025 under the Director compensation program and the Issuer's 2017 Stock Incentive Plan. The award was granted at a $0 reported price and will vest on the first anniversary of the Pricing Date. The number of shares was set based on the dollar value of the award and the average closing price of TTWO common stock over the 30 trading days prior to 08/14/2025. After the grant, Ms. Tolson beneficially owned 31,155 shares. The Form 4 was signed by Aaron Diamond as attorney-in-fact and dated 08/18/2025.

Positive

• Director alignment: The restricted stock grant vests after one year, aligning Ms. Tolson's incentives with shareholder value over time.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a routine restricted stock grant; impact on equity is immaterial given size.

The filing documents a standard director equity award: 254 restricted shares granted under the company's director compensation and 2017 Stock Incentive Plan, granted 08/14/2025 and vesting one year after the Pricing Date. The grant price is reported as $0 reflecting a restricted share award rather than an open-market purchase. Post-grant beneficial ownership is 31,155 shares. For investors, this is a routine compensation disclosure and does not convey new operating performance or material capital changes.

Corporate Governance Expert

TL;DR: Compensation disclosure aligns director incentives with shareholders via time-based equity vesting.

The grant structure—restricted stock vesting after one year and valued using a 30-day average closing price—follows common governance practices to align director incentives with shareholder value over time. The Form 4 is properly filed and signed by an attorney-in-fact. There are no indications in the filing of departures from standard plan procedures or unusual terms.

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

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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^*

Tolson Susan

(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		254(1)	A	$0	31,155	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. 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"). The shares of restricted stock vest on the first anniversary of the Pricing Date (as defined below). 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.

	/s/ Aaron Diamond, attorney-in-fact for Ms. Susan Tolson	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 transaction did Susan Tolson report on Form 4 for TTWO?

Ms. Tolson reported the acquisition of 254 restricted shares of Take-Two Interactive common stock on 08/14/2025 under the director compensation program.

How many TTWO shares does Susan Tolson beneficially own after the transaction?

Following the reported transaction, Ms. Tolson beneficially owned 31,155 shares.

When do the restricted TTWO shares vest?

The restricted shares vest on the first anniversary of the Pricing Date as stated in the grant terms.

How was the number of restricted shares determined for the TTWO grant?

The number of shares was determined based on the dollar value of the award and the average closing price over the 30 trading days prior to 08/14/2025 (the Pricing Date).

When was the Form 4 for this TTWO transaction signed and filed?

The Form 4 was signed by Aaron Diamond, attorney-in-fact for Ms. Tolson, and dated 08/18/2025.