Item 5. Other Information
Item 5. Other Information
The share numbers in this Item 5 represent the actual number of shares (not in millions).
Securities Trading Plans of Directors and Executive Officers
Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”), may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. During the quarter ended 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):
• On May 22, 2025 , Karl Slatoff , our President , adopted a new written trading plan. 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.
• On May 22, 2025 , Daniel Emerson , our Executive Vice President and Chief Legal Officer , adopted a new written trading plan. 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. Emerson to sell up to an aggregate of 24,465 shares of our common stock.
• On May 22, 2025 , LaVerne Srinivasan , a member of our Board of Directors , adopted a new written trading plan. The plan’s maximum duration is until September 30, 2025 and the first trade will not occur until August 21, 2025, at the earliest. The trading plan is intended to permit Ms. Srinivasan to sell up to an aggregate of 2,325 shares of our common stock.
• 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.
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◦ 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. 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.
◦ 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. 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.
• On May 29, 2025 , Lainie Goldstein , our Chief Financial Officer , adopted a new written trading plan. The plan’s maximum duration is until July 31, 2026 and the first trade will not occur until August 28, 2025, at the earliest. The trading plan is intended to permit Ms. Goldstein to sell up to an aggregate of 40,000 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 June 30, 2025.
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Item 6. Exhibits
Exhibits:
31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.1 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. (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).
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. (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).*
10.3 Restricted Unit Agreement, dated as of June 2, 2025, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P. (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.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Label Linkbase Document
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Document
________________________________________________________________________________________________________________________________
* Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)
+ 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): (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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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Registrant)
Date: August 7, 2025 By: /s/ STRAUSS ZELNICK
Strauss Zelnick
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: August 7, 2025 By: /s/ LAINIE GOLDSTEIN
Lainie Goldstein
Chief Financial Officer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.