EXPLANATORY NOTE
This registration statement on Form S-8 (this “Registration Statement”) is filed by Take-Two Interactive Software, Inc. (the “Company” or “Registrant”) to register an additional 5,200,000 shares of the Registrant’s common stock, par value $0.01 per share (the
“Common Stock”), which may be issued under the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (the “Plan”), which Plan was originally approved by the
Registrant’s stockholders on September 15, 2017, was amended effective September 4, 2020, was amended and restated on September 16, 2020, was amended on July 26, 2021, May 23, 2022, and July 24, 2023, and was
amended and restated in its present form on July 28, 2025 and subsequently approved by the Registrant’s stockholders on September 18, 2025 (the “Approval Date”).
Pursuant to the Registration Statement on Form S-8 (Registration
No. 333-220895) filed by the Registrant on October 11, 2017 (the “First Registration Statement”), the Registrant previously registered an aggregate of 5,200,000 shares of Common Stock
under the Plan (as adjusted to reflect all stock splits and stock dividends to date). Pursuant to the Registration Statement on Form S-8 (Registration
No. 333-248629) filed by the Registrant on September 4, 2020 (the “Second Registration Statement”), the Registrant previously registered an aggregate of 50,743 additional shares of Common
Stock under the Plan (as adjusted to reflect all stock splits and stock dividends to date). Pursuant to the Registration Statement on Form S-8 (Registration
No. 333-249904) filed by Registrant on November 6, 2020 (the “Third Registration Statement”), the Registrant previously registered an aggregate of 2,000,000 additional shares of Common
Stock under the Plan (as adjusted to reflect all stock splits and stock dividends to date). Pursuant to the Registration Statement on Form S-8 (Registration
No. 333-260773) filed by Registrant on November 4, 2021 (the “Fourth Registration Statement”), the Registrant previously registered an aggregate of 4,300,000 additional shares of
Common Stock under the Plan (as adjusted to reflect all stock splits and stock dividends to date). Pursuant to the Registration Statement on Form S-8 (Registration
No. 333-265426) filed by Registrant on June 3, 2022 (as amended, the “Fifth Registration Statement”), the Registrant previously registered a net (after giving effect to a Post-Effective
Amendment to the Fifth Registration Statement filed by the Registrant on September 29, 2023) aggregate of 6,244,806 additional shares of Common Stock under the Plan (as adjusted to reflect all stock splits and stock dividends to date). Pursuant
to the Registration Statement on Form S-8 (Registration No. 333-274792) filed by Registrant on September 29, 2023 (the “Sixth Registration
Statement,” and together with the First Registration Statement, the Second Registration Statement, the Third Registration Statement, the Fourth Registration Statement and the Fifth Registration Statement, collectively, the “Prior
Registration Statements”), the Registrant previously registered an aggregate of 5,500,000 additional shares of Common Stock under the Plan (as adjusted to reflect all stock splits and stock dividends to date). The additional shares of Common
Stock being registered by this Registration Statement are of the same class as those securities registered on the Prior Registration Statements. The contents of the Prior Registration Statements, together with all exhibits filed therewith or
incorporated therein by reference to the extent not otherwise amended or superseded by the contents hereof or otherwise, are incorporated herein by reference in accordance with General Instruction E to Form
S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this Registration Statement have been or will be sent or given to participating employees as
specified in Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). Such
documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into
this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
