What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-05-20 compared with 2024-05-22 · 343 added, 329 removed, 1484 unchanged (31% of the section changed)

1 unchanged sentence

Definition and Limitations of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange

Commission's rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures.

9 unchanged sentences

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, 2025.

In accordance with SEC guidance, our management's assessment of the effectiveness of internal control over financial reporting did not include the internal controls of Gearbox, which we acquired in June 2024 and which is included in our March 31, 2025 Consolidated Financial Statements.

The acquired business constituted 3.7% of consolidated total assets as of March 31, 2025.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on our internal control over financial reporting, which is included in this Form 10-K.

1 unchanged sentence

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2025, which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On June 11, 2024, we acquired Gearbox.

We are currently in the process of incorporating the internal controls and procedures for Gearbox into our internal control over financial reporting for purposes of our assessment of and report on internal control over financial reporting for the fiscal year ending March 31, 2026.

Other Information

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 March 31, 2024, no Section 16 officer or director, 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.

Our Section 16 officers and directors, as defined in Rule 16a-1(f) of 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 March 31, 2025, the following Section 16 officers and directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a "Rule 10b5-1 trading arrangements" (as defined in Item 408 of Regulation S-K):

On March 5, 2025 , Ellen Siminoff , a member of our Board of Directors , adopted a new written trading plan.

The plan's maximum duration is until June 30, 2026 , and the first trade will not occur until June 4, 2025, at the earliest.

The trading plan is intended to permit Ms.

Siminoff to sell up to an aggregate of 4,954 shares of our common stock.

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 March 31, 2025.

Amendment to 2022 Credit Agreement

On May 19, 2025, the Company, as borrower, entered into that certain Amendment No.

3 (the “Amendment”) to the Company’s 2022 Credit Agreement (as further amended by the Amendment, the “Amended 2022 Credit Agreement”), by and among JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders, JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association as joint lead arrangers and joint bookrunners, and a syndicate of other banks and financial institutions.

The Amendment increases the commitments to the revolving credit facility under the existing 2022 Credit Agreement (the “Revolving Credit Facility") to $1,000,000,000 (up from $750,000,000 under the existing 2022 Credit Agreement), with sublimits for (a) the issuance of letters of credit in an aggregate face amount of up to $100,000,000 and (b) borrowings and letters of credit denominated in Pounds Sterling, Euros and Canadian Dollars in an aggregate face amount of up to $200,000,000.

The Amended 2022 Credit Agreement will continue to provide uncommitted incremental capacity permitting the incurrence of up to an additional amount not to exceed the greater of $250,000,000 and 35% of the Company’s Consolidated Adjusted EBITDA (as defined in the Amended 2022 Credit Agreement).

Under the Amendment, the maturity date was extended to May 19, 2030, but retains the extension option permitting the Company, subject to certain requirements, to arrange to extend the revolving credit facility for an additional one-year term which may be exercised no more than two times under the Amended 2022 Credit Agreement.

The Revolving Credit Facility continues to bear interest at the election of the company at a margin of (a) 0.000% to 0.625% above an alternate base rate (defined on the basis of prime rate) or (b) 1.000% to 1.625% above the SOFR Rate, which margins are determined by reference to the Company’s credit rating.

The Amended 2022 Credit Agreement includes a maximum leverage ratio covenant, as well as customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, and dispose of all or substantially all assets, in each case subject to certain exceptions and baskets.

In addition, the Amended 2022 Credit Agreement provides for events of default customary for a credit facility of this size and type, including, among others, non-payment of principal and interest when due thereunder, breaches of representations and warranties, noncompliance with covenants, acts of insolvency, cross-defaults to material indebtedness, and material judgment defaults (subject to certain limitations and cure periods).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.41 hereto and is incorporated by reference herein.

Receivables Purchase Agreement

On May 19, 2025, the Company and Zynga Inc., as sellers (the “Sellers”), entered into a Receivables Purchase Agreement (the “Receivable Purchase Agreement”) with Wells Fargo Bank, N.A., as administrative agent and purchaser thereunder (“Wells Fargo”).

The Receivables Purchase Agreement provides for an uncommitted receivables purchase facility in an initial aggregate amount of up to $215,000,000, whereby Wells Fargo may purchase from the Sellers, and the Sellers may sell to Wells Fargo, accounts receivables (“Receivables”) owed by certain debtors to the Sellers on the terms and conditions set forth therein (each purchase and sale, a “Sale of Accounts Receivable”).

Under the Receivables Purchase Agreement, each Sale of Accounts Receivable, is made at a purchase price based on a margin of 0.95% or 0.90% (which margins have been determined in advance for each class of Receivable) above the SOFR Rate.

The purchase price may be adjusted after each Sale of Accounts Receivable, to reflect true up statements or reductions to the net face amount of such Receivables.

The Sale of Accounts Receivable under the Receivable Purchase Agreement shall be made on a “true sale” basis and the Sellers are not responsible for the non-payment of sold Receivables due to the insolvency of the applicable account debtor.

The Receivables Purchase Agreement includes, among other terms and conditions, customary representations and warranties, affirmative and negative covenants, and repurchase events that may be triggered by the breach of certain covenants by the Sellers or misrepresentations made with respect to the Receivables at the time of sale.

In addition, on May 19, 2025, the Company executed a performance undertaking whereby it agreed, for the benefit of Wells Fargo, to cause the due and punctual payment and performance by its subsidiary Zynga Inc., of all its obligations as a Seller under the Receivables Purchase Agreement.

The foregoing description of the Receivables Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Receivables Purchase Agreement, a copy of which is attached as Exhibit 10.42 hereto and is incorporated by reference herein.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

23 unchanged sentences

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

2.1 Share Purchase Agreement, dated March 27, 2024, by and among Take-Two Interactive Software, Inc., Groundhog 2, LLC, The Gearbox Entertainment Company Holding AB, and Embracer Group AB.

8-K 4/1/2024 2.1

3.1 Restated Certificate of Incorporation

17 unchanged sentences

4.1 Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

10-K 5/22/2024 4.1

4.2 Base Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc.

19 unchanged sentences

8-K 4/14/2023 4.2

4.9 Seventh Supplemental Indenture, dated as of June 12, 2024, between Take-Two Interactive Software, Inc.

and The Bank of New York Mellon, as Trustee.

8-K 6/12/2024 4.1

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

4.10 Eighth Supplemental Indenture, dated as of June 12, 2024, between Take-Two Interactive Software, Inc.

and The Bank of New York Mellon, as Trustee.

8-K 6/12/2024 4.2

4.11 Form of Global Note representing 3.300% Senior Notes due 2024 (included as part of Exhibit 4.3)

10 unchanged sentences

8-K 4/14/2023 4.4

4.17 Form of Global Note representing 5.400% Senior Notes due 2029 (included as part of Exhibit 4.9)

8-K 6/12/2024 4.3

4.18 Form of Global Note representing 5.600% Senior Notes due 2034 (included as part of Exhibit 4.10)

8-K 6/12/2024 4.4

4.19 First Supplemental Indenture, dated May 23, 2022, by and among Zynga Inc., Zebra MS II, Inc.

6 unchanged sentences

8-K 5/26/2022 4.2

4.21 Form of Indenture to be entered into between the Company and The Bank of New York Mellon

S-3 ASR 2/7/2025 4.1(B)

10.1 Take-Two Interactive Software, Inc.

34 unchanged sentences

14A 7/27/2017 Annex C

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

10.15 Take-Two Interactive Software, Inc.

7 unchanged sentences

10-Q 11/8/2017 10.5

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

10.18 Form of Non-Employee Director Restricted Stock Agreement Pursuant to the Take-Two Interactive Software Inc.

42 unchanged sentences

10-Q 8/9/2023 10.4

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

10.35 Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc.

4 unchanged sentences

S-3 ASR 6/1/2023 10.2

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

10.37 Restricted Unit Agreement dated as of June 3, 2024, by and between Take-Two Interactive Software, Inc.

and ZMC Advisors, L.P.+

S-3 ASR 6/3/2024 10.2

10.38 Credit Agreement, dated as of May 23, 2022, by and among Take-Two Interactive Software, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, BOFA Securities, Inc.

3 unchanged sentences

1 to Credit Agreement, dated as of May 14, 2024, by and among Take-Two Interactive Software, Inc., and JPMorgan Chase Bank, N.A.

10-K 5/22/2024 10.38

10.40 Amendment No.

2 to Credit Agreement, dated as of June 6, 2024, by and among Take-Two Interactive Software, Inc., and JPMorgan Chase Bank, N.A.

10-Q 8/9/2024 10.3

10.41 Amendment No.

3 to Credit Agreement, dated as of May 19, 2025, by and among Take-Two Interactive Software, Inc.

and JPMorgan Chase Bank, N.A.

10.42 Receivables Purchase Agreement, dated as of May 19, 2025, by and among Take-Two Interactive Software, Inc., Zynga Inc., and Wells Fargo Bank, N.A.

10.43 Xbox 360 Publisher License Agreement dated November 17, 2005, between Microsoft Licensing, GP and the Company *

17 unchanged sentences

10-K 5/24/2017 10.48

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

10.52 PlayStation 5 Amendment to PlayStation Global Developer and Publisher Agreement, effective as of May 1, 2020 and signed on September 30, 2020, between Take-Two Interactive Software, Inc.

12 unchanged sentences

Securities Trading Policy

10-K 5/22/2024 19.1

21.1 Subsidiaries of the Company

23.1 Consent of Ernst & Young LLP

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

31.1 Chief Executive Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

6 unchanged sentences

Policy for the Recovery of Erroneously Awarded Compensation

10-K 5/22/2024 97.1

101.INS The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

14 unchanged sentences

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language):

(i) Consolidated Balance Sheets at March 31, 2024 and 2023, (ii) Consolidated Statements of Operations for the fiscal years ended March 31, 2024, 2023, and 2022, (iii) Consolidated Statements of Comprehensive (Loss) Income for the fiscal years ended March 31, 2024, 2023, and 2022, (iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2024, 2023, and 2022, (v) Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2024, 2023, and 2022, and (vi) Notes to the Consolidated Financial Statements.

(i) Consolidated Balance Sheets at March 31, 2025 and 2024, (ii) Consolidated Statements of Operations for the fiscal years ended March 31, 2025, 2024, and 2023, (iii) Consolidated Statements of Comprehensive Loss for the fiscal years ended March 31, 2025, 2024, and 2023, (iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2025, 2024, and 2023, (v) Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2025, 2024, and 2023, and (vi) Notes to the Consolidated Financial Statements.

Form 10-K Summary

6 unchanged sentences

Consolidated Statements of Operations —For the fiscal years ended March 31, 2025, 2024, and 2023

Consolidated Statements of Comprehensive (Loss) Income —For the fiscal years ended March 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive Loss —For the fiscal years ended March 31, 2025, 2024, and 2023

Consolidated Statements of Cash Flows —For the fiscal years ended March 31, 2025, 2024, and 2023

6 unchanged sentences

We have audited the accompanying consolidated balance sheets of Take-Two Interactive Software, Inc.

(the Company) as of March 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, cash flows, and stockholders’ equity for each of the three years in the period ended March 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of March 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity for each of the three years in the period ended March 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2025, in conformity with U.S.

16 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue recognition

Description of the Matter As described in Note 1 to the consolidated financial statements, revenue for amounts allocated to the game related services for full game software products as well as virtual currency and in-game purchases is recognized ratably over an estimated service period.

Signiﬁcant judgment is exercised by the Company in determining the service period that should be utilized to recognize revenue over time.

Auditing the judgments and estimates made by management in estimating the service period for the game related services is especially challenging as the Company must consider a variety of data points.

Such data points include the weighted average number of days between players’ first day played online or first in-game purchase and last day played online, known online trends, the service periods of the Company’s previously released products, and, to the extent publicly available, the service periods of the Company’s competitors’ products that are similar in nature.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the revenue recognition process.

We selected a sample of transactions and tested the Company’s controls in relation to estimating the service period over which game related services revenue is recognized.

Our audit procedures to test and evaluate the reasonableness of the Company’s estimated service period included, among others, testing the completeness and accuracy of management’s player data analysis, comparing to similar or historical products, analyzing competitor information and performing sensitivity analyses.

Impairment of intangible assets that are subject to amortization

Description of the Matter As of March 31, 2024, the Company's intangible assets that are subject to amortization included developed game technology of $2,487.4 million.

As disclosed in Note 1 to the consolidated financial statements, intangible assets that are subject to amortization are tested for impairment whenever events or changes in circumstances indicate that the related carrying amount of the asset or asset group may not be recoverable.

Description of the Matter As of March 31, 2025, the Company's intangible assets that are subject to amortization included developed game technology and branding and trade names of $1,842.4 million and $255.5 million, respectively.

The carrying amount of the asset is compared to the estimated undiscounted future cash flows that are expected to result from the use of the asset.

During the fiscal year ended March 31, 2024, the Company recorded impairment charges of $577.4 million related to certain of its developed game technology intangible assets.

As disclosed in Note 9 to the consolidated financial statements, during the fiscal year ended March 31, 2025, the Company recorded impairment charges of $137.0 million related to certain of its developed game technology intangible assets and $39.3 million related to certain of its branding and trade names intangible assets.

