What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-07 · 157 added, 112 removed, 498 unchanged (35% of the section changed)

3 unchanged sentences

(in millions, except per share amounts)

June 30, 2025 March 31, 2025

September 30, 2025 March 31, 2025

Current assets:

2 unchanged sentences

Restricted cash and cash equivalents 14.2 14.9

Accounts receivable, net of allowances of $ 2.0 and $ 1.6 at June 30, 2025 and March 31, 2025, respectively

Accounts receivable, net of allowances of $ 1.8 and $ 1.6 at September 30, 2025 and March 31, 2025, respectively

1,165.4 771.1

Software development costs and licenses 79.6 80.8

28 unchanged sentences

Preferred stock, $ 0.01 par value, 5.0 shares authorized;

no shares issued and outstanding at June 30, 2025 and March 31, 2025

no shares issued and outstanding at September 30, 2025 and March 31, 2025

Common stock, $ 0.01 par value, 300.0 and 300.0 shares authorized;

208.1 and 200.8 shares issued and 184.4 and 177.1 outstanding at June 30, 2025 and March 31, 2025, respectively

208.4 and 200.8 shares issued and 184.7 and 177.1 outstanding at September 30, 2025 and March 31, 2025, respectively

Additional paid-in capital 11,707.0 10,312.0

Treasury stock, at cost;

23.7 and 23.7 common shares at June 30, 2025 and March 31, 2025, respectively

23.7 and 23.7 common shares at September 30, 2025 and March 31, 2025, respectively

( 1,020.6 ) ( 1,020.6 )

7 unchanged sentences

(in millions, except per share amounts)

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

Game $ 1,640.9 $ 1,233.9 $ 3,023.4 $ 2,450.6

9 unchanged sentences

Total operating expenses 1,078.5 1,025.1 2,001.9 1,981.1

Income (loss) from operations 21.6 ( 184.9 )

Loss from operations ( 98.0 ) ( 297.2 ) ( 76.4 ) ( 482.1 )

Interest and other, net ( 17.5 ) ( 27.1 ) ( 52.9 ) ( 54.4 )

Loss before income taxes ( 115.5 ) ( 324.3 ) ( 129.3 ) ( 536.5 )

(Benefit from) provision for income taxes ( 1.9 ) 49.8

Provision for income taxes 18.4 41.2 16.5 91.0

Net loss $ ( 133.9 ) $ ( 365.5 ) $ ( 145.8 ) $ ( 627.5 )

3 unchanged sentences

TAKE-TWO INTERACTIVE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

(in millions)

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

Net loss $ ( 133.9 ) $ ( 365.5 ) $ ( 145.8 ) $ ( 627.5 )

Other comprehensive income (loss):

Other comprehensive (loss) income:

Foreign currency translation adjustment ( 38.0 ) 71.6 44.9 66.2

Change in fair value of available for sale securities — — — —

Other comprehensive income (loss) 82.9 ( 5.4 )

Comprehensive income (loss) $ 71.0 $ ( 267.4 )

Other comprehensive (loss) income ( 38.0 ) 71.6 44.9 66.2

Comprehensive loss $ ( 171.9 ) $ ( 293.9 ) $ ( 100.9 ) $ ( 561.3 )

See accompanying Notes.

2 unchanged sentences

(in millions)

Three Months Ended June 30,

Six Months Ended September 30,

Operating activities:

7 unchanged sentences

Interest expense 76.3 80.4

Fair value adjustments 11.0 4.3

Other, net 10.5 5.9

5 unchanged sentences

Accounts payable, accrued expenses and other liabilities ( 60.3 ) ( 48.1 )

Net cash used in operating activities ( 44.7 ) ( 191.0 )

Net cash provided by (used in) operating activities 83.7 ( 319.4 )

Investing activities:

2 unchanged sentences

Purchases of long-term investments ( 6.6 ) ( 14.7 )

Asset acquisitions ( 11.4 ) ( 9.3 )

Business acquisitions ( 2.0 ) 9.4

Other ( 4.4 ) ( 4.7 )

Net cash used in investing activities ( 314.0 ) ( 68.0 )

19 unchanged sentences

(in millions)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Common Stock Additional

3 unchanged sentences

Shares Amount Shares Amount

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

Balance, June 30, 2025 208.1 $ 2.1 $ 11,584.1 ( 23.7 ) $ ( 1,020.6 ) $ ( 7,070.7 ) $ ( 14.0 ) $ 3,480.9

