Take-Two (TTWO) CFO Lainie Goldstein Executes Preplanned Sale of 10,000 Shares

Rhea-AI Filing Summary

Take-Two Interactive (TTWO) Chief Financial Officer Lainie Goldstein reported a planned sale of company shares under a Rule 10b5-1 trading plan. The Form 4 shows a transaction date of 09/08/2025 in which 10,000 shares of Common Stock were sold at $250 per share. After this transaction the reporting person beneficially owns 274,078 shares, comprised of 90,415 vested shares, 28,601 unvested time-based restricted stock units, and 155,062 unvested performance-based restricted stock units that will vest only if performance conditions are met. The sale is identified as executed pursuant to a 10b5-1 plan adopted May 29, 2025. The filing is a single-person Form 4 and is signed by Ms. Goldstein on 09/09/2025.

Positive

• Sale was executed under a Rule 10b5-1 trading plan, indicating the transaction was pre-planned and intended to comply with insider trading rules
• Reporting discloses composition of holdings, including vested shares and both time-based and performance-based unvested RSUs, providing transparency

Negative

• Insider sale of 10,000 shares could be perceived negatively by some investors despite being pre-planned
• A majority of retained shares are unvested awards, meaning actual immediately available ownership is smaller (90,415 vested shares)

Insights

Securities Analyst

TL;DR: Routine, pre-planned insider sale under 10b5-1; remaining ownership includes significant unvested awards.

The Form 4 reflects a scheduled disposition of 10,000 shares at $250 each under a 10b5-1 plan adopted May 29, 2025, indicating the sale was pre-authorized rather than an opportunistic trade. After the sale, the CFO retains 274,078 shares in total, but a material portion (183,663 shares) consists of unvested time- and performance-based RSUs that are contingent on vesting criteria. For investors, the filing is a routine insider liquidity event rather than a clear signal about near-term company performance; the large number of unvested performance RSUs shows management incentives remain tied to future targets.

Corporate Governance Expert

TL;DR: Governance practices appear standard—use of a 10b5-1 plan and continued equity incentives align with accepted insider conduct.

The disclosure cites a 10b5-1 trading plan which provides an affirmative defense under Rule 10b5-1(c), suggesting compliance with insider trading policies. The report also discloses the split between vested shares and unvested awards, offering transparency about the nature of the CFO's holdings. From a governance perspective, the mix of time-based and performance-based RSUs indicates alignment of executive compensation with future company performance metrics. There is no indication of extraordinary or non-routine transactions in this 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).

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 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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		S		10,000(1)	D	$250	274,078(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. Sale of shares pursuant to Rule 10b5-1 trading plan adopted on May 29, 2025.

2. Includes (i) 90,415 shares of Common Stock, (ii) 28,601 unvested time-based restricted stock units and (iii) 155,062 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	09/09/2025
	** 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 the TTWO Form 4 disclose for Lainie Goldstein?

The Form 4 discloses a sale of 10,000 shares on 09/08/2025 at a price of $250 per share.

Was the sale by the CFO of TTWO pre-planned?

Yes. The sale was executed pursuant to a Rule 10b5-1 trading plan adopted on May 29, 2025.

How many TTWO shares does the reporting person beneficially own after the sale?

After the reported transaction the reporting person beneficially owns 274,078 shares in total.

What is the composition of the 274,078 TTWO shares reported?

The holdings include 90,415 vested shares, 28,601 unvested time-based RSUs, and 155,062 unvested performance-based RSUs.

Does the Form 4 indicate whether the performance RSUs have vested?

No. The filing states the performance-based RSUs are unvested and will vest only in accordance with the award agreements.