Auditing the Company’s impairment tests was complex due to the significant management judgment and estimation uncertainty in determining the fair value of certain intangible assets that were tested for impairment.

The significant assumptions used to estimate the value of the intangible assets included forecasted revenue, EBITDA margins, long-term decay rates, and discount rates.

The significant assumptions used to estimate the value of the intangible assets included forecasted revenue, EBITDA margins, and royalty rate.

These significant assumptions were forward-looking and could be affected by future company-specific, economic and market conditions.

1 unchanged sentence

For example, we tested controls over management’s review of the significant assumptions used to estimate the fair value of the developed game technology intangible assets that were tested for impairment.

To test the estimated fair value of the developed game technology intangible assets that were impaired, our audit procedures included, among others, evaluating the valuation methodology used, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used by the Company in its analyses.

To test the estimated fair value of the developed game technology and branding and trade names intangible assets that were impaired, our audit procedures included, among others, evaluating the valuation methodology used, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used by the Company in its analyses.

For example, we evaluated the Company’s forecasted revenue and EBITDA margins by considering historical results and current industry and economic trends.

In addition, we involved our internal valuation specialists to assist in testing the methodology and certain significant assumptions used to value the developed game technology intangible assets that were tested for impairment.

In addition, we involved our internal valuation specialists to assist in testing the methodology and certain significant assumptions used to value the branding and trade names intangible assets that were tested for impairment.

We also performed a sensitivity analysis on certain of the significant assumptions to evaluate the change in the fair value estimates that would result from changes in assumptions.

3 unchanged sentences

If the carrying value exceeds the fair value, an impairment charge is recognized equal to the difference between the carrying value of the reporting unit and its fair value.

During the fiscal year ended March 31, 2024, the Company recorded impairment charges of $2,342.1 million, representing a partial impairment related to a certain reporting unit.

As disclosed in Note 9 to the consolidated financial statements, during the fiscal year ended March 31, 2025, the Company recorded impairment charges of $3,545.2 million, representing a partial impairment related to a certain reporting unit.

Auditing the Company’s impairment test was complex due to the significant management judgment and estimation uncertainty involved in determining the fair value of the reporting unit that was quantitatively tested for impairment.

The significant assumptions used to estimate the value of the reporting unit included forecasted revenue, EBITDA margins, long-term growth rate, and discount rate.

The significant assumptions used to estimate the value of the reporting unit included forecasted revenue, EBITDA margins, and discount rate.

These significant assumptions are forward-looking and could be affected by future company-specific, economic and market conditions.

14 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, cash flows and stockholders’ equity for each of the three years in the period ended March 31, 2024, and the related notes and our report dated May 21, 2024 expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Gearbox, which is included in the 2025 consolidated financial statements of the Company and constituted 3.7% of total assets as of March 31, 2025 and 0.4% of net revenue for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Gearbox.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity for each of the three years in the period ended March 31, 2025, and the related notes and our report dated May 20, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

33 unchanged sentences

Other intangibles, net 2,336.0 3,060.6

Deferred tax assets 1.9 44.8

Long-term restricted cash and cash equivalents 88.2 95.9

48 unchanged sentences

Total operating expenses 7,453.3 5,832.4 3,450.5

(Loss) income from operations ( 3,590.6 ) ( 1,165.2 ) 473.6

Loss from operations ( 4,391.1 ) ( 3,590.6 ) ( 1,165.2 )

Interest and other, net ( 93.3 ) ( 103.6 ) ( 141.9 )

(Loss) gain on fair value adjustments, net ( 8.6 ) ( 31.0 ) 6.0

(Loss) income before income taxes ( 3,702.8 ) ( 1,338.1 ) 465.4

Provision for (benefit from) income taxes 41.4 ( 213.4 ) 47.4

Net (loss) income $ ( 3,744.2 ) $ ( 1,124.7 ) $ 418.0

(Loss) earnings per share:

Basic (loss) earnings per share $ ( 22.01 ) $ ( 7.03 ) $ 3.62

Diluted (loss) earnings per share $ ( 22.01 ) $ ( 7.03 ) $ 3.58

Loss on fair value adjustments, net ( 6.9 ) ( 8.6 ) ( 31.0 )

Loss before income taxes ( 4,491.3 ) ( 3,702.8 ) ( 1,338.1 )

(Benefit from) provision for income taxes ( 12.4 ) 41.4 ( 213.4 )

Net loss $ ( 4,478.9 ) $ ( 3,744.2 ) $ ( 1,124.7 )

Loss per share:

Basic and diluted loss per share $ ( 25.58 ) $ ( 22.01 ) $ ( 7.03 )

See accompanying Notes.

TAKE-TWO INTERACTIVE SOFTWARE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in millions)

2025 2024 2023

Net (loss) income $ ( 3,744.2 ) $ ( 1,124.7 ) $ 418.0

Net loss $ ( 4,478.9 ) $ ( 3,744.2 ) $ ( 1,124.7 )

Other comprehensive income (loss)

2 unchanged sentences

Other comprehensive income (loss) 8.2 8.2 ( 56.0 )

Comprehensive (loss) income $ ( 3,736.0 ) $ ( 1,180.7 ) $ 369.3

Comprehensive loss $ ( 4,470.7 ) $ ( 3,736.0 ) $ ( 1,180.7 )

See accompanying Notes.

5 unchanged sentences

Operating activities:

Net (loss) income $ ( 3,744.2 ) $ ( 1,124.7 ) $ 418.0

Net loss $ ( 4,478.9 ) $ ( 3,744.2 ) $ ( 1,124.7 )

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

19 unchanged sentences

Sale and maturities of available-for-sale securities — 146.9 542.0

Purchases of available-for-sale securities — — ( 756.3 )

Divestitures 32.7 — —

Purchases of fixed assets ( 169.4 ) ( 141.7 ) ( 204.2 )

6 unchanged sentences

Tax payment related to net share settlements on restricted stock awards — ( 94.1 ) ( 108.1 )

Repurchase of common stock — — ( 200.0 )

Issuance of common stock 77.3 39.4 65.4

5 unchanged sentences

Payment of contingent earn-out consideration ( 12.0 ) ( 35.7 ) ( 26.8 )

Net cash (used in) provided by financing activities ( 91.4 ) 1,930.3 ( 256.8 )

Net cash provided by (used in) financing activities 650.5 ( 91.4 ) 1,930.3

Effects of foreign currency exchange rates on cash, cash equivalents, and restricted cash and cash equivalents 3.4 3.1 ( 15.9 )

17 unchanged sentences

Comprehensive

(Loss) Income Total

Stockholders'

1 unchanged sentence

Balance, March 31, 2022 139.0 1.4 $ 2,597.2 ( 23.7 ) $ ( 1,020.6 ) $ 2,289.0 $ ( 57.3 ) $ 3,809.7

Net income — — — — — 418.0 — 418.0

Change in cumulative foreign currency translation adjustment — — — — — — ( 43.6 ) ( 43.6 )

Net unrealized gain on available-for-sale securities, net of taxes — — — — — — ( 5.1 ) ( 5.1 )

Repurchased common stock — — — ( 1.3 ) ( 200.0 ) — — ( 200.0 )

Stock-based compensation — — 258.7 — — — — 258.7

Net share settlement of restricted stock awards ( 0.4 ) — ( 64.1 ) — — — — ( 64.1 )

Issuance of restricted stock, net of forfeitures and cancellations 1.2 — — — — — — —

Issuance of shares related to Nordeus acquisition 0.5 — 94.1 — — — — 94.1

Employee share purchase plan settlement 0.1 — 19.7 — — — — 19.7

Balance, March 31, 2022 139.0 1.4 2,597.2 ( 23.7 ) ( 1,020.6 ) 2,289.0 ( 57.3 ) 3,809.7

Net loss — — — — — ( 1,124.7 ) — ( 1,124.7 )

20 unchanged sentences

Balance, March 31, 2024 194.5 1.9 9,371.6 ( 23.7 ) ( 1,020.6 ) ( 2,579.9 ) ( 105.1 ) 5,667.9

Net loss — — — — — ( 4,478.9 ) — ( 4,478.9 )

Change in cumulative foreign currency translation adjustment — — — — — — 8.2 8.2

Stock-based compensation — — 398.5 — — — — 398.5

Issuance of restricted stock, net of forfeitures and cancellations 2.4 — — — — — — —

Exercise of stock options 0.6 — 31.4 — — — — 31.4

Employee share purchase plan settlement 0.4 — 45.9 — — — — 45.9

Issuance of shares related to Zynga convertible notes 0.1 — 16.0 — — — — 16.0

Issuance of shares related to Gearbox acquisition 2.8 — 448.6 — — — — 448.6

Other changes, net — 0.1 — — — — — 0.1

Balance, March 31, 2025 200.8 2.0 $ 10,312.0 ( 23.7 ) $ ( 1,020.6 ) $ ( 7,058.8 ) $ ( 96.9 ) $ 2,137.7

See accompanying Notes.

6 unchanged sentences

We are a leading developer, publisher, and marketer of interactive entertainment for consumers around the globe.

We develop, operate, and publish products principally through Rockstar Games, 2K, Private Division, and Zynga.

Our products are designed for console gaming systems, PC, and mobile, including smartphones and tablets.

We develop, operate, and publish products principally through Rockstar Games, 2K, and Zynga.

In October 2024, we sold our Private Division label, including our rights to substantially all of the label's titles.

Our products are designed for console gaming systems, mobile, including smartphones and tablets, and PC.

We deliver our products through physical retail, digital download, online platforms, and cloud streaming services.

10 unchanged sentences

the recoverability and amortization of software development costs, licenses, and intangible assets;

assets acquired and liabilities assumed in business combinations, including the valuation of contingent earn-out consideration;

assets acquired and liabilities assumed in business combinations;

the realization of deferred income taxes;

the valuation of stock-based compensation;

and assumptions used in our goodwill impairment tests.

and assumptions used in our goodwill and intangible impairment tests.

These estimates generally involve complex issues and require us to make judgments, involve analysis of historical and the prediction of future trends, and are subject to change from period to period.

1 unchanged sentence

We consider transactions or events that occur after the balance sheet date, but before the financial statements are issued, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.

We have one operating and reportable segment.

Our operations involve similar products and customers worldwide.

Revenue earned is primarily derived from the sale of software titles, which are internally developed and developed by third parties.

Our Chief Executive Officer, who is our Chief Operating Decision Maker ("CODM"), manages our operations on a consolidated basis—supplemented by sales information by product category, major product title, and platform—for the purpose of evaluating performance and allocating resources.

Financial information about our one segment and geographic areas is included in Note 2 - Revenue from Contracts with Customers and Note 8 - Fixed Assets, Net .

Concentration of Credit Risk and Accounts Receivable

8 unchanged sentences

Our five largest customers accounted for 81.0 %, 79.8 % and 79.6 % of net revenue during the fiscal years ended March 31, 2025, 2024 and 2023, respectively.

One customer accounted for 23.2 %, 23.5 % and 38.0 % of net

revenue during the fiscal years ended March 31, 2024, 2023, and 2022, respectively.

One customer accounted for 24.4 %, 21.1 % and 16.2 % of net revenue during the fiscal years ended March 31, 2025, 2024, and 2023, respectively.

A second customer accounted for 22.8 %, 23.2 %, and 23.5 % of net revenue during the fiscal years ended March 31, 2025, 2024, and 2023, respectively.

A third customer accounted for 17.4 %, 18.6 %, and 20.8 % of net revenue during the fiscal years ended March 31, 2025, 2024, and 2023, respectively.

A fourth customer accounted for 10.1 %, 12.3 %, and 13.6 % of net revenue during the fiscal years ended March 31, 2025, 2024, and 2023, respectively.

As of March 31, 2025 and 2024, five customers accounted for 72.1 % and 69.9 % of our gross accounts receivable, respectively.

1 unchanged sentence

We had three customers who accounted for 24.0 %, 21.3 %, and 15.7 % of our gross accounts receivable as of March 31, 2025 and three customers who accounted for 21.8 %, 18.1 %, and 16.9 % of our gross accounts receivable as of March 31, 2024.

We did not have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, 2024 and 2023.

have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, 2025 and 2024.

Based upon performing ongoing credit evaluations, maintaining trade credit insurance on a majority of our customers who sell our physical products, and our past collection experience, we believe that the receivable balances from these largest customers do not represent a significant credit risk.

4 unchanged sentences

Short-term Investments

Short-term investments designated as available-for-sale securities are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics.

Investments with original maturities greater than 90 days and remaining maturities of less than one year are normally classified within Short-term investments on our Consolidated Balance Sheets.

In addition, investments with maturities beyond one year at the time of purchase that are highly liquid in nature and represent the investment of cash that is available for current operations are classified as short-term investments.

Unrealized gains and losses of available-for-sale securities are excluded from earnings and are reported as a component of Other comprehensive income (loss), net of tax, until the security is sold, the security has matured, or we determine that the fair value of the security has declined below its adjusted cost basis and the decline is not due to a credit loss.

Realized gains and losses on short-term investments are calculated based on the specific identification method and would be reclassified from Accumulated other comprehensive loss to Interest and other, net.