Net loss — — — — — ( 133.9 ) — ( 133.9 )

Change in cumulative foreign currency translation adjustment — — — — — — ( 38.0 ) ( 38.0 )

Net share settlement of restricted stock awards — — ( 0.3 ) — — — — ( 0.3 )

Stock-based compensation — — 123.1 — — — — 123.1

Issuance of restricted stock, net of forfeitures and cancellations 0.3 — — — — — — —

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

Balance, September 30, 2025 208.4 $ 2.1 $ 11,707.0 ( 23.7 ) $ ( 1,020.6 ) $ ( 7,204.6 ) $ ( 52.0 ) $ 3,431.9

Three Months Ended September 30, 2024

Common Stock Additional

Capital Treasury Stock Retained

Earnings/Accumulated Deficit) Accumulated

Comprehensive

Loss Total Stockholder's Equity

Shares Amount Shares Amount

Balance, June 30, 2024 198.8 $ 2.0 $ 9,962.5 ( 23.7 ) $ ( 1,020.6 ) $ ( 2,841.9 ) $ ( 110.5 ) $ 5,991.5

Net loss — — — — — ( 365.5 ) — ( 365.5 )

Change in cumulative foreign currency translation adjustment — — — — — — 71.6 71.6

Stock-based compensation — — 106.3 — — — — 106.3

Issuance of restricted stock, net of forfeitures and cancellations 0.4 — — — — — — —

Other changes, net — — ( 5.4 ) — — — — ( 5.4 )

Balance, September 30, 2024 199.2 $ 2.0 $ 10,063.4 ( 23.7 ) $ ( 1,020.6 ) $ ( 3,207.4 ) $ ( 38.9 ) $ 5,798.5

See accompanying Notes.

Six Months Ended September 30, 2025

Common Stock Additional

Capital Treasury Stock Retained

Earnings/(Accumulated Deficit) Accumulated

Comprehensive

Stockholders'

Shares Amount Shares Amount

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

Net loss — — — — — ( 145.8 ) — ( 145.8 )

Change in cumulative foreign currency translation adjustment — — — — — — 44.9 44.9

Net share settlement of restricted stock awards — — ( 1.6 ) — — — — ( 1.6 )

Stock-based compensation — — 177.4 — — — — 177.4

Issuance of restricted stock, net of forfeitures and cancellations 1.9 — — — — — — —

Employee share purchase plan settlement 0.2 — 26.8 — — — — 26.8

1 unchanged sentence

Other changes, net — — ( 0.3 ) — — — — ( 0.3 )

Balance, June 30, 2025 208.1 $ 2.1 $ 11,584.1 ( 23.7 ) $ ( 1,020.6 ) $ ( 7,070.7 ) $ ( 14.0 ) $ 3,480.9

Three Months Ended June 30, 2024

Balance, September 30, 2025 208.4 $ 2.1 $ 11,707.0 ( 23.7 ) $ ( 1,020.6 ) $ ( 7,204.6 ) $ ( 52.0 ) $ 3,431.9

Six Months Ended September 30, 2024

Common Stock Additional

2 unchanged sentences

Comprehensive

Loss Total Stockholder's Equity

Stockholders'

Shares Amount Shares Amount

4 unchanged sentences

Issuance of restricted stock, net of forfeitures and cancellations 1.6 — — — — — — —

Exercise of stock options — — 0.3 — — — — 0.3

Employee share purchase plan settlement 0.2 — 23.3 — — — — 23.3

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

Employee share purchase plan settlement 0.2 — 23.0 — — — — 23.0

Other changes, net — 0.1 0.4 — — — — 0.5

Balance, June 30, 2024 198.8 $ 2.0 $ 9,962.5 ( 23.7 ) $ ( 1,020.6 ) $ ( 2,841.9 ) $ ( 110.5 ) $ 5,991.5

Balance, September 30, 2024 199.2 $ 2.0 $ 10,063.4 ( 23.7 ) $ ( 1,020.6 ) $ ( 3,207.4 ) $ ( 38.9 ) $ 5,798.5

See accompanying Notes.

23 unchanged sentences

Recently Issued Accounting Pronouncements

Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The ASU amends the existing standard to remove all references to prescriptive and sequential software development project stages.

Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

In evaluating whether it is probable the project will be completed, management is required to consider whether there is significant uncertainty associated with the development activities of the software.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 (April 1, 2028 for the Company) and interim periods within those annual periods.

Early adoption is permitted as of the beginning of an annual reporting period.

Entities may adopt the guidance using a prospective, retrospective, or modified retrospective approach.

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

Expense Disaggregation Disclosures

9 unchanged sentences

The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted.

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

ASU 2023-09 only affects financial statement disclosures, which are not required until year-end for fiscal 2026, and does not affect our Consolidated Financial Statements.

REVENUE FROM CONTRACTS WITH CUSTOMERS

6 unchanged sentences

Net revenue by timing of recognition was as follows:

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

Net revenue recognized:

5 unchanged sentences

Net revenue by content was as follows:

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

Net revenue recognized:

3 unchanged sentences

Net revenue by platform was as follows:

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

Net revenue recognized:

6 unchanged sentences

Net revenue by distribution channel was as follows:

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

Net revenue recognized:

4 unchanged sentences

We record deferred revenue when payments are due or received in advance of the fulfillment of our associated performance obligations.

The balance of deferred revenue, including current and non-current balances as of June 30, 2025 and March 31, 2025 were $ 1,039.7 and $ 1,108.9 , respectively.

For the three months ended June 30, 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 three months ended June 30, 2025 and 2024, $ 533.2 and $ 523.9 , respectively, of revenue was recognized that was included in the deferred revenue balance at the beginning of the respective period.

As of June 30, 2025, the aggregate amount of contract revenue allocated to unsatisfied performance obligations is $ 1,186.1 , which includes our deferred revenue balances and amounts to be invoiced and recognized as revenue in future periods.

The balance of deferred revenue, including current and non-current balances as of September 30, 2025 and March 31, 2025 were $ 1,268.1 and $ 1,108.9 , respectively.

For the six months ended September 30, 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 three months ended September 30, 2025 and 2024, $ 322.2 and $ 300.6 , respectively, of revenue was recognized that was included in the deferred revenue balance at the beginning of the respective period.

During the six months ended September 30, 2025 and 2024, $ 855.4 and $ 824.5 , respectively, of revenue was recognized that was included in the deferred revenue balance at the beginning of the respective period.

As of September 30, 2025, the aggregate amount of contract revenue allocated to unsatisfied performance obligations is $ 1,492.4 , which includes our deferred revenue balances and amounts to be invoiced and recognized as revenue in future periods.

We expect to recognize approximately $ 1,416.8 of this balance as revenue over the next 12 months, and the remainder thereafter.

This balance does not include an estimate for variable consideration arising from sales-based royalty license revenue in excess of the contractual minimum guarantee.

As of June 30, 2025 and March 31, 2025, our contract asset balances were $ 84.2 and $ 80.8 , respectively.

As of September 30, 2025 and March 31, 2025, our contract asset balances were $ 84.5 and $ 80.8 , respectively.

Accounts Receivable sale program

4 unchanged sentences

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

No receivables were sold under this facility during the three months ended June 30, 2025.

No receivables were sold under this facility during the six months ended September 30, 2025.

We may utilize this facility in future periods depending on cash flow needs and market conditions.

8 unchanged sentences

In connection with the 2022 Management Agreement, we have and expect to grant time-based and performance-based restricted units to ZMC.

In consideration for ZMC's services, we recorded consulting expense in General and administrative expenses on our Condensed Consolidated Statements of Operations of $ 2.6 and $ 2.6 during the three months ended June 30, 2025 and 2024, respectively.

We recorded stock-based compensation expense for restricted stock units granted to ZMC, which is also included in General and administrative expenses, of $ 14.7 and $ 12.4 during the three months ended June 30, 2025 and 2024, respectively.

In consideration for ZMC's services, we recorded consulting expense in General and administrative expenses on our Condensed Consolidated Statements of Operations of $ 3.9 and $ 2.5 during the three months ended September 30, 2025 and 2024, respectively, and $ 6.6 and $ 5.1 during the six months ended September 30, 2025 and 2024, respectively.

We recorded stock-based compensation expense for restricted stock units granted to ZMC, which is also included in General and administrative expenses, of $ 16.3 and $ 14.7 during the three months ended September 30, 2025 and 2024, respectively, and $ 31.0 and $ 27.1 during the six months ended September 30, 2025 and 2024, respectively.

