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Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”), may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
−Removed: During the quarter ended December 31, 2024, the following Section 16 officers and directors, as defined in Rule 16a1(f), adopted, modified, or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act):
−Removed: • On November 12, 2024 , ZMC Advisors, L.P.
−Removed: (“ZMC Advisors”) adopted a new written trading plan.
−Removed: Pursuant to our Management Agreement with ZMC Advisors, Strauss Zelnick , a partner of ZMC Advisors, serves as our Executive Chairman and Chief Executive Officer , and Karl Slatoff, a partner of ZMC Advisors, serves as our President.
−Removed: The plan’s maximum duration is until June 13, 2025 , and the first trade will not occur until May 30, 2025, at the earliest.
−Removed: The trading plan is intended to permit ZMC Advisors to sell 42% of vested shares of our common stock pursuant to certain Restricted Stock Units that will vest, or fail to vest, on May 30, 2025.
−Removed: • On November 27, 2024 , Karl Slatoff , our President , adopted a new written trading plan.
−Removed: The plan’s maximum duration is until December 31, 2025 , and the first trade will not occur until February 25, 2025, at the earliest.
+Added: During the quarter ended June 30, 2025, the following Section 16 officers and directors, as defined in Rule 16a1(f), adopted, modified, or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act):
+Added: • On May 22, 2025 , Karl Slatoff , our President , adopted a new written trading plan.
+Added: The plan’s maximum duration is until August 29, 2025 and the first trade will not occur until August 21, 2025, at the earliest.
The trading plan is intended to permit Mr.
Slatoff to sell up to an aggregate of 48,995 shares of our common stock.
−Removed: • On December 6, 2024 , Michael Sheresky , a member of our Board of Directors , adopted a new written trading plan.
−Removed: The plan’s maximum duration is until November 28, 2025 , and the first trade will not occur until March 6, 2025, at the earliest.
+Added: • On May 22, 2025 , Daniel Emerson , our Executive Vice President and Chief Legal Officer , adopted a new written trading plan.
+Added: The plan’s maximum duration is until September 5, 2025 and the first trade will not occur until August 21, 2025, at the earliest.
The trading plan is intended to permit Mr.
−Removed: Sheresky to sell up to an aggregate of 752.5 shares of our common stock.
−Removed: The plan is designed to sell 50% of the restricted shares scheduled to vest in each of
−Removed: February 2025, May 2025, August 2025 and November 2025 to cover the tax obligation associated with the shares vesting.
−Removed: No other Section 16 officers or directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended December 31, 2024.
+Added: Emerson to sell up to an aggregate of 24,465 shares of our common stock.
+Added: • On May 22, 2025 , LaVerne Srinivasan , a member of our Board of Directors , adopted a new written trading plan.
+Added: The plan’s maximum duration is until September 30, 2025 and the first trade will not occur until August 21, 2025, at the earliest.
+Added: The trading plan is intended to permit Ms.
+Added: Srinivasan to sell up to an aggregate of 2,325 shares of our common stock.
+Added: • On May 27, 2025 , Strauss Zelnick , our Executive Chairman and Chief Executive Officer, in his role as trustee of each of the Zelnick Belzberg Living Trust and Zelnick Belzberg Charitable Trust , adopted a new written trading plan.
+Added: ◦ With respect to the Zelnick Belzberg Living Trust, the plan’s maximum duration is until September 19, 2025 and the first transaction will not occur until August 26, 2025, at the earliest.
+Added: The trading plan is intended to permit the Zelnick Belzberg Living Trust to (i) sell up to an aggregate of 45,000 shares of our common stock, and (ii) donate up to an aggregate of 20,000 shares of our common stock to the Zelnick Belzberg Charitable Trust.
+Added: ◦ With respect to the Zelnick Belzberg Charitable Trust, the plan’s maximum duration is until September 19, 2025 and the first trade will not occur until August 26, 2025, at the earliest.
+Added: The trading plan is intended to permit Zelnick Belzberg Charitable Trust to sell up to an aggregate of 20,000 shares of our common stock if it has previously received such shares from the Zelnick Belzberg Living Trust as described above.
+Added: • On May 29, 2025 , Lainie Goldstein , our Chief Financial Officer , adopted a new written trading plan.
+Added: The plan’s maximum duration is until July 31, 2026 and the first trade will not occur until August 28, 2025, at the earliest.
+Added: The trading plan is intended to permit Ms.
+Added: Goldstein to sell up to an aggregate of 40,000 shares of our common stock.
+Added: No other Section 16 officers or directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended June 30, 2025.
31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 10.1 Amendment No.
+Added: 3 to Credit Agreement, dated as of May 19, 2025, by and among Take-Two Interactive Software, Inc.
+Added: and JPMorgan Chase Bank, N.A.
+Added: (incorporated by reference to Exhibit 10.41 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 20, 2025).
+Added: 10.2 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.
+Added: (incorporated by reference to Exhibit 10.42 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 20, 2025).*
+Added: 10.3 Restricted Unit Agreement, dated as of June 2, 2025, by and between Take-Two Interactive Software, Inc.
+Added: and ZMC Advisors, L.P.
+Added: (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-3 ASR filed with the Securities and Exchange Commission on June 2, 2025).+
101.INS The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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________________________________________________________________________________________________________________________________
+Added: * Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)
+Added: + Represents a management contract or compensatory plan or arrangement.
Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (Extensible Business Reporting Language):
−Removed: (i) Condensed Consolidated Balance Sheets at December 31, 2024 (Unaudited) and March 31, 2024, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2024 and 2023 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended December 31, 2024 and 2023 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2024 and 2023 (Unaudited), (v) Condensed Consolidated Statements of Equity for the three and nine months ended December 31, 2024 and 2023 (Unaudited);
+Added: (i) Condensed Consolidated Balance Sheets at June 30, 2025 (Unaudited) and March 31, 2025, (ii) Condensed Consolidated Statements of Operations for the three months ended June 30, 2025 and 2024 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 30, 2025 and 2024 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2025 and 2024 (Unaudited), (v) Condensed Consolidated Statements of Equity for the three months ended June 30, 2025 and 2024 (Unaudited);
and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).
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TAKE-TWO INTERACTIVE SOFTWARE, INC.
−Removed: February 6, 2025 By:
+Added: August 7, 2025 By:
/s/ STRAUSS ZELNICK
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(Principal Executive Officer)
−Removed: February 6, 2025 By:
+Added: August 7, 2025 By:
/s/ LAINIE GOLDSTEIN
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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.