Short-term investments are evaluated for impairment quarterly.

11 unchanged sentences

Prior to establishing technological feasibility of a product, we record any costs incurred by third-party developers as research and development expenses.

We enter into agreements with third-party developers that require us to make payments for game development and production services.

In exchange for our payments, we receive the exclusive publishing and distribution rights to the finished game title as well as, in some cases, the underlying intellectual property rights.

Such agreements typically allow us to fully recover these payments to the developers at an agreed upon royalty rate earned on the subsequent sales of such software, net of any agreed upon costs.

Subsequent to establishing technological feasibility of a product, we capitalize all development and production service payments to third-party developers as software development costs and licenses.

We typically enter into

agreements with third-party developers after completing the technical design documentation for our products and therefore record the design costs leading up to a signed development contract as research and development expense.

When we contract with third-party developers, we generally select those that have proven technology and experience in the genre of the software being developed, which often allows for the establishment of technological feasibility early in the development cycle.

In instances where the documentation of the design and technology are not in place prior to an executed contract, we monitor the software development process and require our third-party developers to adhere to the same technological feasibility standards that apply to our internally developed products.

If we subsequently determine that a product that was technologically feasible ceases to meet the requirements for that determination, costs capitalized to date are expensed to Research and development in the period where the product is deemed no longer technologically feasible.

Licenses consist of payments and guarantees made to holders of intellectual property rights for use of their trademarks, copyrights or other intellectual property rights in the development of our products.

6 unchanged sentences

Amortization periods for our software products generally range from 12 to 36 months.

Certain government grants earned on qualified production spend generally either reduce the cost basis of our capitalized software development costs, which therefore results in reduced expense over the amortization period, or reduce period development expense recognized for titles that do not meet the capitalization criteria.

period development expense recognized for titles that do not meet the capitalization criteria.

Such incentives are accounted for by analogizing under ASC 105-10-05-2 to the grant accounting model under IAS 20.

19 unchanged sentences

For these arrangements, there is judgment in evaluating if the arrangement provides us with an asset that is physically distinct, or that represents substantially all of the capacity of the asset, and if we have the right to direct the use of the asset.

Lease assets and liabilities are recognized based on the present value of future lease payments over the lease term at the

commencement date.

Lease assets and liabilities are recognized based on the present value of future lease payments over the lease term at the commencement date.

Included in the lease liability are future lease payments that are fixed, in-substance fixed, or payments based on an index or rate known at the commencement date of the lease.

9 unchanged sentences

Goodwill is the excess of purchase price paid over identified intangible and tangible net assets of acquired companies.

Intangible assets consist of intellectual property, developed game technology, analytics technology, user base, trade names, and in-process research and development.

Intangible assets consist of intellectual property, developed game technology, analytics technology, trade names, and in-process research and development.

Certain intangible assets acquired in a business combination are recognized as assets apart from goodwill.

We use either the income, cost, or market approach to aid in our conclusions of such fair values and asset lives.

The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value.

The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of

the asset, discounted to present value.

The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost.

13 unchanged sentences

Those estimates are based on assumptions that are consistent with the plans and estimates we use to manage the underlying business.

During the fiscal year ended March 31, 2024, we recognized goodwill impairment charges of $ 2,342.1 , representing a partial impairment related to one of our reporting units.

The impairment was primarily due to a reduction in the forecasted performance of the reporting unit due to industry conditions and changes in our strategies for games within the reporting unit in response to those conditions.

There were no goodwill impairments recorded during the fiscal years ended March 31, 2023 or 2022.

During the fiscal years ended March 31, 2025 and 2024, we recognized goodwill impairment charges of $ 3,545.2 and $ 2,342.1 , respectively, representing a partial impairment related to one of our reporting units.

The impairments were primarily due to a reduction in the forecasted performance of the reporting unit due to industry conditions and changes in our strategies for games within the reporting unit in response to those conditions.

There were no goodwill impairments recorded during the fiscal year ended March 31, 2023.

As of March 31, 2025, the goodwill balance of that reporting unit is $ 566.6 .

6 unchanged sentences

The estimated fair value is generally measured by discounting expected future cash flows using an appropriate discount rate.

Refer to Note 9 - Goodwill and Intangible Assets, Net for impairments that occurred in the fiscal year ended March 31, 2024.

Refer to Note 9 - Goodwill and Intangible Assets, Net for impairments that occurred in the fiscal years ended March 31, 2025 and 2024.

As of March 31, 2025, no indicators of impairment existed.

11 unchanged sentences

Valuation allowances are established when we determine that it is more likely than not that such deferred tax assets will not be realized.

We do not record income tax expense related to foreign withholding taxes or United States income taxes that may become payable upon the repatriation of undistributed earnings of foreign subsidiaries, to the extent such earnings are expected to be reinvested indefinitely outside of the United States.

We do not record income tax expense related to foreign withholding taxes or U.S.

income taxes that may become payable upon the repatriation of undistributed earnings of foreign subsidiaries, to the extent such earnings are expected to be reinvested indefinitely outside of the U.S.

We use estimates and assumptions to compute the provision for income taxes including allocations of certain transactions to different tax jurisdictions, amounts of permanent and temporary differences, the likelihood of deferred tax assets being recovered and the outcome of contingent tax risks.

46 unchanged sentences

For the sale of physical software products, recognition of revenue allocated to game related services does not begin until the product is sold-through by our customer to the end user.

We currently estimate sell-

through to the end user for all our titles to be approximately two months after we have sold-in the software products to retailers.

We currently estimate sell-through to the end user for all our titles to be approximately two months after we have sold-in the software products to retailers or the street date, whichever is later.

Determining the estimated sell-through period requires management judgment and estimates.

27 unchanged sentences

Based on our evaluation of the above indicators, for sales arrangements via Microsoft’s Xbox Live, Sony’s PlayStation Network, Valve's Steam, and Epic Games Store we have determined we are not the principal in the sales transaction to the end user and therefore we report revenue based on the consideration received from the digital storefront.

For sales arrangements via Apple's App Store and the Google Play Store, we have determined that we are the principal to the end user and thus report

revenue on a gross basis and mobile platform fees charged by these digital storefronts are expensed as incurred and reported within Cost of revenue.

For sales arrangements via Apple's App Store and the Google Play Store, we have determined that we are the principal to the end user and thus report revenue on a gross basis and mobile platform fees charged by these digital storefronts are expensed as incurred and reported within Cost of revenue.

Shipping and Handling

28 unchanged sentences

These incentives are considered adjustments to the transaction price of our software products and are reflected as reductions to revenue.

Sales incentives incurred by us for distinct goods or services received, such as the appearance of our

products in a customer’s national circular ad, are included in Selling and marketing expense if there is a separate identifiable benefit and the benefit’s fair value can be established.

Sales incentives incurred by us for distinct goods or services received, such as the appearance of our products in a customer’s national circular ad, are included in Selling and marketing expense if there is a separate identifiable benefit and the benefit’s fair value can be established.

Otherwise, such sales incentives are reflected as a reduction to revenue.

10 unchanged sentences

We expense marketing costs as incurred, except for production costs associated with media advertising, which are deferred and charged to expense when the related advertisement is run for the first time.

Advertising, marketing, and other promotional expenses for the fiscal years ended March 31, 2024, 2023 and 2022 amounted to $ 1,132.4 , $ 1,212.5 and $ 297.3 , respectively, and are included in Selling and marketing expense in our Consolidated Statements of Operations.

Advertising, marketing, and other

promotional expenses for the fiscal years ended March 31, 2025, 2024, and 2023 amounted to $ 1,253.9 , $ 1,132.4 , and $ 1,212.5 , respectively, and are included in Selling and marketing expense in our Consolidated Statements of Operations.

Stock-based Compensation

18 unchanged sentences

Stock-based compensation expense is recorded net of forfeitures as they occur.

Beginning in April 2024, employee participants fulfilled their related tax withholding obligation by selling vested shares at the time of vesting in non-discretionary transactions pursuant to our mandatory sell-to-cover policy.

The proceeds from the employee participants' sales of vested shares are remitted to us to cover the tax withholding payments to tax authorities.

Earnings (loss) per Share ("EPS")

12 unchanged sentences

Recently Adopted Accounting Pronouncements

Segment Reporting Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 (April 1, 2024 for the Company).

The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements.

We adopted the new guidance for the fiscal year ended March 31, 2025 and included the required disclosures with respect to our one operating segment.

Refer to Note 22 - Seg ment Reportin g and Geographic Information .

Recently Issued Accounting Pronouncements

Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires additional, disaggregated disclosure about certain income statement expense line items.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 (April 1, 2027 for the Company) and interim periods within fiscal years beginning after December 15, 2027 (April 1, 2028 for the Company).

We are currently evaluating the potential impact of adopting this guidance on our Consolidated Financial Statements and related disclosures.

Income Tax Disclosures

5 unchanged sentences

We are currently evaluating the potential impact of adopting this guidance on our Consolidated Financial Statements and related disclosures.

Segment Reporting Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 (April 1, 2024 for the Company).

The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements.

We are currently evaluating the potential impact of adopting this guidance on our Consolidated Financial Statements and related disclosures.

REVENUE FROM CONTRACTS WITH CUSTOMERS

21 unchanged sentences

Total net revenue $ 5,633.6 $ 5,349.6 $ 5,349.9

We attribute net revenue to geographic regions based on software product destination.

Net revenue by geographic region was as follows:

Fiscal Year Ended March 31,

2024 2023 2022

Net revenue recognized:

United States $ 3,279.2 $ 3,360.0 $ 2,100.2

International 2,070.4 1,989.9 1,404.6

Total net revenue $ 5,349.6 $ 5,349.9 $ 3,504.8

Net revenue by platform was as follows:

18 unchanged sentences

The balance of deferred revenue, including current and non-current balances as of March 31, 2025 and March 31, 2024 were $ 1,108.9 and $ 1,102.4 , respectively.

For the fiscal year ended March 31, 2024, the additions to our deferred revenue balance were due primarily to cash payments received or due in advance of satisfying our performance obligations, while the reductions to our deferred revenue balance were due primarily to the recognition of revenue upon fulfillment of our performance obligations, both of which were in the ordinary course of business.

For the fiscal year ended March 31, 2025, the additions to our deferred revenue balance were primarily due to cash payments received or due in advance of satisfying our performance obligations, while the reductions to our deferred revenue balance were primarily due to the recognition of revenue upon fulfillment of our performance obligations, both of which were in the ordinary course of business.

During the fiscal year ended March 31, 2025, $ 1,044.4 of revenue was recognized that was included in the deferred revenue balance at the beginning of the respective period.

7 unchanged sentences

As part of the 2017 Management Agreement, Strauss Zelnick, the President of ZelnickMedia, continued to serve as Executive Chairman and Chief Executive Officer of the Company, and Karl Slatoff, a partner of ZelnickMedia, continued to serve as President of the Company.

The 2017 Management Agreement provided for an annual management fee of $ 3.1 over the term of the agreement and a maximum annual bonus opportunity of $ 7.4 over the term of the agreement, based on the Company achieving certain performance thresholds.

The 2017 Management Agreement

provided for an annual management fee of $ 3.1 over the term of the agreement and a maximum annual bonus opportunity of $ 7.4 over the term of the agreement, based on the Company achieving certain performance thresholds.

In May 2022, we entered into a new management agreement (the "2022 Management Agreement") with ZelnickMedia that replaced the 2017 Management Agreement and pursuant to which ZelnickMedia will continue to provide financial and management consulting services to the Company through March 31, 2029.

The 2022 Management Agreement became effective May 23, 2022, when our acquisition of Zynga closed (refer to Note 20 - Acquisitions ).

The 2022 Management Agreement became effective May 23, 2022, when our acquisition of Zynga closed.

On May 21, 2022, ZelnickMedia assigned substantially all of its rights and obligations and other liabilities under the 2022 Management Agreement to ZMC Advisors, L.P.

6 unchanged sentences

Pursuant to the 2022 Management Agreement and 2017 Management Agreement, we also issued stock-based awards to ZMC.

During the fiscal years ended March 31, 2024, 2023, and 2022, we recorded $ 52.8 , $ 47.1 , and $ 29.2 , respectively, of

stock-based compensation expense for non-employee awards, which is included in General and administrative expenses.

During the fiscal years ended March 31, 2025, 2024, and 2023, we recorded $ 56.2 , $ 52.8 , and $ 47.1 , respectively, of stock-based compensation expense for non-employee awards, which is included in General and administrative expenses.

See Note 16 - Stock-Based Compensation for a discussion of such awards.