In connection with the 2022 Management Agreement, we granted restricted stock units (in thousands) to ZMC as follows:

Three Months Ended June 30,

Six Months Ended September 30,

Time-based 74 102

12 unchanged sentences

At the end of each reporting period, we assess the probability of each performance metric and upon determination that certain thresholds are probable, we record expense for the unvested portion of the shares of performance-based restricted stock units.

The unvested portions of time-based, market-based and performance-based restricted stock units held by ZMC were 1.3 and 1.4 as of June 30, 2025 and March 31, 2025, respectively.

During the three months ended June 30, 2025, 0.5 restricted stock units previously granted to ZMC vested, and 0.0 restricted stock units were forfeited by ZMC.

The unvested portions of time-based, market-based and performance-based restricted stock units held by ZMC were 1.3 and 1.4 as of September 30, 2025 and March 31, 2025, respectively.

During the six months ended September 30, 2025, 0.5 restricted stock units previously granted to ZMC vested, and 0.0 restricted stock units were forfeited by ZMC.

FAIR VALUE MEASUREMENTS

8 unchanged sentences

The table below segregates all assets and liabilities that are measured at fair value on a recurring basis (which is measured at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.

June 30, 2025

September 30, 2025

Quoted prices

15 unchanged sentences

Equity securities 6.8 — — 6.8

Foreign currency forward contracts — 0.1 — 0.1

Total financial assets $ 1,693.1 $ — $ 25.6 $ 1,718.7

Accrued expenses and other current liabilities:

Foreign currency forward contracts — 0.1 — 0.1

Long-term debt, net:

22 unchanged sentences

Total financial liabilities $ — $ 28.6 $ — $ 28.6

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 three months ended June 30, 2025.

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 six months ended September 30, 2025.

Nonrecurring fair value measurements

3 unchanged sentences

Based on these considerations, we estimate that the carrying value of the acquired shares represents the fair value of the investment.

At June 30, 2025, and March 31, 2025, we held $ 8.0 and $ 8.0 , respectively, of such investments in Other assets within our Condensed Consolidated Balance Sheet.

At September 30, 2025, and March 31, 2025, we held $ 8.0 and $ 8.0 , respectively, of such investments in Other assets within our Condensed Consolidated Balance Sheet.

SHORT-TERM INVESTMENTS

Our Short-term investments consisted of the following:

June 30, 2025

September 30, 2025

Amortized Cost Gains Losses Fair Value

7 unchanged sentences

Total Short-term investments $ 9.4 $ — $ — $ 9.4

The following table summarizes the contracted maturities of our short-term investments at June 30, 2025:

June 30, 2025

The following table summarizes the contracted maturities of our short-term investments at September 30, 2025:

September 30, 2025

Short-term investments

8 unchanged sentences

The following table shows the gross notional amounts of foreign currency forward contracts:

June 30, 2025 March 31, 2025

September 30, 2025 March 31, 2025

Forward contracts to sell foreign currencies $ 425.9 $ 299.8

Forward contracts to purchase foreign currencies 80.1 97.0

For the three months ended June 30, 2025 and 2024, we recorded a loss of $ 12.4 and a gain of $ 3.5 , respectively, related to foreign currency forward contracts in Interest and other, net on our Condensed Consolidated Statements of Operations.

For the three months ended September 30, 2025 and 2024, we recorded a loss of $ 0.6 and a loss of $ 3.3 , respectively, and for the six months ended September 30, 2025 and 2024, we recorded a loss of $ 13.0 and a gain of $ 0.2 , respectively, related to foreign currency forward contracts in Interest and other, net on our Condensed 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.

2 unchanged sentences

Details of our capitalized software development costs and licenses were as follows:

June 30, 2025 March 31, 2025

September 30, 2025 March 31, 2025

Current Non-current Current Non-current

3 unchanged sentences

Software development costs and licenses $ 79.6 $ 2,101.8 $ 80.8 $ 1,892.6

During the three months ended June 30, 2025 and 2024, we recorded $( 4.6 ) and $ 23.3 , respectively, of software development impairment charges (within Business reorganization).

The impairment charges recorded during the three months ended June 30, 2025 are primarily due to the recovery of previously incurred costs related to the termination of development of one of our titles in connection with the 2024 Plan (our cost reduction program in Fiscal 2025).

The impairment charges recorded during the three months ended June 30, 2024 related to the 2024 Plan.

During the three months ended September 30, 2025 and 2024, we recorded software development impairment charges of $ 0.4 and $ 11.5 , respectively.

