Take-Two (TTWO) files S-8 to register 5,500,000 shares

Take-Two Interactive Software, Inc. filed a Form S-8 registering additional shares under its employee stock incentive plan.

Accepted by SEC EDGAR 09/26/2025 - 04:25 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Positive

• Additional shares registered under the employee plan to support compensation and retention
• Filing includes legal opinion and auditor consent, supporting registration validity
• Incorporation of prior S-8s preserves continuity with earlier share registrations

Negative

• None.

Insights

Corporate Securities Counsel

TL;DR: The S-8 expands the pool of employee equity and relies on prior S-8 registrations.

The Registration Statement registers additional Common Stock under the company’s employee stock incentive plan and expressly incorporates six prior Registration Statements by reference, maintaining continuity with prior filings.

The filing includes a legal opinion from Willkie Farr & Gallagher LLP, an auditor consent from Ernst & Young LLP, and the Amended and Restated Take-Two 2017 Stock Incentive Plan, which are standard attachments that support the effectiveness of the registration.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Take-Two's S-8 filing (TTWO) register?

The filing registers additional shares of Common Stock under the company's employee stock incentive plan and incorporates prior Registration Statements by reference.

How many shares were registered in prior S-8 filings noted in this document?

The document cites prior registered tranches including 5,200,000, 50,743, 2,000,000, 4,300,000, 6,244,806, and 5,500,000 shares.

Which documents are filed as exhibits with the S-8?

Exhibits include the opinion of Willkie Farr & Gallagher LLP, consent of Willkie Farr & Gallagher LLP, consent of Ernst & Young LLP, the Amended and Restated 2017 Stock Incentive Plan, a power of attorney, and a filing fee table.

Does the S-8 filing indicate any change to the class of securities being registered?

No; the filing states the additional shares are of the same class as those registered on the Prior Registration Statements.

Who signed or authorized the Registration Statement filings for Take-Two?

Signatories listed include Chairman and CEO Strauss Zelnick, CFO Lainie Goldstein, and multiple directors, each dated September 26, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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As filed with the Securities and Exchange Commission on September 26, 2025

Registration No. 333-  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TAKE-TWO INTERACTIVE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware		51-0350842
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Take-Two Interactive Software, Inc.

110 West 44^th Street

New York, New York 10036

(646) 536-2842

(Address of Principal Executive Offices)

AMENDED AND RESTATED

TAKE-TWO INTERACTIVE SOFTWARE, INC. 2017 STOCK INCENTIVE PLAN

(Full title of the plan)

Daniel Emerson, Esq.
Executive Vice President and Chief Legal Officer

Take-Two Interactive Software, Inc.

110 West 44^th Street

New York, New York 10036

(646) 536-3001

(Name, address and telephone number,
including area code, of agent for service)

Copy to:

Adam M. Turteltaub, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

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.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents, filed with the Commission by the Company, are incorporated by reference into this Registration Statement:

(a) the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed on May 20, 2025, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the information specifically incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended March  31, 2025 from the Company’s Definitive Proxy Statement on Schedule 14A filed on July 28, 2025;

(b) the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 7, 2025, pursuant to the Exchange Act;

(c) the Company’s Current Reports on Form 8-K, filed on May 22, 2025, September  5, 2025, September  10, 2025 and September 19, 2025, pursuant to the Exchange Act; and

(d) the description of the Company’s Common Stock, which is contained in the Company’s Registration Statement on Form 8-A, filed on March  26, 2008, as updated by Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, including any subsequent amendment or any report filed with the Commission for the purpose of updating such description.

In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents with the Commission; provided, however, that documents or portions thereof which are “furnished” and not “filed” in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement unless the Registrant expressly provides to the contrary that such document is incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement except as so modified or superseded.

Item 8. Exhibits.

The Exhibits to this Registration Statement are listed in the Index to Exhibits and are incorporated herein by reference.

INDEX TO EXHIBITS

Exhibit No.		Description		Incorporated by Reference
				Form		Annex		Filing Date		Filed Herewith
5.1		Opinion of Willkie Farr & Gallagher LLP								X
23.1		Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 hereto)								X
23.2		Consent of Ernst & Young LLP, independent registered public accounting firm								X
24.1		Power of Attorney (included on the signature page of this Registration Statement)								X
99.1		Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan		DEF 14A		B		July 28, 2025
107		Filing Fee Table								X

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 26th day of September 2025.

Take-Two Interactive Software, Inc.

/s/ Strauss Zelnick

Strauss Zelnick

Chairman and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Take-Two Interactive Software, Inc., hereby severally constitute and appoint Karl Slatoff, Daniel Emerson, and Matthew Breitman or any of them individually, our true and lawful attorneys-in-fact with full power of substitution, to sign for us and in our names in the capacities indicated below the Registration Statement and any and all pre-effective and post-effective amendments to the Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable the Registrant to comply with the provisions of the Securities Act, and all requirements of the Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys-in-fact to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature				Title		Date
/s/ Strauss Zelnick				Chairman and Chief Executive Officer		September 26, 2025
Strauss Zelnick				(Principal Executive Officer)
/s/ Lainie Goldstein				Chief Financial Officer		September 26, 2025
Lainie Goldstein				(Principal Financial and Accounting Officer)
/s/ Michael Dornemann				Director		September 26, 2025
Michael Dornemann
/s/ William “Bing” Gordon				Director		September 26, 2025
William “Bing” Gordon
/s/ Roland Hernandez				Director		September 26, 2025
Roland Hernandez
/s/ J Moses				Director		September 26, 2025
J Moses
/s/ Michael Sheresky				Director		September 26, 2025
Michael Sheresky
/s/ Ellen Siminoff				Director		September 26, 2025
Ellen Siminoff
/s/ LaVerne Srinivasan				Lead Independent Director		September 26, 2025
LaVerne Srinivasan

/s/ Susan Tolson				Director		September 26, 2025
Susan Tolson
/s/ Paul Viera				Director		September 26, 2025
Paul Viera