22 unchanged sentences

Other assets:

Equity securities 7.3 — — 7.3

Private equity — — 24.3 24.3

1 unchanged sentence

Accrued expenses and other current liabilities:

Contingent earn-out consideration $ — $ — $ 12.4 $ 12.4

Other-long term liabilities:

Contingent earn-out consideration — — 0.7 0.7

Short-term debt, net:

Convertible notes — 24.6 — 24.6

Foreign currency forward contracts $ — $ 0.1 $ — $ 0.1

Long-term debt, net:

4 unchanged sentences

Cash and cash equivalents:

Bank-time deposits $ 368.0 $ — $ — $ 368.0

Money market funds $ 177.5 $ — $ — $ 177.5

Bank-time deposits 64.8 — — 64.8

Short-term investments:

Corporate bonds — 145.2 — 145.2

Bank-time deposits 22.0 — — 22.0

8 unchanged sentences

Accrued expenses and other current liabilities:

Foreign currency forward contracts $ — $ 2.5 $ — $ 2.5

Contingent earn-out consideration $ — $ — $ 12.4 $ 12.4

1 unchanged sentence

Contingent earn-out consideration — — 0.7 0.7

Short-term debt, net

Convertible notes — 24.6 — 24.6

Long-term debt, net:

2 unchanged sentences

We did not have any transfers between Level 1 and Level 2 fair value measurements, nor did we have any transfers into or out of Level 3 during the fiscal year ended March 31, 2025.

In connection with the Nordeus acquisition we completed on June 1, 2021, our consideration included a contingent earn-out consideration arrangement that requires us to pay an aggregate of $ 153.0 in cash if Nordeus achieves certain performance measures over the 12 - and 24 -month periods following the closing.

We recorded $ 61.1 as the initial fair value of contingent earn-out consideration.

The fair value was estimated using a Monte-Carlo simulation model, which included significant unobservable Level 3 inputs, such as projected financial performance over the earn-out period along with estimates for market volatility and the discount rate applicable to potential cash payouts.

During the fiscal years ended March 31, 2024, March 31, 2023, and March 31, 2022, we recognized General and administrative expense of $ 4.5 , $ 26.5 , and $ 48.0 , respectively, within our Consolidated Statements of Operations for the increase in fair value of the contingent earn-out consideration liability associated with the Nordeus acquisition, which increased the fair value of the contingent consideration liability related to the second earn-out period to $ 69.5 .

During the fiscal year ended March 31, 2024, we paid $ 69.5 related to the second earn-out period.

During the fiscal year ended March 31, 2023, we paid $ 70.1 related to the first earn-out period.

In connection with our acquisition of Popcore on November 16, 2022, consideration included a contingent earn-out consideration arrangement that requires us to pay an aggregate of $ 105.0 in cash if Popcore achieves certain performance measures over each of the three calendar years following the closing.

We recorded $ 23.3 as the initial fair value of contingent earn-out consideration.

The fair value was estimated using a Monte-Carlo simulation model, which included significant

unobservable Level 3 inputs, such as projected financial performance over the earn-out period along with estimates for market volatility and the discount rate applicable to potential cash payouts.

During the fiscal years ended March 31, 2024 and March 31, 2023 we recognized General and administrative expense of $( 12.9 ) and $ 26.5 , respectively, within our Consolidated Statements of Operations for the change in fair value of the contingent earn-out consideration liability associated with the Popcore acquisition.

The fair value of the contingent consideration liability related to the earn-out period is $ 12.7 , with $ 12.0 and $ 0.7 being recorded within Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in our Consolidated Balance Sheet as of March 31, 2024.

The change resulted from a lower probability of Popcore achieving certain performance measures in the remaining two 12-month periods.

The remaining contingent earn-out consideration liability of $ 0.4 recorded within Accrued expenses and other current liabilities in our Consolidated Balance Sheet as of March 31, 2024, relates to immaterial earn-out arrangements from Zynga's historical acquisitions.

For these acquisitions, we estimated the acquisition date fair value of the contingent consideration obligations using a discounted cash flow model.

Nonrecurring fair value measurements

18 unchanged sentences

Bank time deposits $ 22.0 $ — $ — $ 22.0

Available-for-sale securities:

Corporate bonds 147.2 — ( 2.0 ) 145.2

Total Short-term investments $ 22.0 $ — $ — $ 22.0

7 unchanged sentences

Our risk management strategy includes the use of derivative financial instruments to reduce the volatility associated with changes in foreign currency exchange rates on earnings, cash flows, and certain balance sheet amounts.

We do not enter

into derivative financial contracts for speculative or trading purposes.

We do not enter into derivative financial contracts for speculative or trading purposes.

We recognize derivative instruments as either assets or liabilities on our Consolidated Balance Sheets, and we measure those instruments at fair value.

4 unchanged sentences

Forward contracts to purchase foreign currencies 97.0 72.2

For the fiscal years ended March 31, 2024, 2023, and 2022, we recorded a gain of $ 5.3 , a loss of $ 15.1 , and a gain of $ 5.9 , respectively, related to foreign currency forward contracts in Interest and other, net on our Consolidated Statements of Operations.

For the fiscal years ended March 31, 2025, 2024, and 2023, we recorded a gain of $ 5.3 , a gain of $ 5.3 , and a loss of $ 15.1 , respectively, related to foreign currency forward contracts in Interest and other, net on our Consolidated Statements of Operations.

Our foreign currency exchange forward contracts are not designated as hedging instruments under hedge accounting and are used to reduce the impact of foreign currency on certain balance sheet exposures.

15 unchanged sentences

Amortization and impairment, net of stock-based compensation $ 333.8 $ 292.7 $ 268.3

During the fiscal year ended March 31, 2024, $ 88.2 of the impairment charges relate to our cost reduction program (refer to Note 21 - Business Reorganization ), the remaining $ 21.7 related to (i) a decision not to proceed with further development of certain interactive entertainment software products, and (ii) recognizing unamortized capitalized costs for the development of a title that exceed the anticipated net realizable value of the asset at the time they were impaired.

During the fiscal year ended March 31, 2025, $ 42.4 of the impairment charges related to a decision not to proceed with further development of certain interactive entertainment software products.

The remaining $ 35.1 of the impairment charges relate to our cost reduction program (refer to Note 21 - Business Reorganization ).

During the fiscal year ended March 31, 2024, $ 88.2 of the impairment charges relate to our cost reduction program, the remaining $ 21.7 related to (i) a decision not to proceed with further development of certain interactive entertainment software products, and (ii) recognizing unamortized capitalized costs for the development of a title that exceed the anticipated net realizable value of the asset at the time they were impaired.

During the fiscal year ended March 31, 2023, the impairment charges related to (i) a decision not to proceed with further development of certain interactive entertainment software products, and (ii) recognizing unamortized capitalized costs for the development of a title, which were anticipated to exceed the net realizable value of the asset at the time they were impaired.

As a result of government grants earned on qualified production spend to date, our software development costs and licenses were reduced by $ 170.5 and $ 108.3 as of March 31, 2025 and 2024, respectively.

We had $ 128.1 and $ 198.5 current receivable within Prepaid expenses and other, and $ 150.6 and $ 109.3 non-current receivable within Other assets on our Consolidated Balance Sheets relating to such government grants as of March 31, 2025 and 2024, respectively.

Within our Consolidated Statements of Operations, Cost of revenue, for fiscal years ended March 31, 2024, 2023, and 2022, was reduced by $ 45.3 , $ 41.2 , and $ 46.8 , respectively, and Research and development expense was reduced by $ 5.9 for the fiscal year ended March 31, 2024, $ 4.5 for the fiscal year ended March 31, 2023, with no such reduction in the fiscal year ended March 31, 2022 .

Within our Consolidated Statements of Operations, for fiscal years ended March 31, 2025, 2024, and 2023, Cost of revenue, was reduced by $ 167.4 , $ 45.3 , and $ 41.2 , respectively, and Research and development expense was reduced by $ 43.2 , $ 5.9 , and $ 4.5 , respectively.

FIXED ASSETS, NET

10 unchanged sentences

Depreciation expense related to fixed assets for the fiscal years ended March 31, 2025, 2024, and 2023 was $ 153.9 , $ 135.5 , and $ 88.8 , respectively.

The following represents our fixed assets, net by location:

United States $ 242.6 $ 234.1

International 168.5 168.7

Fixed assets, net $ 411.1 $ 402.8

GOODWILL AND INTANGIBLE ASSETS, NET

1 unchanged sentence

Balance at March 31, 2023 $ 6,767.1

Acquisition of Zynga ( see Note 20 )

Acquisition of Popcore ( see Note 20 )

Impairment ( 2,342.1 )

Additions from immaterial acquisitions 9.7

1 unchanged sentence

Balance at March 31, 2024 $ 4,426.4

Gearbox Acquisition 192.9

Impairment ( 3,545.2 )

Divestitures ( 15.8 )

Additions from immaterial acquisitions 3.1

1 unchanged sentence

Balance at March 31, 2025 $ 1,057.3

During the fiscal year ended March 31, 2024, we recognized goodwill impairment charges of $ 2,342.1 , representing a partial impairment related to one of our reporting units.

As of March 31, 2025, the gross amount of goodwill was $ 6,944.6 and our accumulated impairments were $ 5,887.3 for a net carrying amount of $ 1,057.3 .

As of March 31, 2024, the gross amount of goodwill was $ 6,768.5 and our accumulated impairments were $ 2,342.1 for a net carrying amount of $ 4,426.4 .

During the fiscal year ended March 31, 2025, and 2024, we recognized goodwill impairment charges of $ 3,545.2 and $ 2,342.1 , respectively, representing partial impairments related to one of our reporting units.

We identified various qualitative factors that, collectively, indicated that the fair value of one of our reporting units was more likely than not less than its carrying amount, including a reduction in the forecasted performance of the reporting unit due to industry conditions and changes in our strategies for games within the reporting unit in response to those conditions.

1 unchanged sentence

Key assumptions and estimates used in deriving the fair value are forecasted revenue, EBITDA margins, long-term growth rate, and discount rate.

There were no goodwill impairment charges for the fiscal years ended March 31, 2023 and March 31, 2022.

There were no goodwill impairment charges for the fiscal year ended March 31, 2023.

Indefinite-lived intangibles

Other intangibles, net, as of March 31, 2025, included in-process research and development ("IPR&D") assets of $ 36.0 acquired as part of the Gearbox acquisition (refer to Note 20 - Acquisitions ), which are indefinite-lived intangibles and therefore not subject to amortization until the related games are released or development is abandoned, which would result in an impairment.

Definite-lived intangibles

The following table sets forth the intangible assets that are subject to amortization:

23 unchanged sentences

Total amortization of intangible assets $ 922.6 $ 1,418.9 $ 1,506.7

During the fiscal year ended March 31, 2024, we recorded impairment charges of $ 577.4 for acquisition-related Developed Game Technology intangible assets within Cost of revenue as a result of a reduction in the forecasted performance of certain games due to industry conditions and changes in our strategies for certain games in response to those conditions.

During the fiscal year ended March 31, 2025, we recorded impairment charges of $ 137.0 for acquisition-related Developed Game Technology intangible assets within Cost of revenue and $ 39.3 for acquisition-related Branding and Trade Names intangible assets within Depreciation and amortization as a result of a reduction in the forecasted performance of certain games due to industry conditions and changes in our strategies in response to those conditions.

During the fiscal year ended March 31, 2023, we recorded impairment charges of $ 465.3 for acquisition-related Developed Game Technology intangible assets within Cost of revenue as a result of (i) a reduction in the forecasted performance of certain games due to macroeconomic conditions and changes in our strategies for those games and (ii) our decision not to proceed with further development of a certain interactive entertainment software product.

The fair value of those intangible assets was measured using the multi-period excess earnings method, consistent with the approach used at acquisition.

The fair value of Developed Game Technology assets was measured using the multi-period excess earnings method, consistent with the approach used at acquisition.

Key assumptions and estimates used in deriving the fair value are forecasted revenue, EBITDA margins, long-term decay rates, and discount rates.

During the fiscal year ended March 31, 2022, there were no impairment charges for intangible assets.

The fair value of Branding and Trade Names assets was measured using the relief-from-royalty method, consistent with the approach used at acquisition.

Key assumptions and estimates used in deriving the fair value are forecasted revenue, royalty rates, and discount rates.