The impairment charges recorded during the three months ended September 30, 2025 were recorded within Cost of revenue.

The impairment charges recorded during the three months ended September 30, 2024 were recorded within Cost of revenue and Business reorganization, and were primarily related to our cost reduction program in fiscal year 2025 (the "2024 Plan").

During the six months ended September 30, 2025 and 2024, we recorded impairment charges of $( 4.2 ) and $ 34.8 , respectively.

The impairment charges recorded during the six months ended September 30, 2025 were recorded within Cost of revenue and Business reorganization, and were primarily due to the recovery of previously incurred costs related to the termination of development of one of our titles in connection with the 2024 Plan.

The impairment charges recorded during the six months ended September 30, 2024 were recorded within Cost of revenue and Business reorganization, and are primarily related to the 2024 Plan.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

June 30, 2025 March 31, 2025

September 30, 2025 March 31, 2025

Software development royalties $ 505.9 $ 419.8

3 unchanged sentences

Deferred acquisition payments 41.8 35.9

Interest payable 27.3 39.2

Refund liability 40.3 32.8

Interest payable 29.4 39.2

Tax payable 10.4 41.5

2 unchanged sentences

The components of Long-term debt, net on our Condensed Consolidated Balance Sheet were as follows:

Annual Interest Rate Maturity Date June 30, 2025 Fair Value (Level 2)

Annual Interest Rate Maturity Date September 30, 2025 Fair Value (Level 2)

2027 Notes 3.70 % April 14, 2027 600.0 596.3

18 unchanged sentences

The components of Short-term debt, net on our Condensed Consolidated Balance Sheet were as follows:

Annual Interest Rate Maturity Date June 30, 2025 Fair Value (Level 2)

Annual Interest Rate Maturity Date September 30, 2025 Fair Value (Level 2)

2026 Notes 5.00 % March 28, 2026 $ 550.0 $ 552.3

8 unchanged sentences

Short-term debt, net $ 1,148.5

The interest expense as it relates to our debt is recorded within Interest and other, net in our Condensed Consolidated Statements of Operations for the three months ended June 30, 2025 and 2024, respectively, and was as follows:

Three Months Ended June 30,

The interest expense as it relates to our debt is recorded within Interest and other, net in our Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2025 and 2024, respectively, and was as follows:

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

2025 Notes — 5.4 0.8 10.7

6 unchanged sentences

Total $ 35.4 $ 40.8 $ 71.9 $ 75.1

The following table outlines the aggregate amount of maturities of our borrowings, as of June 30, 2025:

The following table outlines the aggregate amount of maturities of our borrowings, as of September 30, 2025:

Fiscal Year Ending March 31, Maturities

12 unchanged sentences

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 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 and for general corporate purposes.

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

2 unchanged sentences

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 three months ended June 30, 2025, we made interest payments of $ 48.3 .

During the six months ended September 30, 2025, we made interest payments of $ 81.8 .

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.

During the three months ended June 30, 2025 and 2024, we recognized $ 1.3 and 1.4 , respectively, of amortization of debt issuance costs and $ 0.1 and 0.1 , respectively, of amortization of the original issuance discount.

During the three months ended September 30, 2025 and 2024, we recognized $ 1.2 and $ 1.6 , respectively, of amortization of debt issuance costs and $ 0.3 and $ 0.2 , respectively, of amortization of the original issuance discount.

During the six months ended September 30, 2025 and 2024, we recognized $ 2.5 and $ 3.0 , respectively, of amortization of debt issuance costs and $ 0.2 and $ 0.3 , respectively, of amortization of the original issuance discount.

Retirement of Senior Notes

5 unchanged sentences

Under the Amendment, the maturity date was extended to May 19, 2030 but retains the extension option permitting us, 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 2022 Credit Agreement.

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 June 30, 2025) or (b) 1.000 % to 1.625 % above Secured Overnight Financing Rate ("SOFR"), approximately 4.33 % at June 30, 2025, 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 ( 7.25 % at September 30, 2025) or (b) 1.000 % to 1.625 % above Secured Overnight Financing Rate ("SOFR"), approximately 4.13 % at September 30, 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.

1 unchanged sentence

Upon execution of the 2022 Credit Agreement, we incurred $ 4.9 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 term of the 2022 Credit Agreement, with the expense recorded within Interest and other, net in our Consolidated Statements of Operations.

