Lainie Goldstein - Jun 1, 2025 Form 4 Insider Report for TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)

Signature
/s/ Lainie Goldstein
Stock symbol
TTWO
Transactions as of
Jun 1, 2025
Transactions value $
-$8,947,885
Form type
4
Date filed
6/3/2025, 04:21 PM
Previous filing
May 2, 2025
Next filing
Jun 27, 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Goldstein Lainie Chief Financial Officer C/O TAKE-TWO INTERACTIVE SOFTWARE, INC., 110 WEST 44TH STREET, NEW YORK /s/ Lainie Goldstein 2025-06-03 0001399513

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TTWO Common Stock Award $0 +45.2K +14.58% $0.00 355K Jun 1, 2025 Direct F1, F2
transaction TTWO Common Stock Sale -$8.95M -39.7K -11.18% $225.22 316K Jun 2, 2025 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 Represents the grant of 45,223 restricted units to Ms. Goldstein under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan. Includes (i) 9,045 time-based restricted units that vest 25% on June 1, 2026 and thereafter in twelve equal quarterly installments commencing on September 1, 2026 and (ii) 36,178 performance-based restricted units that vest 100% on June 1, 2028, subject to the satisfaction of certain performance criteria. The number of restricted units was 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 immediately prior to June 1, 2025.
F2 The number of shares of common stock that may be issued upon vesting of the performance-based units assumes the achievement of the maximum performance criteria (200% of target) established by the Issuer's Compensation Committee; however the actual number of such shares may range from zero to 36,178, with the number of shares at target performance equal to 18,089.
F3 This sale was effected pursuant to a Rule 10b5-1 "sell to cover" election made by the Reporting Person for the sole purpose to satisfy the Reporting Person's tax withholding obligation upon the settlement of previously granted restricted units. This sale does not represent a discretionary trade by the Reporting Person.
F4 Includes (i) 129,098 shares of Common Stock, (ii) 31,497 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.