Estimated future amortization of intangible assets that will be recorded in Cost of revenue and operating expenses for the years ending March 31, are as follows:

4 unchanged sentences

Compensation and benefits 268.3 227.3

Marketing and promotions 94.5 132.7

Licenses 91.4 64.4

Refund liability 34.5 52.4

Marketing and promotions 77.0 94.5

Tax payable 41.5 32.4

Interest payable 39.2 29.4

Sales tax liability 19.3 14.0

Deferred acquisition payments 35.9 17.6

Refund liability 32.8 34.5

Sales tax liability 24.3 19.3

Professional fees 16.4 16.7

Settlement accrual 9.5 —

Other 71.5 113.4

4 unchanged sentences

2028 Notes 4.95 % March 28, 2028 800.0 808.5

2027 Notes 3.70 % April 14, 2027 600.0 576.5

2028 Notes 4.95 % March 28, 2028 800.0 797.8

2029 Notes 5.40 % June 12, 2029 300.0 308.3

2032 Notes 4.00 % April 14, 2032 500.0 468.6

2034 Notes 5.60 % June 12, 2034 300.0 308.9

2026 Convertible Notes 0.00 % December 15, 2026 28.5 28.5

4 unchanged sentences

2025 Notes 3.55 % April 14, 2025 $ 600.0 $ 588.9

2026 Notes 5.00 % March 28, 2026 550.0 547.6

2027 Notes 3.70 % April 14, 2027 600.0 576.5

2028 Notes 4.95 % March 28, 2028 800.0 797.8

2032 Notes 4.00 % April 14, 2032 500.0 462.9

2024 Convertible Notes 0.25 % June 1, 2024 20.8 20.8

2026 Convertible Notes 0.00 % December 15, 2026 25.9 25.9

4 unchanged sentences

Annual Interest Rate Maturity Date March 31, 2025 Fair Value (Level 2)

2024 Convertible Notes 0.25 % June 1, 2024 $ 24.6 $ 24.6

2025 Notes 3.55 % April 14, 2025 $ 600.0 $ 599.9

2026 Notes 5.00 % March 28, 2026 550.0 552.7

Total $ 1,150.0 $ 1,152.6

2 unchanged sentences

Annual Interest Rate Maturity Date March 31, 2024 Fair Value (Level 2)

2024 Notes 3.30 % March 28, 2024 $ 1,000.0 $ 978.2

Term Loan 3.60 % June 21, 2023 350.0 350.0

2024 Convertible Notes 0.25 % June 1, 2024 $ 24.6 $ 24.6

Total $ 24.6 $ 24.6

2 unchanged sentences

The interest expense as it relates to our debt is recorded within Interest and other, net in our Consolidated Statements of Operations for the fiscal year ended March 31, 2025, and 2024, respectively, and was as follows:

Fiscal Year Ended March 31, Fiscal Year Ended

Fiscal Year Ended March 31,

2024 Notes $ — $ 15.1

4 unchanged sentences

2029 Notes 12.9 —

2032 Notes 20.0 20.0

2034 Notes 13.4 —

Term Loan — 1.5

2022 Credit Agreement — 4.1

Total $ 156.9 $ 132.0

5 unchanged sentences

Total Face Value $ 3,678.5

On June 12, 2024, we completed our offering and sale of $ 600.0 aggregate principal amount of our senior notes, consisting of $ 300.0 principal amount of our 5.400 % Senior Notes due 2029 (the "2029 Notes") and $ 300.0 principal amount of our 5.600 % Senior Notes due 2034 (the "2034 Notes").

The 2029 Notes and 2034 Notes (the “New Notes”) were issued as additional notes under the existing Indenture.

Debt issuance costs of $ 5.4 and original issuance discount of $ 1.1 were incurred in connection with the 2029 and 2034 Senior Notes.

These debt issuance costs and original issuance discount are included as a reduction of the debt within Long-term debt, net on our Consolidated Balance Sheet and will be amortized into Interest and other, net in our Consolidated Statements of Operations over the contractual term of the Senior Notes.

On April 14, 2023, we completed our offering and sale of $ 1,000.0 aggregate principal amount of our senior notes, consisting of $ 500.0 principal amount of our 5.000 % Senior Notes due 2026 (the "2026 Notes") and $ 500.0 principal amount of our 4.950 % Senior Notes due 2028 ("the 2028 Notes").

On January 8, 2024, we completed our add-on offering and sale of $ 350.0 aggregate principal amount of our senior notes, consisting of $ 50.0 principal amount of additional 2026 Notes and $ 300.0 principal amount of additional 2028 Notes.

The additional 2026 Notes and 2028 Notes (the “New Notes”) were issued as additional notes under the existing Indenture.

On April 14, 2022, we completed our offering and sale of $ 2,700.0 aggregate principal amount of our senior notes, consisting of $ 1,000.0 principal amount of our 3.300 % Senior Notes due 2024 (the “2024 Notes”), $ 600.0 principal amount of our 3.550 % Senior Notes due 2025 (the “2025 Notes”), $ 600.0 principal amount of our 3.700 % Senior Notes due 2027 (the “2027 Notes”), and $ 500.0 principal amount of our 4.000 % Senior Notes due 2032 (the “2032 Notes” and together with the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes, and 2028 Notes, the "Senior Notes").

The Senior Notes were issued under an indenture, dated as of April 14, 2022 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) and (i) a first supplemental indenture, with respect to the 2024 Notes, (ii) a second supplemental indenture, with respect to the 2025 Notes, (iii) a third supplemental indenture, with respect to the 2027 Notes, (iv) a fourth supplemental indenture, with respect to the 2032 Notes, (v) a fifth supplemental indenture, with respect to the 2026 Notes, and (vi) a sixth supplemental indenture, with respect to the 2028 Notes (collectively, the “Supplemental Indentures” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee.

The Senior Notes were issued under an indenture, dated as of April 14, 2022 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) and (i) a first supplemental indenture, with respect to the 2024 Notes, (ii) a second supplemental indenture, with respect to the 2025 Notes, (iii) a third supplemental indenture, with respect to the 2027 Notes, (iv) a fourth supplemental indenture, with respect to the 2032 Notes, (v) a fifth supplemental indenture, with respect to the 2026 Notes, (vi) a sixth supplemental indenture, with respect to the 2028 Notes, (vii) a seventh supplemental indenture, with respect to the 2029 Notes, and (viii) an eighth supplemental indenture, with respect to the 2034 Notes (collectively, the “Supplemental Indentures” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee.

The Senior Notes are the Company’s senior unsecured obligations and rank equally with all of our other existing and future unsubordinated obligations.

We will pay interest on the 2024 Notes, 2026 Notes, and 2028 Notes semi-annually on March 28 and September 28 of each year, commencing September 28, 2022 for the 2024 Notes and September 28, 2023 for the 2026 Notes and 2028 Notes.

We will pay interest on the 2026 Notes and 2028 Notes semi-annually on March 28 and September 28 of each year, commencing September 28, 2023.

We will pay interest on each of the 2025 Notes, 2027 Notes, and 2032 Notes semi-annually on April 14 and October 14 of each year, commencing October 14, 2022.

We will pay interest on each of the 2029 Notes and 2034 Notes semi-annually on June 12 and December 12 of each year, commencing on December 12, 2024.

During the fiscal year ended March 31, 2025, we made interest payments of $ 147.1 .

The proceeds from the issuances of the Senior Notes were used to finance a portion of our acquisition of Zynga and repay certain of our debt.

The proceeds from the issuances of the Senior Notes in April 2022 were used to finance a portion of our acquisition of Zynga, and the proceeds from the subsequent issuance of Senior Notes were used, or are expected to be used, to repay certain of our debt or for general corporate purposes.

The Senior Notes are not entitled to any sinking fund payments.

5 unchanged sentences

These covenants are subject to a number of important exceptions and limitations, as further provided in the Indenture.

Debt issuance costs of $ 29.4 and original issuance discount of $ 2.4 were incurred in connection with the Senior Notes.

During the fiscal year ended March 31, 2025 and 2024, we recognized $ 6.1 and $ 6.2 , respectively, of amortization of debt issuance costs and $ 0.6 and $ 0.4 , respectively, of amortization of the original issuance discount.

Retirement of Senior Notes

On April 14, 2025, we repaid our 2025 Notes with a principal amount of $ 600.0 , with proceeds from the New Notes.

On June 5, 2023, pursuant to a tender offer, we purchased and retired $ 650.0 in aggregate principal amount of our 2024 Notes, with proceeds received from the 2026 Notes and 2028 Notes.

We repaid the remaining principal amount of $ 350.0 on its maturity date on March 28, 2024, with proceeds received from the New Notes.

We repaid the remaining principal amount of $ 350.0 on its maturity date on March 28, 2024, with proceeds received from the Add-On Offering Notes.

During the fiscal year ended March 31, 2024, we recognized a debt extinguishment gain of approximately $ 7.7 , net of unamortized debt discount and debt issuance costs recorded within Interest and other, net in our Consolidated Statement of Operations.

Credit Agreement

On May 23, 2022, we entered into an unsecured Credit Agreement (as amended, the "2022 Credit Agreement"), which replaced in its entirety the Company's prior Credit Agreement, dated as of February 8, 2019, which was paid off in full and terminated.

On May 23, 2022, we entered into a new unsecured credit agreement (as amended, the "2022 Credit Agreement"), which replaced in its entirety the Company's prior credit agreement, dated as of February 8, 2019, which was paid off in full and terminated.

The 2022 Credit Agreement provides for an unsecured five-year revolving credit facility with commitments of $ 500.0 , including sublimits for (i) the issuance of letters of credit in an aggregate face amount of up to $ 100.0 and (ii) borrowings and letters of credit denominated in Pounds Sterling, Euros, and Canadian Dollars in an aggregate principal amount of up to $ 100.0 .

In addition, the 2022 Credit Agreement contains uncommitted incremental capacity permitting the incurrence of up to an additional amount not to exceed the greater of $ 250.0 and 35.0 % of the Company's Consolidated Adjusted EBITDA (as defined in the 2022 Credit Agreement).

In addition, the 2022 Credit Agreement contained uncommitted incremental capacity permitting the incurrence of up to an additional amount not to exceed the greater of $ 250.0 and 35.0 % of the Company's Consolidated Adjusted EBITDA (as defined in the 2022 Credit Agreement).

On May 16, 2024, we increased the total commitments under the facility to $ 750.0 pursuant to the 2022 Credit Agreement's incremental provisions, leaving no further uncommitted incremental capacity.

Loans under the 2022 Credit Agreement will bear interest at a rate of (a) 0.000 % to 0.625 % above an alternate base rate ( 8.50 % at March 31, 2024) or (b) 1.000 % to 1.625 % above Secured Overnight Financing Rate ("SOFR"), approximately 5.33 % at March 31, 2024, which rates are determined by the Company's credit rating.

Loans under the 2022 Credit Agreement will bear interest at a rate of (a) 0.000 % to 0.625 % above an alternate base rate ( 7.50 % at March 31, 2025) or (b) 1.000 % to 1.625 % above Secured Overnight Financing Rate, approximately 4.33 % at March 31, 2025, which rates are determined by the Company's credit rating.

The 2022 Credit Agreement also includes, among other terms and conditions, a maximum leverage ratio covenant, as well as customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, and dispose of all or substantially all assets, in each case subject to certain exceptions and baskets.

In addition, the 2022 Credit Agreement provides for events of default customary for a credit facility of this size and type, including, among others, non-payment of principal and interest when due thereunder, breaches of representations and warranties, noncompliance with covenants, acts of insolvency, cross-defaults to material indebtedness, and material judgment defaults (subject to certain limitations and cure periods).

On June 6, 2024, we amended the 2022 Credit Agreement in order to increase the maximum leverage ratio thresholds applicable to our financial covenant, which is measured on a quarterly basis.

Upon execution of the 2022 Credit Agreement, we incurred $ 3.5 of debt issuance costs that were capitalized within Other assets on our Consolidated Balance Sheet and will be amortized on a straight-line basis over the five-year term of the 2022 Credit Agreement, with the expense recorded within Interest and other, net in our Consolidated Statements of Operations.

1 unchanged sentence

As of March 31, 2025, there were no borrowings under the 2022 Credit Agreement, and we had approximately $ 747.8 available for additional borrowings.

Information related to availability on our respective credit agreements for each period was as follows:

Information related to availability on our 2022 Credit Agreement for each period was as follows:

March 31, 2025 March 31, 2024

6 unchanged sentences

A portion of the proceeds from the April 14, 2023 issuance of the 2026 Notes and 2028 Notes were used to fully repay the Term Loan on April 27, 2023.

During the fiscal year ended March 31, 2024, we made interest payments of $ 1.8 .

Convertible Notes

In conjunction with the acquisition of Zynga on May 23, 2022 (refer to Note 20 - Acquisitions ), we entered into (a) the First Supplemental Indenture (the “2024 Supplemental Indenture”) to the Indenture, dated as of June 14, 2019 (the “2024 Indenture”), between Zynga and Computershare Trust Company, N.A.

In conjunction with the acquisition of Zynga on May 23, 2022 we entered into (a) the First Supplemental Indenture (the “2024 Supplemental Indenture”) to the Indenture, dated as of June 14, 2019 (the “2024 Indenture”), between Zynga and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, National Association) (the “Convertible Notes Trustee”), relating to Zynga’s 0.25 % Convertible Senior Notes due 2024 (the “2024 Convertible Notes”), and (b) the First Supplemental Indenture (the “2026 Supplemental Indenture” and, together with the 2024 Supplemental Indenture, the “Supplemental Indentures”) to the Indenture, dated as of December 17, 2020 (the “2026 Indenture” and, together with the 2024 Indenture, the “Indentures”), between Zynga and the Convertible Notes Trustee, relating to Zynga’s 0.00 % Convertible Senior Notes due 2026 (the “2026 Convertible Notes” and, together with the 2024 Convertible Notes, the “Convertible Notes”).

3 unchanged sentences

A unit of Reference Property is defined in each Indenture as 0.0406 shares of Take-Two common stock and $ 3.50 in cash, without interest, plus cash in lieu of any fractional shares of Take-Two common stock.

The 2024 Convertible Notes and 2026 Convertible Notes mature on June 1, 2024, and December 15, 2026, respectively, unless earlier converted, redeemed, or repurchased in accordance with their terms, respectively, prior to the

maturity date.

Interest is payable semiannually on the 2024 Convertible Notes in arrears on March 1 and September 1 of each year.

The 2026 Convertible Notes do not bear regular interest, and the principal amount does not accrete.

The acquisition of Zynga constituted a Fundamental Change, a Make-Whole Fundamental Change, and a Share Exchange Event (each as defined in the Indentures) under the Indentures.