During the three months ended June 30, 2025 and 2024, we amortized $ 0.2 and $ 0.2 , respectively of these debt issuance costs.

As of June 30, 2025, there were no borrowings under the 2022 Credit Agreement, and we had approximately $ 997.8 available for additional borrowings.

During the three months ended September 30, 2025 and 2024, we amortized $ 0.1 and $ 0.1 , respectively, and during the six months ended September 30, 2025 and 2024, we amortized $ 0.3 and $ 0.3 , respectively, of these debt issuance costs.

As of September 30, 2025, there were no borrowings under the 2022 Credit Agreement, and we had approximately $ 997.8 available for additional borrowings.

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

June 30, 2025 March 31, 2025

September 30, 2025 March 31, 2025

Available borrowings $ 997.8 $ 747.8

5 unchanged sentences

Following the acquisition and according to the Supplemental Indentures, we assumed all of Zynga’s rights and obligations under the Indentures, and the Company guaranteed the payment and other obligations of Zynga under the Convertible Notes.

As a result of our acquisition of Zynga, the right to convert each one thousand dollar principal amount of such Convertible Notes into shares of Zynga common stock was changed into a right to convert such principal amount of such Convertible Notes into the number of units of Reference Property equal to the conversion rate in effect immediately prior to the

closing, in each case pursuant to the terms and procedures set forth in the applicable Indenture.

Convertible Notes into the number of units of Reference Property equal to the conversion rate in effect immediately prior to the closing, in each case pursuant to the terms and procedures set forth in the applicable Indenture.

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.

5 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, 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 June 30, 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.

8 unchanged sentences

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 June 30, 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.

As of September 30, 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.

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The 2024 Convertible Notes matured on June 1, 2024.

During the three months ended June 30, 2024, 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.

During the six months ended September 30, 2024, 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 June 30, 2025.

We recorded $ 31.1 as the fair value of the remaining outstanding 2026 Convertible Notes, within Long-term debt, net, in our Condensed Consolidated Balance Sheet as of June 30, 2025.

During the three months ended June 30, 2025 and 2024, we recognized a loss of $ 2.6 and a gain of $ 0.4 , respectively.

An aggregate principal amount of $ 29.4 of the 2026 Convertible Notes remained outstanding at September 30, 2025.

We recorded $ 31.3 as the fair value of the remaining outstanding 2026 Convertible Notes, within Long-term debt, net, in our Condensed Consolidated Balance Sheet as of September 30, 2025.

During the three months ended September 30, 2025 and 2024, we recognized a loss of $ 0.2 and a loss of $ 0.1 , respectively, and during the six months ended September 30, 2025 and 2024, we recognized a loss of $ 2.8 and gain of $ 0.3 , respectively, within Interest and other, net in our Condensed Consolidated Statements of Operations.

LOSS PER SHARE

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

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

Computation of Basic and diluted loss per share:

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Basic and diluted loss per share $ ( 0.73 ) $ ( 2.08 ) $ ( 0.80 ) $ ( 3.61 )

We incurred a net loss for the three months ended June 30, 2025 and 2024;

We incurred a net loss for the three and six months ended September 30, 2025 and 2024;

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

For the three months ended June 30, 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.

During the three months ended June 30, 2025, 1.6 restricted stock awards vested, we granted 2.7 unvested restricted stock awards, and 0.7 unvested restricted stock awards were forfeited.

For the three months ended September 30, 2025, we had 1.3 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.

For the six months ended September 30, 2025, we had 1.8 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.

During the six months ended September 30, 2025, 2.0 restricted stock awards vested, we granted 2.8 unvested restricted stock awards, and 0.9 unvested restricted stock awards were forfeited.

The forfeiture of awards resulted in the reversal of expense of $ 44.7 and amounts capitalized as software development costs of $ 11.9 .

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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.

The benefit from income taxes for the three months ended June 30, 2025 is based on our projected annual effective tax rate for fiscal year 2026, adjusted for specific items that are required to be recognized in the period in which they are incurred.

The benefit from income taxes was $ 1.9 for the three months ended June 30, 2025, as compared to the provision for income taxes of $ 49.8 for the prior year period.

