Take-Two Interactive Software SEC Filings

Take-Two Interactive Software, Inc. filed an S-8 to register its Deferred Compensation Plan for employees and non-employee directors. Eligible employees may elect to defer up to 50% of base salary and up to 90% of annual cash bonus; non-employee directors may defer up to 100% of cash retainers and meeting fees. Participants are 100% vested at all times. The Company will not make mandatory matching contributions but may make discretionary contributions. Distributions can be a lump sum or equal annual installments up to 10 years, with a six-month delay applied for participants classified as specified employees under Section 409A. The filing references standard charter/by-law indemnification and lists counsel and auditor consents and related exhibits.

Take-Two Interactive Software, Inc. filed a Form S-8 registering additional shares under its employee stock incentive plan. The filing incorporates by reference six prior Registration Statements that together previously registered multiple tranches of Common Stock, including prior registrations of 5,200,000, 2,000,000, 4,300,000, 6,244,806, and 5,500,000 shares (and a prior 50,743 share registration). The new registration covers additional shares of the same class and attaches legal opinions, auditor consent, the amended and restated 2017 Stock Incentive Plan, and a filing fee table.

Take-Two Interactive Software, Inc. reported that stockholders approved an amendment and restatement of its 2017 Stock Incentive Plan, increasing the shares reserved under the plan by 5,200,000 shares and extending the plan’s term to September 18, 2035. No other changes were made to the plan.

At the virtual annual meeting, the company had 184,467,164 common shares issued and outstanding as of the record date, and 162,145,195 shares were represented in person or by proxy. Stockholders elected all nominated directors for terms expiring at the 2026 annual meeting, approved on an advisory basis the compensation of named executive officers, approved the amended and restated 2017 Plan, and ratified the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending March 31, 2026.

Take-Two Interactive Software, Inc. reported that stockholders approved an amendment and restatement of its 2017 Stock Incentive Plan, increasing the shares reserved under the plan by 5,200,000 shares and extending the plan’s term to September 18, 2035. No other changes were made to the plan.

At the virtual annual meeting, the company had 184,467,164 common shares issued and outstanding as of the record date, and 162,145,195 shares were represented in person or by proxy. Stockholders elected all nominated directors for terms expiring at the 2026 annual meeting, approved on an advisory basis the compensation of named executive officers, approved the amended and restated 2017 Plan, and ratified the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending March 31, 2026.

Ellen F. Siminoff, a director of Take-Two Interactive Software, reported sales of Company common stock executed on 09/15/2025 under pre-existing Rule 10b5-1 plans. The reported transactions executed at $246.25 per share. The filing shows dispositions associated with two trusts: the EFS 2020 Irrevocable Trust (3,003 shares held following the transaction) and the D&E Living Trust (3,888 shares held following the transaction). The Reporting Person serves as trustee of the EFS 2020 trust and as co-trustee with David Siminoff for the D&E Living Trust. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Siminoff on 09/16/2025.

Form 144 submitted for Take-Two Interactive Software, Inc. (TTWO). The filer proposes the sale of 808 shares of common stock through Morgan Stanley Smith Barney LLC with an aggregate market value of $198,978.08, listing approximately 184,470,212 shares outstanding. The securities were acquired on 06/14/2013 as Restricted Stock Units. The proposed approximate date of sale is 09/15/2025. The filing also discloses prior Rule 10b5-1 sales during June–August 2025 totaling multiple small transactions and associated gross proceeds specified per sale.

Take-Two Interactive Software, Inc. filed an 8-K that includes standard forward-looking statement cautionary language and notes that investor presentation materials will be used beginning September 10, 2025. The filing references risks that could cause actual results to differ from projections, including product release timing and market acceptance, macroeconomic factors, currency volatility, dependence on key franchises such as NBA 2K and Grand Theft Auto, platform transitions, mobile business dynamics, and personnel reliance. The document also indicates a Cover Page Interactive Data File embedded within the Inline XBRL document and is signed by Matthew Breitman, Senior Vice President, General Counsel Americas & Corporate Secretary.

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.

Take-Two Interactive Software, Inc. (TTWO) Form 144 shows a proposed sale of 10,000 common shares through Merrill Lynch with an aggregate market value of $2,500,000.00, scheduled approximately for 09/08/2025 on NASDQ. The filing lists the insider's acquired shares as compensatory stock awards received in 2022 and 2023, totaling the specific award lots shown. The same person, Helaine Goldstein, reported recent sales of 10,000 and 20,000 shares on 09/02/2025 and 08/28/2025 with gross proceeds of $2,399,600.00 and $4,611,800.00.

Take-Two Interactive Software, Inc. approved a nonqualified deferred compensation program for certain key employees and its named executive officers called the Take-Two Interactive Software, Inc. Deferred Compensation Plan, effective September 1, 2025. The filing states the Company will use an Adoption Agreement to implement the Plan and that plan documents are included in the filing. The Plan includes a six-month delay in the payout of benefits when a participant is a "specified employee" under Section 409A of the Internal Revenue Code at the time of separation of service, which defers distribution timing to comply with tax rules. The action formalizes an executive retention/deferral vehicle without disclosing dollar amounts, participant counts, or funding arrangements.