4 unchanged sentences

In total, we paid $ 321.6 for the tendered or converted 2024 Convertible Notes, including interest, and $ 845.1 for the tendered 2026 Convertible Notes in cash, and we issued 3.7 shares of our common stock upon the conversion of the 2024 Convertible Notes.

After settlement of all Convertible Notes tendered or surrendered for conversion, $ 21.4 aggregate principal amount of the 2024 Convertible Notes remained outstanding and $ 29.4 aggregate principal amount of the 2026 Convertible Notes remained outstanding at March 31, 2024.

The 2024 Convertible Notes and 2026 Convertible Notes constitute senior unsecured indebtedness of Zynga, ranking pari passu with all of our other existing and future senior unsecured unsubordinated obligations of Zynga.

As a result, the 2024 Convertible Notes and 2026 Convertible Notes are structurally senior to the indebtedness of the Company as to Zynga, its subsidiaries, and their respective assets.

After settlement of all Convertible Notes tendered or surrendered for conversion, and after giving effect to the maturity of the 2024 Convertible Notes described below, no 2024 Convertible Notes remained outstanding and $ 29.4 aggregate principal amount of the 2026 Convertible Notes remained outstanding at March 31, 2025.

The 2026 Convertible Notes constitute senior unsecured indebtedness of Zynga, ranking pari passu with all of our other existing and future senior unsecured unsubordinated obligations of Zynga.

As a result, the 2026 Convertible Notes are structurally senior to the indebtedness of the Company as to Zynga, its subsidiaries, and their respective assets.

As noted above, the Company also guaranteed the payment and other obligations of Zynga under the Convertible Notes.

The Company's guarantees of the 2024 Convertible Notes and 2026 Convertible Notes are the Company's senior unsecured obligations and rank equally with all of the Company's other existing and future senior unsecured unsubordinated obligations.

Under the terms of the applicable Indentures, prior to the close of business on the business day immediately preceding March 1, 2024 with respect to the 2024 Convertible Notes and September 15, 2026 with respect to the 2026 Convertible Notes, the Convertible Notes will be convertible only under the following circumstances:

• during any calendar quarter, if the value of a unit of Reference Property (based on the last reported sales price of our common stock), for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price of the applicable series of the 2024 Convertible Notes or 2026 Convertible Notes, respectively, on each applicable trading day;

• during the five business-day period after any five consecutive trading-day period in which the trading price per one thousand dollar principal amount of each applicable series of the 2024 Convertible Notes or 2026 Convertible Notes for such trading day was less than 98 % of the product of the value of a unit of Reference Property (based on the last reported sale price of our common stock) and the conversion rate of the applicable series of the 2024 Convertible Notes or 2026 Convertible Notes, respectively, on each such trading day;

• if we call the 2024 Convertible Notes or 2026 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the respective redemption date; or

The Company's guarantees of the 2026 Convertible Notes are the Company's senior unsecured obligations and rank equally with all of the Company's other existing and future senior unsecured unsubordinated obligations.

Under the terms of the applicable Indentures, prior to the close of business on the business day immediately preceding September 15, 2026 with respect to the 2026 Convertible Notes, the Convertible Notes will be convertible only under the following circumstances:

• during any calendar quarter, if the value of a unit of Reference Property (based on the last reported sales price of our common stock), for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price of the applicable series of the 2026 Convertible Notes, respectively, on each applicable trading day;

• during the five business-day period after any five consecutive trading-day period in which the trading price per one thousand dollar principal amount of each applicable series of the 2026 Convertible Notes for such trading day was less than 98 % of the product of the value of a unit of Reference Property (based on the last reported sale price of our common stock) and the conversion rate of the applicable series of the 2026 Convertible Notes, on each such trading day;

• if we call the 2026 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the respective redemption date; or

• upon the occurrence of specified corporate events described in the respective Indentures.

Upon any conversion, holders will receive either cash or a combination of cash and shares of Take-Two common stock, at our election.

As of March 31, 2024, the conditions allowing holders of the Convertible Notes to convert their respective series of the Convertible Notes have not been met, and, therefore, both the Convertible Notes are not yet convertible.

We have elected to account for these Convertible Notes, which are considered derivatives, using the fair value option (Level 2) under ASC 825, as the Convertible Notes were initially recognized at fair value under the acquisition method of accounting in connection with the Zynga Acquisition (refer to Note 20 - Acquisitions ) and we do not expect significant fluctuations in fair value through maturity.

We initially recorded $ 778.6 as the acquisition date fair value for the 2024 Convertible Notes and $ 874.5 for the 2026 Convertible Notes.

As of March 31, 2025, the conditions allowing holders of the 2026 Convertible Notes to convert their series of the Convertible Notes have not been met, and, therefore, they are not yet convertible.

We have elected to account for these Convertible Notes, which are considered derivatives, using the fair value option (Level 2) under ASC 825, as the Convertible Notes were initially recognized at fair value under the acquisition method of accounting in connection with the Zynga acquisition and we do not expect significant fluctuations in fair value through maturity.

We initially recorded $ 778.6 as the acquisition date fair value for the 2024 Convertible Notes and $ 874.5 for the 2026

Convertible Notes.

The fair value was determined as the expected cash payment and value of shares to be issued to settle the Convertible Notes.

As of March 31, 2024, we recorded $ 24.6 as the fair value of the remaining outstanding 2024 Convertible Notes, within Short-term debt, net, and $ 25.9 as the fair value of the remaining outstanding 2026 Convertible Notes, within Long-term debt, net, in our Consolidated Balance Sheet.

During the fiscal year

ended March 31, 2024 and 2023, we recognized a loss of $ 6.4 and a loss of $ 37.6 , respectively, within (Loss) gain on fair value adjustments, net in our Consolidated Statements of Operations.

(LOSS) EARNINGS PER SHARE ("EPS")

The following table sets forth the computation of basic and diluted (loss) earnings per share:

The 2024 Convertible Notes matured on June 1, 2024.

During the fiscal year ended March 31, 2025, we paid $ 8.3 for converted 2024 Convertible Notes, including interest, and we issued 0.1 shares of our common stock upon conversion of the 2024 Convertible Notes.

The 2026 Convertible Notes mature on December 15, 2026, unless earlier converted, redeemed, or repurchased in accordance with their terms, prior to the maturity date.

The 2026 Convertible Notes do not bear regular interest, and the principal amount does not accrete.

An aggregate principal amount of $ 29.4 of the 2026 Convertible Notes remained outstanding at March 31, 2025.

We recorded $ 28.5 as the fair value of the remaining outstanding 2026 Convertible Notes, within Long-term debt, net, in our Consolidated Balance Sheet.

During the fiscal year ended March 31, 2025 and 2024, we recognized a loss of $ 2.3 and a loss of $ 6.4 , respectively, within Loss on fair value adjustments, net in our Consolidated Statements of Operations.

LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per share:

Fiscal Year Ended March 31,

2025 2024 2023

Computation of Basic (loss) earnings per share:

Net (loss) income $ ( 3,744.2 ) $ ( 1,124.7 ) $ 418.0

Weighted average common shares outstanding—basic 170.1 159.9 115.5

Basic (loss) earnings per share ( 22.01 ) ( 7.03 ) 3.62

Computation of Diluted (loss) earnings per share:

Net (loss) income $ ( 3,744.2 ) $ ( 1,124.7 ) $ 418.0

Computation of Basic loss per share:

Net loss $ ( 4,478.9 ) $ ( 3,744.2 ) $ ( 1,124.7 )

Weighted average common shares outstanding—basic 175.1 170.1 159.9

dilutive effect of common stock equivalents — — 1.3

Weighted average common shares outstanding—diluted 170.1 159.9 116.8

Diluted (loss) earnings per share $ ( 22.01 ) $ ( 7.03 ) $ 3.58

Basic loss per share ( 25.58 ) ( 22.01 ) ( 7.03 )

We incurred a net loss for the fiscal year ended March 31, 2025, 2024, and 2023;

therefore, the diluted weighted average shares outstanding exclude the effect of unvested common stock equivalents because their effect would be antidilutive.

therefore, the diluted weighted average shares outstanding excludes the effect of unvested common stock equivalents because their effect would be antidilutive.

For the fiscal year ended March 31, 2025, we had 2.3 potentially dilutive shares from share-based awards and 0.1 of shares from Convertible Notes that are excluded due to the net loss for the period.

Our lease arrangements are primarily for (1) corporate, administrative, and development studio offices and (2) data centers and server equipment.

Our existing leases have remaining lease terms ranging from one to fourteen years .

Our existing leases have remaining lease terms ranging from one to thirteen years .

In certain instances, such leases include one or more options to renew, with renewal terms that generally extend the lease term by one to five years for each option.

6 unchanged sentences

Short-term lease costs 3.8 4.9 4.1

During the fiscal year ended March 31, 2025, we recognized $ 3.9 of impairment charges for office closures related to our cost reduction program (refer to Note 21 - Business Reorganization ).

There were no impairment charges during the fiscal year ended March 31, 2024.

During the fiscal year ended March 31, 2023, we recognized a $ 30.0 impairment loss related to an ROU asset related to Zynga's office space lease in San Francisco, which is available for sublease and not currently used by us due to the continued deterioration of the sublease market, unsuccessful negotiations with a potential sub-tenant, and our decision to change our sublease marketing strategy.

19 unchanged sentences

As of March 31, 2025, we have entered into facility leases that have not yet commenced with future lease payments of approximately $ 3.0 .

These leases are expected to commence within the next twelve months and will have lease terms ranging from three to ten years .

These leases are expected to commence within the next twelve months and will have lease terms ranging from two to four years .

COMMITMENTS AND CONTINGENCIES

11 unchanged sentences

Software Development and Licensing Agreements:

We make payments to third-party software developers that include contractual payments to developers under several software development agreements that expire at various times through October 2030.

We make payments to third-party software developers that include contractual payments to developers under several software development agreements that expire at various times.

Our aggregate outstanding software development commitments assume satisfactory performance by third-party software developers.

2 unchanged sentences

We have certain minimum marketing support commitments where we commit to spend specified amounts related to marketing our products.

Marketing commitments expire at various times through March 2030 and primarily reflect our agreements with major sports leagues and players' associations.

Marketing commitments expire at various times and primarily reflect our agreements with major sports leagues and players' associations.

Purchase Obligations:

These obligations are primarily related to agreements to purchase services that are enforceable and legally binding on us that specifies all significant terms, including fixed, minimum or variable pricing provisions;

and the approximate timing of the transactions, expiring at various times through August 2028.

and the approximate timing of the transactions, expiring at various times.

Employee Savings Plans:

For our United States employees we maintain a 401(k) retirement savings plan and trust.

employees we maintain a 401(k) retirement savings plan and trust.

Our 401(k) plan is offered to all eligible employees and participants may make voluntary contributions.

6 unchanged sentences

While it is reasonably possible that a loss may be incurred in excess of the amounts accrued in our financial statements, we believe that such losses, unless otherwise disclosed, would not be material.

Components of (Loss) income before income taxes are as follows:

Components of Loss before income taxes are as follows:

Fiscal Year Ended March 31,

2 unchanged sentences

Foreign ( 2,020.2 ) ( 1,621.0 ) ( 401.1 )

(Loss) income before income taxes $ ( 3,702.8 ) $ ( 1,338.1 ) $ 465.4

Provision for (benefit from) current and deferred income taxes consists of the following:

Loss before income taxes $ ( 4,491.3 ) $ ( 3,702.8 ) $ ( 1,338.1 )

(Benefit from) provision for current and deferred income taxes consists of the following:

Fiscal Year Ended March 31,

8 unchanged sentences

Total deferred income taxes ( 139.1 ) ( 101.5 ) ( 384.9 )

Provision for (benefit from) income taxes $ 41.4 $ ( 213.4 ) $ 47.4

(Benefit from) provision for income taxes $ ( 12.4 ) $ 41.4 $ ( 213.4 )

A reconciliation of our effective tax rate to the U.S.

26 unchanged sentences

income tax rates.

(2) Fiscal year ended March 31, 2024 include tax expense of $ 29.2 from a decrease in the deferred tax assets related to Switzerland's Federal Act on Tax Reform and AVH Financing ("TRAF") enacted on January 1, 2020.

Fiscal years ended March 31, 2023, and March 31, 2022, include tax benefit of $ 5.6 and $ 11.6 , respectively, from the effects of an increase in the deferred tax asset.

(2) Fiscal year ended March 31, 2024 includes tax expense of $ 29.2 from a decrease in the deferred tax assets related to Switzerland's Federal Act on Tax Reform and AVH Financing ("TRAF") enacted on January 1, 2020.

Fiscal year ended March 31, 2023 includes a tax benefit of $ 5.6 from the effects of an increase in the deferred tax asset.

(3) Tax benefits were recorded for fiscal years ended March 31, 2025, 2024, and 2023 attributable to certain tax credits related to software development activities.

(4) The change in domestic and foreign valuation allowance includes an increase in our valuation allowance on deferred tax assets as a result of a determination in the fiscal year ended March 31, 2024 that it was more likely than not that such deferred tax assets would not be realized.