When compared to the statutory rate of 21%, the effective tax rate of 13.8 % for the three months ended June 30, 2025 was primarily due to tax expense of $ 5.6 related to an increase in the U.S.

and international valuation allowances and $ 2.9 by geographic mix of earnings and changes in reserves, offset by tax benefits of $ 4.9 from stock-based compensation, tax benefits of $ 2.6 from tax credits.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law and includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, accelerated deductions for domestic research expenditures and modifications to tax credits.

The provision for income taxes for the three months ended September 30, 2025 is based on our projected annual effective tax rate for fiscal year 2026, adjusted for specific items that are required to be recognized in the period in which they are incurred.

The provision for income taxes was $ 18.4 for the three months ended September 30, 2025, as compared to the provision for income taxes of $ 41.2 for the prior year period.

When compared to the statutory rate of 21%, the effective tax rate of ( 15.9 )% for the three months ended September 30, 2025 was primarily driven by tax expense of $ 33.7 related to an increase in the U.S.

and international valuation allowances, $ 16.0 related to geographic mix of earnings and changes in reserves, offset by tax benefits of $ 10.3 from tax credits.

The provision for income taxes for the six months ended September 30, 2025 is based on our projected annual effective tax rate for fiscal year 2026, adjusted for specific items that are required to be recognized in the period in which they are incurred.

The provision for income taxes was $ 16.5 for the six months ended September 30, 2025, as compared to the provision for income taxes of $ 91.0 for the prior year period.

When compared to the statutory rate of 21%, the effective tax rate of ( 12.8 )% for the six months ended September 30, 2025 was primarily driven by tax expense of $ 39.3 related to an increase in the U.S.

and international valuation allowances, $ 18.9 related to geographic mix of earnings and changes in reserves, offset by tax benefits of $ 12.9 from tax credits.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBB") was signed into law and includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, accelerated deductions for domestic research expenditures, permanently reinstating 100% bonus depreciation, and modifications to tax credits.

The legislation has multiple effective dates, with certain provisions effective in fiscal year ending March 31, 2026 and others implemented in future periods.

We are currently assessing its impact on our Consolidated Financial Statements.

The impact of OBBB has been reflected in our estimated annualized effective tax rate, and reduced our forecasted U.S.

cash tax liability.

It did not, however, impact our U.S.

deferred tax assets or liabilities since we continue to maintain a full valuation allowance against U.S.

net deferred tax assets.

The Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) includes a corporate alternative minimum tax ("CAMT") of 15% on the adjusted financial statement income (AFSI) of corporations with an average AFSI exceeding $1.0 billion over a consecutive three-year period.

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Pillar Two could result in additional tax liability over the regular corporate tax liability in a particular jurisdiction to the extent tax expense is less than a 15% minimum rate.

The impact of Pillar Two was not material to the tax provision for the three months ended June 30, 2025.

The impact of Pillar Two was not material to the tax provision for the three and six months ended September 30, 2025.

We will continue to evaluate the impact Pillar Two and any additional guidance may have on our results and operations.

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It is possible that settlement of audits or the expiration of the statute of limitations may have an impact on our effective tax rate in future periods.

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 $ 411.4 , which consisted of the following:

Fair value of purchase consideration

Common stock ( 2.8 shares)

Deferred payment 2.0

Settlement of pre-existing relationship ( 14.6 )

Transaction bonus ( 24.6 )

Total $ 411.4

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 Gearbox:

Fair Value Weighted average useful life

Cash acquired $ 9.5 N/A

Other tangible assets 159.7 N/A

Other liabilities assumed ( 151.2 ) N/A

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

Branding and trade names 8.0 7

Goodwill 189.4 N/A

Total $ 411.4

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.

SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

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

Our other segment items include Depreciation and amortization, Business reorganization, Interest and other, net, and (Benefit from) provision for income taxes.

Our other segment items include Depreciation and amortization, Business reorganization, Interest and other, net, and Provision for income taxes.

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

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Net revenue by geographic region was as follows:

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025 2024

Net revenue recognized:

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Total net revenue $ 1,773.8 $ 1,353.1 $ 3,277.6 $ 2,691.3

SUBSEQUENT EVENTS

On October 27, 2025, we completed the purchase of a building located in Los Angeles, California for total cash consideration of $ 32.0 .

The transaction will be treated as an asset acquisition, in which the cash consideration and direct transaction costs will be allocated on a relative fair value basis to identified assets.

The allocation will be reflected within Fixed assets, net on our Condensed Consolidated Balance Sheet as of December 31, 2025.

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-Q

Item 1. Financial Statements