Take-Two Director Trade: 254 Restricted Shares Granted; 198 Sold Under 10b5-1

Rhea-AI Filing Summary

Michael Sheresky, a director of Take-Two Interactive Software, reported two transactions. On 08/14/2025 he was granted 254 restricted shares under the director compensation program and the Issuer's 2017 Stock Incentive Plan; the grant date is 08/14/2025 and the restricted shares vest on the first anniversary of the Pricing Date as defined in the filing. On 08/18/2025 he sold 198 shares at $233.47 pursuant to a Rule 10b5-1 plan to satisfy tax obligations upon vesting. Beneficial ownership changed from 65,194 shares following the grant to 64,996 after the sale.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant and a small, pre-planned sale under a 10b5-1 plan; not material to control or governance.

The director received a standard restricted stock award under the board compensation program, which vests based on a defined Pricing Date schedule. The subsequent disposition of 198 shares was executed under an existing Rule 10b5-1 plan and is described as satisfying tax obligations arising from vesting. The transactions appear procedural: the grant increases deferred equity alignment with shareholder interests while the sale reflects tax-driven liquidity. No change to director status or control is indicated.

Equity Compensation / Tax Specialist

TL;DR: Compensation grant plus a tax-driven sale; mechanics and timing are consistent with common restricted stock administration.

The grant of 254 restricted shares under the 2017 Stock Incentive Plan follows typical director compensation practice, including time-based vesting tied to a Pricing Date. The sale executed four days later under a 10b5-1 plan is explicitly described as satisfying tax obligations triggered by vesting of previously granted restricted stock. The filing documents grant amount, sale price ($233.47), and post-transaction beneficial ownership levels, allowing transparent tax and reporting reconciliation.

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).

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^*

Sheresky Michael

(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	65,194	D
Common Stock	08/18/2025		S		198(2)	D	$233.47	64,996	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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on December 6, 2024 by the Reporting Person and was effected to satisfy the Reporting Person's tax obligations upon the vesting of previously granted shares of restricted stock.

	/s/ Aaron Diamond, attorney-in-fact for Mr. Michael Sheresky	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Michael Sheresky report for TTWO?

The filing reports a grant of 254 restricted shares on 08/14/2025 and a sale of 198 shares on 08/18/2025 at $233.47.

Why were 198 shares sold by the TTWO director?

The sale was effected pursuant to a Rule 10b5-1 trading plan adopted 12/06/2024 and was executed to satisfy tax obligations upon vesting of previously granted restricted stock.

How did these transactions affect the director's holdings in TTWO?

Beneficial ownership was reported as 65,194 shares after the grant and 64,996 shares after the sale.

When do the newly granted restricted shares vest?

The restricted shares vest on the first anniversary of the Pricing Date as defined in the filing; the filing describes how the Pricing Date was determined.

Was the grant part of a specific compensation plan for TTWO?

Yes; the grant was made pursuant to the director compensation program and the Issuer's 2017 Stock Incentive Plan.