Item 5. Other Information
Item 5. Other Information
The share numbers and dollar amounts in this Item 5 represent the actual number of shares and dollars (not in millions).
Securities Trading Plans of Directors and Executive Officers
Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”), may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. During the quarter ended December 31, 2023, the following Section 16 officers and directors adopted, modified, or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act):
• On December 8, 2023 , ZelnickMedia Corporation (“ZelnickMedia”) and ZMC Advisors, L.P. (“ZMC Advisors” and, collectively with ZelnickMedia, “ZMC”) adopted a new written trading plan. Pursuant to our Management Agreement with ZMC, Strauss Zelnick , a partner of each of ZelnickMedia and ZMC Advisors, serves as our Executive Chairman and Chief Executive Officer , and Karl Slatoff, a partner of each of ZelnickMedia and ZMC Advisors, serves as our President.
◦ With respect to sales by ZelnickMedia, the plan’s maximum duration is until April 26, 2024 and the first trade will not occur until April 12, 2024, at the earliest. The trading plan is intended to permit ZelnickMedia to sell 51% of vested shares of our common stock pursuant to certain Restricted Stock Units that will vest, or fail to vest, on April 12, 2024.
◦ With respect to sales by ZMC Advisors, the plan’s maximum duration is until June 14, 2024 and the first trade will not occur until May 31, 2024, at the earliest. The trading plan is intended to permit ZMC Advisors to sell 51% of vested shares of our common stock pursuant to certain Restricted Stock Units that will vest, or fail to vest, on May 31, 2024.
44
Table of Contents
• On December 8, 2023 , Karl Slatoff , our President , adopted a new written trading plan. The plan’s maximum duration is until June 3, 2025 and the first trade will not occur until April 15, 2024, at the earliest. The trading plan is intended to permit Mr. Slatoff to make one or more share donations equal to the lesser of (i) up to an aggregate of 14,716 shares of our common stock and (ii) up to an aggregate of $2,500,000 worth of shares of our common stock.
• On December 8, 2023 , Daniel Emerson , our Executive Vice President and Chief Legal Officer , adopted a new written trading plan. The plan’s maximum duration is until December 31, 2024 and the first trade will not occur until June 3, 2024, at the earliest. The trading plan is intended to permit Mr. Emerson to sell up to an aggregate of 75% of net vested shares of our common stock pursuant to certain Restricted Stock Units that will vest, or fail to vest, on May 31, 2024.
No other Section 16 officers or directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended December 31, 2023.
45
Table of Contents
Item 6. Exhibits
Exhibits:
31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Label Linkbase Document
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Document
________________________________________________________________________________________________________________________________
Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at December 31, 2023 (Unaudited) and March 31, 2023, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2023 and 2022 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended December 31, 2023 and 2022 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2023 and 2022 (Unaudited), (v) Condensed Consolidated Statements of Equity for the three and nine months ended December 31, 2023 and 2022 (Unaudited); and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).
46
________________________________________________________________________________________________________________________________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Registrant)
Date: February 8, 2024 By: /s/ STRAUSS ZELNICK
Strauss Zelnick
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: February 8, 2024 By: /s/ LAINIE GOLDSTEIN
Lainie Goldstein
Chief Financial Officer
(Principal Financial Officer)
47
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.