(4) The change in domestic and foreign valuation allowance includes an increase in our valuation allowance on deferred tax assets as a result of a determination in the fiscal years ended March 31, 2025 and 2024 that it was more likely than not that such deferred tax assets would not be realized.

(5) For the fiscal year ended March 31, 2023, includes nondeductible expense of $ 8.2 relating to loss on the redemption of convertible debt

5 unchanged sentences

Tax basis step up related to TRAF 131.1 131.1

Net operating loss carryforward 104.1 63.2

Operating lease liabilities 100.2 101.9

Accrued compensation expense 79.7 72.6

Net operating loss carryforward 63.2 50.3

Disallowed interest 20.8 —

Deferred revenue 2.8 —

Business reorganization 1.1 1.0

Other 10.7 1.7

9 unchanged sentences

$ ( 259.5 ) $ ( 339.0 )

(1) As of March 31, 2024, $ 1.9 is included in Deferred tax assets and $ 340.9 is included in Deferred tax liabilities, net.

As of March 31, 2023 , $ 44.8 is included in Deferred tax assets and $ 534.0 is included in Deferred tax liabilities, net.

(1) As of March 31, 2025, $ 0.1 is included in Deferred tax assets, included within Prepaid expenses and other on our Consolidated Balance Sheets, and $ 259.6 is included in Deferred tax liabilities, net.

As of March 31, 2024 , $ 1.9 is included in Deferred tax assets, included within Other asset on our Consolidated Balance Sheets, and $ 340.9 is included in Deferred tax liabilities, net.

We assess the realizability of the deferred tax assets based on the available positive and negative evidence in order to determine the amount which is more likely than not to be realized and record a valuation allowance as necessary.

5 unchanged sentences

At March 31, 2025, we had domestic tax credit carryforwards totaling $ 436.4 , of which $ 0.2 expire in 2026 to 2028, $ 104.5 expire from 2043 to 2046, and the remainder may be carried forward indefinitely.

In addition, we had international tax credits of $ 12.0 which will expire from 2034 to 2042.

The total amount of undistributed earnings of foreign subsidiaries was approximately $ 180.5 at March 31, 2025 and $ 492.5 at March 31, 2024.

The amount of undistributed earnings of foreign subsidiaries of $ 456.0 as of March 31, 2023 was offset by a deficit of $ 391.4 relating to Zynga, while the amount at March 31, 2024 does not include amounts relating to foreign subsidiaries with deficits.

As of March 31, 2025, it is our intention to reinvest indefinitely undistributed earnings of our foreign subsidiaries.

8 unchanged sentences

We recognize interest and penalties related to uncertain tax positions in the provision for income taxes in our Consolidated Statements of Operations.

For the fiscal years ended March 31, 2024, 2023, and 2022, we recognized an increase

of interest and penalties of $ 13.5 , $ 8.9 , and $ 1.9 , respectively.

For the fiscal years ended March 31, 2025, 2024, and 2023, we recognized an increase of interest and penalties of $ 14.8 , $ 13.5 , and $ 8.9 , respectively.

The gross amount of interest and penalties accrued as of March 31, 2025 and 2024 was $ 48.4 and $ 33.6 , respectively.

5 unchanged sentences

jurisdictions for years prior to fiscal year ended March 31, 2018.

state and foreign taxing authorities are currently examining our income tax returns for the fiscal years ended March 31, 2016 through March 31, 2022.

federal, state and foreign taxing authorities are currently examining our income tax returns for the fiscal years ended March 31, 2016 through March 31, 2023.

The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.

7 unchanged sentences

Prior year tax positions (1)

2.3 109.7 4.2

Reduction of prior year tax positions ( 60.3 ) — ( 26.3 )

7 unchanged sentences

Stock Incentive Plan

In September 2017, our stockholders approved our 2017 Stock Incentive Plan (the "2017 Plan").

In September 2017, our stockholders approved our 2017 Stock Incentive Plan (as amended and restated, the "2017 Plan").

The aggregate number of shares issuable under the 2017 Plan is 25.7 , subject to adjustment as set forth in the 2017 Plan, and, as of March 31, 2025, there were approximately 8.3 shares available for issuance.

The 2017 Plan is administered by the Compensation Committee of the Board of Directors and allows for awards of restricted stock units and other stock-based awards of our common stock to employees and non-employees, including to ZMC in connection with their contract to provide executive management service to us.

Subject to the provisions of the plans, the Board of Directors, or any Committee appointed by the Board of Directors, has the authority to determine the individuals to whom the equity awards are to be granted, the number of shares to be covered by each equity award, the vesting period, restrictions, if any, on the equity award and the terms and conditions of the equity award.

Upon the vesting of certain stock-based awards, employees have the option to have us withhold shares to satisfy the employee's federal and state tax withholding requirements.

The 2017 Plan is administered by the Compensation Committee of the Board of Directors (the "Board") and allows for awards of restricted stock units and other stock-based awards of our common stock to employees and non-employees, including to ZMC in connection with their contract to provide executive management service to us.

Subject to the provisions of the plans, the Board, or any Committee appointed by the Board, has the authority to determine the individuals to whom the equity awards are to be granted, the number of shares to be covered by each equity award, the vesting period, restrictions, if any, on the equity award and the terms and conditions of the equity award.

Stock-Based Compensation Expense

15 unchanged sentences

For the fiscal years ended March 31, 2025, 2024, and 2023, the total fair values of restricted stock units that vested were $ 526.6 , $ 309.3 , and $ 321.8 , respectively.

In connection with the Zynga Acquisition (see Note 20 - Acquisitions ), (i) the outstanding and unexercised options to purchase Zynga common stock were assumed by the Company and automatically converted into options exercisable for shares of Take-Two common stock (the “Converted Options”), (ii) the issued and outstanding restricted stock unit awards with respect to Zynga common stock were assumed by the Company and automatically converted into a Take-Two restricted stock unit award with respect to shares of Take-Two common stock (the “Converted RSUs”), and (iii) the issued and outstanding performance stock unit awards with respect to Zynga common stock were assumed by the Company and automatically converted into a Take-Two restricted stock unit award with respect to shares of Take-Two common stock (the “Converted PSUs” and together with the Converted Options and the Converted RSUs, the “Converted Awards”).

In connection with the Zynga acquisition (i) the outstanding and unexercised options to purchase Zynga common stock were assumed by the Company and automatically converted into options exercisable for shares of Take-Two common stock (the “Converted Options”), (ii) the issued and outstanding restricted stock unit awards with respect to Zynga common stock were assumed by the Company and automatically converted into a Take-Two restricted stock unit award with respect to shares of Take-Two common stock (the “Converted RSUs”), and (iii) the issued and outstanding performance stock unit awards with respect to Zynga common stock were assumed by the Company and automatically converted into a Take-Two restricted stock unit award with respect to shares of Take-Two common stock (the “Converted PSUs” and together with the Converted Options and the Converted RSUs, the “Converted Awards”).

As a result, we issued replacement equity options and PSU/RSU awards of 1.5 and 4.2 , respectively.

1 unchanged sentence

As of March 31, 2025, the future expense for the Converted RSUs and Converted PSUs was approximately $ 34.6 , which will be recognized over a weighted average service period of approximately 0.6 years.

As of March 31, 2024, the future expense for the Converted Options was approximately $ 0.1 , which will be recognized over a weighted average service period of approximately 0.3 years.

Restricted Stock Units

9 unchanged sentences

Performance-based (1)

Recurrent Consumer Spending ("RCS") 98 153

Total Performance-based 98 171

Total Restricted Stock Units 517 490

(1) Represents the maximum number of shares eligible to vest.

Time-based restricted stock units granted in fiscal year 2024 pursuant to the 2022 Management Agreement will vest on May 31, 2024, May 30, 2025, and June 1, 2026, and those granted in fiscal year 2023 pursuant to the 2022 Management Agreement, vested in part on June 1, 2023 and will also vest in part on May 31, 2024, and May 30, 2025.

Time-based restricted stock units granted in fiscal year 2023 pursuant to the 2017 Management Agreement vested on April 12, 2024.

Market-based restricted stock units granted in fiscal year 2024 pursuant to the 2022 Management Agreement are eligible to vest on June 1, 2026, and those granted in fiscal year 2023 pursuant to the 2022 Management Agreement are eligible to vest on May 31, 2024 and May 30, 2025.

Market-based restricted stock units granted in fiscal year 2023 pursuant to the 2017 Management Agreement vested on April 12, 2024.

Market-based restricted stock units are eligible to vest based on the Company's Total Shareholder Return (as defined in the relevant grant agreement) relative to the Total Shareholder Return (as defined in the relevant grant agreement) of the companies that constitute either the NASDAQ Composite Index under the 2017 Management Agreement or the NASDAQ 100 index under the 2022 Management Agreement (as defined in the relevant grant agreement) as of the grant date measured over a two-year period or three-year period, as applicable.

Time-based restricted stock units granted pursuant to the 2022 Management Agreement in fiscal year 2025 will vest on June 1, 2025, June 1, 2026, and June 1, 2027, and those granted in fiscal year 2024 partially vested on June 1, 2024 and will also vest in part on June 1, 2025, and June 1, 2026.

Time-based restricted stock units granted in fiscal year 2023, partially vested on June 1, 2023, and June 1, 2024, and will also vest on June 1, 2025.

Market-based restricted stock units granted pursuant to the 2022 Management Agreement in fiscal year 2025 are eligible to vest on June 1, 2027, those granted in fiscal year 2024 are eligible to vest on June 1, 2026, and those granted in fiscal year 2023 are eligible to vest on June 1, 2025.

Market-based restricted stock units are eligible to vest based on the Company's Total Shareholder Return (as defined in the relevant grant agreement) relative to the Total Shareholder Return (as defined in the relevant grant agreement) of the companies that constitute the NASDAQ 100 index under the 2022 Management Agreement (as defined in the relevant grant agreement) as of the grant date measured over a three-year period, as applicable.

To earn the target number of market-based restricted stock units (which represents 50 % of the number of the market-based restricted stock units set forth in the table above), the Company must perform at the 50 th percentile, with the maximum number of market-based restricted stock units earned if the Company performs at the 75 th percentile.

Performance-based restricted stock units granted in fiscal year 2024 pursuant to the 2022 Management Agreement are eligible to vest on June 1, 2026, and those granted in fiscal year 2023 pursuant to the 2022 Management Agreement are eligible to vest on May 31, 2024 and May 30, 2025.

Performance-based restricted stock units granted in fiscal year 2023 pursuant to the 2017 Management Agreement vested on April 12, 2024.

The performance-based restricted stock units, of which certain are tied to "IP" and "RCS" (as defined in the relevant grant agreement), are eligible to vest based on the Company's achievement of certain performance metrics (as defined in the relevant grant agreement) of either individual product releases of "IP" measured over a two-year period or "RCS" measured over a two-year or three-year period.

Performance-based restricted stock units granted pursuant to the 2022 Management Agreement in fiscal year 2025 are eligible to vest on June 1, 2027, those granted in fiscal year 2024 are eligible to vest on June 1, 2026, and those granted in fiscal year 2023 are eligible to vest on June 1, 2025.

The performance-based restricted stock units are tied to RCS (as defined in the relevant grant agreement) and are eligible to vest based on the Company's achievement of certain performance metrics (as defined in the relevant grant agreement) of RCS measured over a three-year period.

The target number of performance-based restricted stock units that may be earned pursuant to these grants is equal to 50 % of the grant amounts set forth in the above table (the numbers in the table represent the maximum number of performance-based restricted stock units that may be earned).

23 unchanged sentences

Risk-free interest rate 4.7 %

Expected stock price volatility 36.6 %

4.0 % 4.0 % 2.6 % - 2.8 %

2.4 % - 2.8 %

Expected stock price volatility 34.1 %

36.6 % 36.6 % 35.9 % - 37.6 %

34.2 % - 37.6 %

Expected service period (years) 2.8

2.8 2.8 1.8 - 2.8

Dividends None None None None None None

33 unchanged sentences

Vested and expected to vest — $ — $ — 0

The following table presents the weighted-average grant date fair value and related assumptions used to estimate the fair value of our stock options converted during the fiscal year ended March 31, 2023.

We had no stock options converted or granted in the fiscal year ended March 31, 2024:

Fiscal Year Ended March 31,

Risk-free interest rate 0.6 - 2.8 %

Expected stock price volatility 36.0 - 46.5 %

Expected service period (years) 0.1 - 5.1

Dividends None

The aggregate intrinsic value of stock options exercised during the fiscal year ended March 31, 2025 was $ 93.3 .

2 unchanged sentences

The total fair value of options that were exercised during the fiscal year ended March 31, 2025 was $ 124.6 .

During the fiscal year ended March 31, 2024, total unrecognized stock-based compensation expense of $ 0.1 related to unvested stock options is expected to be recognized over a weighted-average recognition period of approximately 0.28 years.

Employee Stock Purchase Plans

1 unchanged sentence

The maximum aggregate number of shares of common stock that may be issued under the plan is 9.0 , and as of March 31, 2025, there were approximately 7.5 shares available for issuance.

The ESPP is administered by the Compensation Committee of the Board of Directors and allows for eligible employees an option to purchase shares of our common stock, which the employee may or may not exercise during an offering period.

