Other Information
+Added: The share numbers in this Item 5 represent the actual number of shares (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.
−Removed: During the quarter ended September 30, 2024, no Section 16 officer or director, as define in Rule 16a-1(f), adopted , modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K.
+Added: During the quarter ended December 31, 2024, the following Section 16 officers and directors, as defined in Rule 16a1(f), adopted, modified, or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act):
+Added: • On November 12, 2024 , ZMC Advisors, L.P.
+Added: (“ZMC Advisors”) adopted a new written trading plan.
+Added: Pursuant to our Management Agreement with ZMC Advisors, Strauss Zelnick , a partner of ZMC Advisors, serves as our Executive Chairman and Chief Executive Officer , and Karl Slatoff, a partner of ZMC Advisors, serves as our President.
+Added: The plan’s maximum duration is until June 13, 2025 , and the first trade will not occur until May 30, 2025, at the earliest.
+Added: The trading plan is intended to permit ZMC Advisors to sell 42% of vested shares of our common stock pursuant to certain Restricted Stock Units that will vest, or fail to vest, on May 30, 2025.
+Added: • On November 27, 2024 , Karl Slatoff , our President , adopted a new written trading plan.
+Added: The plan’s maximum duration is until December 31, 2025 , and the first trade will not occur until February 25, 2025, at the earliest.
+Added: The trading plan is intended to permit Mr.
+Added: Slatoff to sell up to an aggregate of 33,712 shares of our common stock.
+Added: • On December 6, 2024 , Michael Sheresky , a member of our Board of Directors , adopted a new written trading plan.
+Added: The plan’s maximum duration is until November 28, 2025 , and the first trade will not occur until March 6, 2025, at the earliest.
+Added: The trading plan is intended to permit Mr.
+Added: Sheresky to sell up to an aggregate of 752.5 shares of our common stock.
+Added: The plan is designed to sell 50% of the restricted shares scheduled to vest in each of
+Added: February 2025, May 2025, August 2025 and November 2025 to cover the tax obligation associated with the shares vesting.
+Added: 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, 2024.
31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 unchanged sentences
Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (Extensible Business Reporting Language):
−Removed: (i) Condensed Consolidated Balance Sheets at September 30, 2024 (Unaudited) and March 31, 2024, (ii) Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2024 and 2023 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended September 30, 2024 and 2023 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2024 and 2023 (Unaudited), (v) Condensed Consolidated Statements of Equity for the three and six months ended September 30, 2024 and 2023 (Unaudited);
+Added: (i) Condensed Consolidated Balance Sheets at December 31, 2024 (Unaudited) and March 31, 2024, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2024 and 2023 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended December 31, 2024 and 2023 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2024 and 2023 (Unaudited), (v) Condensed Consolidated Statements of Equity for the three and nine months ended December 31, 2024 and 2023 (Unaudited);
and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).
2 unchanged sentences
TAKE-TWO INTERACTIVE SOFTWARE, INC.
−Removed: November 6, 2024 By:
+Added: February 6, 2025 By:
/s/ STRAUSS ZELNICK
2 unchanged sentences
(Principal Executive Officer)
−Removed: November 6, 2024 By:
+Added: February 6, 2025 By:
/s/ LAINIE GOLDSTEIN
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.