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Take-Two Director Moses Reports 254 Restricted Shares; 1,000-Share Sale

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Jon J. Moses, a director of Take-Two Interactive Software Inc. (TTWO), reported two transactions. On 08/14/2025 he was granted 254 restricted shares under the director compensation program and the 2017 Stock Incentive Plan; those shares vest on the first anniversary of the Pricing Date and were issued with a $0 per-share price on the grant date. On 08/15/2025 he sold 1,000 shares at a weighted average price of $231.33 per share. After these transactions he beneficially owned 22,901 shares.

Positive

  • Director received restricted stock (254 shares) under the issuer's compensation program, aligning his interest with long-term shareholder value
  • Clear disclosure of both grant and sale transactions with post-transaction beneficial ownership reported (22,901 shares)

Negative

  • Sale of 1,000 shares reduced holdings, which could be perceived as partial monetization of holdings
  • Grant vests after one year, so those shares are not immediately available as ongoing ownership evidence

Insights

TL;DR: Director received a routine restricted stock grant and immediately sold a small block of shares, leaving meaningful ongoing ownership.

The 254-share award is a typical director compensation event under the issuer's Stock Incentive Plan and vests after one year, which aligns incentives for retention rather than immediate liquidity. The subsequent sale of 1,000 shares at an average of $231.33 reduced holdings from 23,901 to 22,901 shares; the filing discloses aggregated sale pricing and offers to provide per-tranche details on request. These transactions are standard insider activity and do not on their face indicate a material change in control or a significant shift in alignment with shareholders.

TL;DR: Compensation grant follows established director program; sale appears routine and is fully reported under Section 16 rules.

The restricted stock grant uses the 30-day average pricing methodology described and vests after the specified vesting period, which is consistent with common governance practices to tie pay to continued service. The Form 4 properly reports both the grant (Code A) and the sale (Code S) with post-transaction beneficial ownership disclosed. No unexplained deviations from standard disclosure practices are evident in the filing.

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).
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*
Moses Jon J

(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 23,901 D
Common Stock 08/15/2025 S 1,000 D $231.33(2) 22,901 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.
2. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $231.3 to $231.34, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
/s/ Aaron Diamond, attorney-in-fact for Mr. Jon J. Moses 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

Who filed the Form 4 for TTWO?

The Form 4 was filed by Jon J. Moses, who is identified as a director of Take-Two Interactive Software Inc.

What transactions were reported on the TTWO Form 4?

A grant of 254 restricted shares on 08/14/2025 (Code A) and a sale of 1,000 shares on 08/15/2025 at a weighted average price of $231.33 per share (Code S).

How many TTWO shares does the reporting person own after the transactions?

After the reported transactions, the filing shows beneficial ownership of 22,901 shares.

When do the restricted shares vest?

The restricted shares vest on the first anniversary of the Pricing Date as specified in the director compensation program and the 2017 Stock Incentive Plan.

Was the grant priced or paid for by the reporting person?

The grant is reported with a per-share price of $0, indicating shares were awarded rather than purchased.
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