Take-Two (TTWO) Director Receives 254 Restricted Shares Under 2017 Plan

Rhea-AI Filing Summary

Take-Two Interactive Software, Inc. (TTWO) reported a Form 4 showing that Roland A. Hernandez, a director, received a grant of 254 shares of restricted common stock on 08/14/2025 under the Director compensation program and the Issuer's 2017 Stock Incentive Plan. The restricted shares were granted at a $0 price and vest on the first anniversary of the Pricing Date, where the number of shares was determined using the average closing price over the 30 trading days prior to August 14, 2025. Following the grant, Mr. Hernandez beneficially owned 9,760 shares. The filing was signed by an attorney-in-fact on behalf of Mr. Hernandez on 08/18/2025.

Positive

• Director alignment: The award vests over one year, aligning the director with long-term shareholder interests.
• Transparent valuation: Number of shares determined using the 30-trading-day average closing price prior to August 14, 2025.
• Increased insider ownership: Reporting person beneficially owns 9,760 shares after the transaction.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity grant that modestly increases insider ownership and aligns the director with shareholder interests.

The Form 4 records a standard restricted stock award to a director under the company's director compensation program and 2017 Stock Incentive Plan. The grant of 254 restricted shares at $0 with a one-year vesting schedule is consistent with non-cash compensation typical for board service. The award increases the reporting person's beneficial holdings to 9,760 shares, representing a modest increase in insider ownership. There are no derivative transactions, sales, or unusual terms disclosed in the filing.

Corporate Governance Expert

TL;DR: Standard governance practice: equity grant to a director that vests over time, supporting alignment with long-term shareholders.

This disclosure shows the company is compensating a director with restricted stock under its established plan, with vesting after one year from the Pricing Date. The mechanism for determining share quantity (30-day average price prior to the Pricing Date) is disclosed, indicating predictable valuation methodology. The Form 4 does not disclose any departures, accelerated vesting, or related-party transactions beyond the normal director award.

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).

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^*

HERNANDEZ ROLAND A

(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	9,760	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 Mr. Roland A. Hernandez	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.
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FAQ

What transaction did Roland A. Hernandez report on the TTWO Form 4?

He reported the acquisition of 254 shares of restricted common stock granted on 08/14/2025 under the director compensation program and the 2017 Stock Incentive Plan.

How many shares did Mr. Hernandez own after the reported transaction?

Following the grant he beneficially owned 9,760 shares.

What are the vesting terms for the restricted shares in the filing?

The restricted shares vest on the first anniversary of the Pricing Date.

How was the number of restricted shares determined?

The number of shares was determined based on the average closing price over the 30 trading days prior to August 14, 2025 (the Pricing Date).

What price was reported for the grant?

The transaction price is reported as $0, indicating a grant of restricted stock rather than a purchase.

Who signed the Form 4 filing on behalf of Mr. Hernandez?

The form was signed by Aaron Diamond, attorney-in-fact, on 08/18/2025.