Take-Two CFO sells $290K in shares for taxes

Take-Two’s CFO reported a small Rule 10b5-1 tax-withholding share sale and continues to hold a substantial equity-based position.

Rhea-AI Filing Summary

TAKE TWO INTERACTIVE SOFTWARE INC (TTWO) reported that Chief Financial Officer Lainie Goldstein sold 1,335 shares of common stock on September 2, 2026 at $217.65 per share in an open-market transaction. The filing states this was a Rule 10b5-1 "sell to cover" trade executed solely to satisfy tax withholding on vesting restricted units and was not a discretionary trade.

After this sale, Goldstein is reported as having 282,039 equity-based interests, including 118,250 shares of common stock, 26,659 unvested time-based restricted stock units, and 137,130 unvested performance-based restricted stock units, which will vest or fail to vest under their award agreements.

Insider Trade Summary 10b5-1

Net Seller: 1,335 shares

Net Sell 1 txn

Insider Goldstein Lainie

Role Chief Financial Officer

Sold 1,335 shs ($291K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	1,335	$217.65	$291K

Holdings After Transaction: Common Stock — 282,039 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Includes (i) 118,250 shares of Common Stock, (ii) 26,659 unvested time-based restricted stock units and (iii) 137,130 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.

Key Figures

Shares sold: 1,335 shares Sale price per share: $217.65 per share Post-transaction equity-based holdings: 282,039 shares and units +3 more

6 metrics

Shares sold 1,335 shares Common stock sale reported for September 2, 2026

Sale price per share $217.65 per share Open-market sale by CFO on September 2, 2026

Post-transaction equity-based holdings 282,039 shares and units CFO’s total reported position after the sale

Common stock held after transaction 118,250 shares Portion of CFO’s post-transaction position in TTWO common stock

Unvested time-based RSUs 26,659 units Unvested time-based restricted stock units held by the CFO

Unvested performance-based RSUs 137,130 units Unvested performance-based restricted stock units held by the CFO

Key Terms

Rule 10b5-1, restricted stock units, time-based restricted stock units, performance-based restricted stock units, +1 more

5 terms

Rule 10b5-1 regulatory

"This sale was effected pursuant to a Rule 10b5-1 "sell to cover" election"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

restricted stock units financial

"tax withholding obligation upon the settlement of previously granted restricted units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

time-based restricted stock units financial

"Includes (i) 118,250 shares of Common Stock, (ii) 26,659 unvested time-based restricted stock units"

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

performance-based restricted stock units financial

"and (iii) 137,130 unvested performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

sell to cover financial

"pursuant to a Rule 10b5-1 "sell to cover" election made by the Reporting Person"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

FAQ

What insider transaction did Take-Two (TTWO) disclose for CFO Lainie Goldstein?

CFO Lainie Goldstein reported selling 1,335 shares of Take-Two common stock on September 2, 2026 at $217.65 per share in an open-market transaction, according to the Form 4.

Was the TTWO CFO’s September 2, 2026 share sale discretionary?

No. The filing states the sale was effected under a Rule 10b5-1 "sell to cover" election solely to satisfy tax withholding obligations upon settlement of previously granted restricted units and “does not represent a discretionary trade.”

How many Take-Two (TTWO) shares does the CFO hold after the reported sale?

After the sale, the CFO is reported as holding 282,039 equity-based interests, including 118,250 shares of common stock, 26,659 unvested time-based RSUs, and 137,130 unvested performance-based RSUs, subject to the terms of the award agreements.

What was the approximate value of the TTWO shares sold by the CFO?

The CFO sold 1,335 shares at $217.65 per share, for an approximate transaction value of about $290,000, executed as a "sell to cover" for tax withholding on vesting restricted units.

Does Take-Two (TTWO) indicate this insider trade was under a Rule 10b5-1 plan?

Yes. The Form 4 indicates the transaction was made pursuant to a Rule 10b5-1 plan, specifically a "sell to cover" election for tax withholding on previously granted restricted units.

What unvested equity awards in TTWO does the CFO still have after the sale?

The CFO continues to hold 26,659 unvested time-based restricted stock units and 137,130 unvested performance-based restricted stock units, which the filing notes will vest, or fail to vest, under the applicable award agreements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 04:05 PM Accepted by SEC EDGAR 09/04/2026 - 04:04 PM Learn about SEC filing dates

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^*

Goldstein Lainie

(Last) (First) (Middle)

C/O TAKE-TWO INTERACTIVE SOFTWARE, INC.

110 WEST 44TH STREET

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/02/2026		S		1,335(1)	D	$217.65	282,039(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) 118,250 shares of Common Stock, (ii) 26,659 unvested time-based restricted stock units and (iii) 137,130 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/ Lainie Goldstein	09/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)