Eligible employees may authorize payroll deductions of between 1 % and 15 % of their compensation to purchase shares of common stock at 85 % of the lower of the market price of

our common stock on the date of commencement of the applicable offering period or on the last day of each six-month purchase period.

The ESPP is administered by the Compensation Committee of the Board and allows for eligible employees an option to purchase shares of our common stock, which the employee may or may not exercise during an offering period.

Eligible employees may authorize payroll deductions of between 1 % and 15 % of their compensation to purchase shares of common stock at 85 % of the lower of the market price of our common stock on the date of commencement of the applicable offering period or on the last day of each six-month purchase period.

The fair value is determined using the Black-Scholes valuation model.

7 unchanged sentences

Risk-free interest rate 4.42 - 5.43 %

5.14 - 5.51 %

Expected stock price volatility 23.6 - 25.1 %

26.3 %- 39.1 %

Expected service period (years) 0.5 0.5

13 unchanged sentences

Foreign currency

adjustments Unrealized gain

adjustments Unrealized

securities Total

6 unchanged sentences

The following table provides details of our valuation and qualifying accounts:

Balance Additions Deductions Other Ending

Balance Additions Deductions Ending

Fiscal Year Ended March 31, 2025

4 unchanged sentences

Valuation allowance for deferred income taxes $ 121.9 218.5 ( 2.2 ) $ 338.2

Zynga Acquisition

On May 23, 2022, we completed the Zynga Acquisition.

Under the terms and conditions of the merger agreement, each Zynga stockholder received $ 3.50 in cash and 0.0406 shares of our common stock and cash in lieu of fractional shares for each share of Zynga common stock outstanding at closing.

Our consideration consisted of an aggregate of $ 3,992.4 in cash, 46.3 shares of our common stock, and $ 151.7 of replacement equity awards attributable to the pre-acquisition service period.

In connection with the transaction, on April 14, 2022, we completed our offering and sale of $ 2,700.0 aggregate principal amount of our Senior Notes (refer to Note 11 - Debt ).

The cash portion of the merger consideration was funded from our cash on hand, including the proceeds from our senior notes offering.

We acquired Zynga as part of our ongoing strategy to expand selectively our portfolio of owned intellectual property and to diversify and strengthen further our mobile offerings.

The acquisition-date fair value of the consideration totaled $ 9,521.8 , which consisted of the following:

Fair value of purchase consideration

Cash $ 3,992.4

Common stock ( 46.3 shares)

Replacement equity awards 151.7

Total $ 9,521.8

We used the acquisition method of accounting and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess recorded to goodwill.

The following table summarizes the acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Zynga:

Fair Value Weighted average useful life

Cash acquired $ 864.9 N/A

Accounts receivable 271.2 N/A

Prepaid expenses and other 194.4 N/A

Fixed assets 54.3 N/A

Right-of-use assets 92.7 N/A

Other tangible assets 67.1 N/A

Accounts payable ( 78.5 ) N/A

Accrued expenses and other current liabilities ( 352.8 ) N/A

Deferred revenue ( 333.1 ) N/A

Lease liabilities ( 15.7 ) N/A

Long-term debt ( 1,653.1 ) N/A

Non-current lease liabilities ( 131.6 ) N/A

Deferred tax liabilities, net ( 922.9 ) N/A

Other liabilities assumed ( 61.5 ) N/A

Intangible assets

Developed game technology 4,440.0 7

Branding and trade names 384.0 12

Game engine technology 261.0 4

User base 316.0 1

Developer relationships 57.0 4

Advertising technology 43.0 3

Customer relationships 31.0 5

Goodwill 5,994.4 N/A

Total $ 9,521.8

Popcore Acquisition

On November 16, 2022, we completed the acquisition of 100 % of Popcore, a privately-held Germany-based free-to-play mobile game developer, for initial consideration of $ 116.9 in cash, 0.6 shares of our common stock, and a contingent earn-out consideration arrangement that requires us to pay up to an aggregate of $ 105.0 in cash if Popcore achieves certain performance measures over each of the three calendar years following the closing.

The cash portion was funded from our cash on hand.

We acquired Popcore as part of our ongoing strategy to expand selectively our portfolio of owned intellectual property and to diversify and strengthen further our mobile offerings.

On June 11, 2024, we completed the purchase of 100 % of the issued and outstanding capital stock of The Gearbox Entertainment Company, Inc.

("Gearbox"), from Embracer Group AB, for an initial consideration of 2.8 shares of our common stock , as part of our ongoing strategy to strengthen our industry-leading creative talent and portfolio of owned intellectual property.

The acquisition-date fair value of the consideration totaled $ 410.4 , which consisted of the following:

1 unchanged sentence

Common stock ( 2.8 shares)

Contingent earn-out 23.3

Deferred payment 1.0

Settlement of pre-existing relationship ( 14.6 )

Transaction bonus ( 24.6 )

Total $ 410.4

The fair value of the contingent earn-out consideration arrangement at the acquisition date was $ 23.3 .

We estimated the fair value of the contingent earn-out consideration using a Monte Carlo simulation model.

This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820 (refer to Note 4 - Fair Value Measurements ).

We used the acquisition method of accounting and recognized assets and liabilities at their fair value as of the date of acquisition, with the excess recorded to goodwill.

The following table summarizes the acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Popcore:

As we finalize our estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months from the acquisition date).

The following table summarizes the preliminary acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Gearbox:

Fair Value Weighted average useful life

3 unchanged sentences

Intangible assets

Intellectual property 79.0 14

Developed game technology 72.0 2

Games in development 36.0 N/A

Game engine technology 9.0 2

2 unchanged sentences

Total $ 410.4

Goodwill, which is not deductible for U.S.

income tax purposes, is primarily attributable to the assembled workforce of the acquired business and expected synergies at the time of the acquisition.

Gearbox Acquisition

On March 27, 2024, we entered into a Share Purchase Agreement to purchase 100 % of the issued and outstanding capital stock of The Gearbox Entertainment Company, Inc.

("Gearbox"), from Embracer Group AB.

The purchase price is $ 460.0 , consisting of newly issued shares of Take-Two common stock, valued based on the volume weighted average closing price per share of our common stock on the Nasdaq Global Select Market for the five consecutive trading days ending on (and including) the trading day immediately preceding the closing date, subject to adjustments as defined in the Share Purchase Agreement.

The transaction, which is currently anticipated to close during the first quarter in fiscal 2025, is subject to the satisfaction or waiver of customary closing conditions for both parties.

Goodwill, which is not deductible for tax purposes, is primarily attributable to the assembled workforce of the acquired business and expected synergies at the time of the acquisition.

The amounts of revenue and earnings of Gearbox included in our Consolidated Statements of Operations from the acquisition date are as follows:

Fiscal year ended March 31, 2025

Net revenue $ 23.8

Net loss ( 98.4 )

Supplemental pro-forma financial information has not been provided as the historical results of Gearbox were not material to us.

Transaction costs of $ 30.4 for the fiscal year ended March 31, 2025 have been recorded within General and administrative expense in our Consolidated Statements of Operation.

BUSINESS REORGANIZATION

We have implemented a cost reduction program to identify efficiencies across our business (the "2024 Plan"), which includes eliminating several projects in development and streamlining our organizational structure.

The 2024 Plan is expected to be largely completed by December 31, 2024.

We estimate that we will incur approximately $ 160.0 to $ 200.0 in total charges in connection with the 2024 Plan, which consists of approximately $ 120.0 to $ 140.0 related to title cancellations, $ 25.0 to $ 35.0 associated with employee severance and employee-related costs, and approximately $ 15.0 to $ 25.0 related to office space reductions.

The 2024 Plan was largely completed as of March 31, 2025, and we do not anticipate any additional actions from this plan.

Immaterial, additional costs relating to certain actions may be incurred during the fiscal year ending 2026.

We incurred business reorganization expenses of $ 106.5 , $ 104.6 , and $ 14.6 during the fiscal year ended March 31, 2025, 2024, and 2023, respectively.

Of these amounts, $ 93.3 was incurred in connection with the 2024 Plan during the fiscal year

ended March 31, 2024, of which $ 88.2 related to title cancellations (refer to Note 7 - Software Development Costs and Licenses ), $ 3.2 was for employee-related costs, and the remaining $ 1.9 consisted of professional fees.

Through March 31, 2024, we paid $ 1.9 related to these reorganization activities and $ 13.1 remained accrued for in Accrued expenses and other current liabilities.

In connection with the 2024 Plan, we incurred the following expenses:

Fiscal Year Ended March 31,

Employee-related costs $ 51.5 $ 3.2

Title cancellations (1)

Loss on divestitures 11.4 —

Impairment loss of ROU asset (office closures) 3.9 —

Other 4.6 1.9

Total business reorganization expenses $ 106.5 $ 93.3

(1) Refer to Note 7 - Software Development Costs and Licenses

Through March 31, 2025 and 2024, respectively, we paid $ 62.9 and $ 1.9 , related to these reorganization activities and $ 11.2 and $ 13.1 remained accrued for in Accrued expenses and other current liabilities.

SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

We have one operating and reportable segment.

Our operations involve similar products and customers worldwide.

Revenue earned is primarily derived from the sale of software titles, which are internally developed and developed by third parties.

Our Chief Executive Officer, who is our Chief Operating Decision Maker ("CODM"), manages our operations on a consolidated basis.

Our CODM uses consolidated net income (loss) – supplemented by sales information by product category, major product title, and platform – for the purpose of evaluating performance and allocating resources.

All significant expense categories are presented on our Consolidated Statements of Operations.

Our other segment items include Goodwill impairment, Depreciation and amortization, Business reorganization, Interest and other, net, Loss on fair value adjustments, net, and (Benefit from) provision for income taxes.

The measure of segment assets are reported on the Consolidated Balance Sheet as Total assets.

We attribute net revenue to geographic regions based on software product destination.

Net revenue by geographic region was as follows:

Fiscal Year Ended March 31,

2025 2024 2023

Net revenue recognized:

United States $ 3,406.8 $ 3,279.2 $ 3,360.0

International 2,226.8 2,070.4 1,989.9

Total net revenue $ 5,633.6 $ 5,349.6 $ 5,349.9

The following represents our fixed assets, net by location:

Fixed assets, net:

United States $ 263.5 $ 242.6

International 180.3 168.5

Fixed assets, net $ 443.8 $ 411.1

SUBSEQUENT EVENTS

Retirement of Senior Notes

On April 14, 2025, we repaid our 2025 Notes with a principal amount of $ 600.0 , with proceeds from the New Notes.

Amendment to 2022 Credit Agreement

On May 19, 2025, we entered into Amendment No.

3 (the "Amendment") to our 2022 Credit Agreement (as amended, the "Amended 2022 Credit Agreement"), which increases the commitments to the revolving credit facility under the existing 2022 Credit Agreement (the “Revolving Credit Facility”) to $ 1,000 , (up from $ 750 under the existing 2022 Credit Agreement), with sublimits for (a) the issuance of letters of credit in an aggregate face amount of up to $ 100 and (b) borrowings and letters of credit denominated in Pounds Sterling, Euros and Canadian Dollars in an aggregate face amount of up to $ 200 .

The Amended 2022 Credit Agreement will continue to provide uncommitted incremental capacity permitting the incurrence of up to an additional amount not to exceed the greater of $ 250 and 35 % of the Company’s Consolidated Adjusted EBITDA (as defined in the Amended 2022 Credit Agreement).

Under the Amendment, the maturity date was extended to May 19, 2030, but retains the extension option permitting the Company, subject to certain requirements, to arrange to extend the Revolving Credit Facility for an additional one-year term which may be exercised no more than two times under the Amended 2022 Credit Agreement.

The Revolving Credit Facility continues to bear interest at the election of the company at a margin of (a) 0.000 % to 0.625 % above an alternate base rate (defined on the basis of prime rate) or (b) 1.000 % to 1.625 % above the SOFR Rate, which margins are determined by reference to the Company’s credit rating.

Accounts receivable sale program

On May 19, 2025, we entered into arrangements to sell designated pools of high credit quality accounts receivable under an uncommitted accounts receivable sale programs to an unaffiliated financial institution on a true sale basis.

As these accounts receivable are sold without recourse, we do not retain the associated risks of lack of payment due to insolvency of the account debtors following the transfer of such accounts receivable to such financial institution.

We will derecognize the carrying value of the financial assets transferred and recognize a net gain or loss on the sale.

The proceeds from these arrangements are reflected as cash provided by operating activities in the Consolidated Statement of Cash Flows.

Pursuant to the requirements of Section 13 or 15(d) 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.

11 unchanged sentences

Lainie Goldstein May 20, 2025

/s/ LAVERNE SRINIVASAN

LaVerne Srinivasan Lead Independent Director May 20, 2025

/s/ MICHAEL DORNEMANN

Michael Dornemann Lead Independent Director May 21, 2024

Michael Dornemann Director May 20, 2025

/s/ WILLIAM "BING" GORDON

7 unchanged sentences

Ellen Siminoff Director May 20, 2025

/s/ LAVERNE SRINIVASAN

LaVerne Srinivasan Director May 21, 2024

/s/ SUSAN TOLSON

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.

What changed 10-K

Item 9A. Controls and Procedures