Item 5. Other Information
Item 5. Other Information
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. 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):
• On November 12, 2024 , ZMC Advisors, L.P. (“ZMC Advisors”) adopted a new written trading plan. 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. The plan’s maximum duration is until June 13, 2025 , and the first trade will not occur until May 30, 2025, at the earliest. 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.
• On November 27, 2024 , Karl Slatoff , our President , adopted a new written trading plan. The plan’s maximum duration is until December 31, 2025 , and the first trade will not occur until February 25, 2025, at the earliest. The trading plan is intended to permit Mr. Slatoff to sell up to an aggregate of 33,712 shares of our common stock.
• On December 6, 2024 , Michael Sheresky , a member of our Board of Directors , adopted a new written trading plan. The plan’s maximum duration is until November 28, 2025 , and the first trade will not occur until March 6, 2025, at the earliest. The trading plan is intended to permit Mr. Sheresky to sell up to an aggregate of 752.5 shares of our common stock. The plan is designed to sell 50% of the restricted shares scheduled to vest in each of
42
Table of Contents
February 2025, May 2025, August 2025 and November 2025 to cover the tax obligation associated with the shares vesting.
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.
43
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, 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).
44
________________________________________________________________________________________________________________________________
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 6, 2025 By: /s/ STRAUSS ZELNICK
Strauss Zelnick
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: February 6, 2025 By: /s/ LAINIE GOLDSTEIN
Lainie Goldstein
Chief Financial Officer
(Principal Financial Officer)
45
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.