What changed in this filing

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Item 1. Financial Statements

2026-02-04 compared with 2025-11-07 · 129 added, 118 removed, 537 unchanged (32% of the section changed)

3 unchanged sentences

(in millions, except per share amounts)

September 30, 2025 March 31, 2025

December 31, 2025 March 31, 2025

Current assets:

2 unchanged sentences

Restricted cash and cash equivalents 13.2 14.9

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

Accounts receivable, net of allowances of $ 1.9 and $ 1.6 at December 31, 2025 and March 31, 2025, respectively

Software development costs and licenses 50.2 80.8

28 unchanged sentences

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

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

no shares issued and outstanding at December 31, 2025 and March 31, 2025

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

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

208.8 and 200.8 shares issued and 185.1 and 177.1 outstanding at December 31, 2025 and March 31, 2025, respectively

Additional paid-in capital 11,847.7 10,312.0

Treasury stock, at cost;

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

23.7 and 23.7 common shares at December 31, 2025 and March 31, 2025, respectively

( 1,020.6 ) ( 1,020.6 )

7 unchanged sentences

(in millions, except per share amounts)

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

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

13 unchanged sentences

Loss before income taxes ( 55.8 ) ( 152.9 ) ( 185.1 ) ( 689.4 )

Provision for income taxes 18.4 41.2 16.5 91.0

Provision for (benefit from) for income taxes 37.1 ( 27.7 ) 53.6 63.3

Net loss $ ( 92.9 ) $ ( 125.2 ) $ ( 238.7 ) $ ( 752.7 )

5 unchanged sentences

(in millions)

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

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

Net loss $ ( 92.9 ) $ ( 125.2 ) $ ( 238.7 ) $ ( 752.7 )

Other comprehensive (loss) income:

Other comprehensive income (loss)

Foreign currency translation adjustment 15.9 ( 104.3 ) 60.8 ( 38.1 )

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

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

Other comprehensive income (loss) 15.9 ( 104.3 ) 60.8 ( 38.1 )

Comprehensive loss $ ( 77.0 ) $ ( 229.5 ) $ ( 177.9 ) $ ( 790.8 )

3 unchanged sentences

(in millions)

Six Months Ended September 30,

Nine Months Ended December 31,

Operating activities:

Net loss $ ( 238.7 ) $ ( 752.7 )

Adjustments to reconcile net loss to net cash provided by operating activities:

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

Amortization and impairment of software development costs and licenses 282.9 181.2

4 unchanged sentences

Interest expense 114.2 123.9

Fair value adjustments 11.0 4.3

Other, net 25.8 25.2

9 unchanged sentences

Purchases of fixed assets ( 126.0 ) ( 115.3 )

Divestitures — 36.0

Purchases of long-term investments ( 21.2 ) ( 21.4 )

Asset acquisitions ( 11.4 ) ( 9.3 )

Business acquisitions ( 2.0 ) 9.4

Asset acquisitions ( 19.9 ) ( 16.1 )

Net cash used in investing activities ( 358.8 ) ( 88.7 )

19 unchanged sentences

(in millions)

Three Months Ended September 30, 2025

Three Months Ended December 31, 2025

Common Stock Additional

3 unchanged sentences

Shares Amount Shares Amount

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

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

Net loss — — — — — ( 92.9 ) — ( 92.9 )

Change in cumulative foreign currency translation adjustment — — — — — — 15.9 15.9

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

Stock-based compensation — — 113.8 — — — — 113.8

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

Net share settlement of restricted stock awards — — ( 0.8 ) — — — — ( 0.8 )

Employee share purchase plan settlement 0.1 — 27.4 — — — — 27.4

Other changes, net — — 0.3 — — — — 0.3

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

Balance, December 31, 2025 208.8 $ 2.1 $ 11,847.7 ( 23.7 ) $ ( 1,020.6 ) $ ( 7,297.5 ) $ ( 36.1 ) $ 3,495.6

Three Months Ended December 31, 2024

Common Stock Additional

4 unchanged sentences

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

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

Net loss — — — — — ( 125.2 ) — ( 125.2 )

2 unchanged sentences

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

Exercise of stock options 0.3 — 8.9 — — — — 8.9

Employee share purchase plan settlement 0.2 — 22.2 — — — — 22.2

Other changes, net — — 0.3 — — — — 0.3

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

Balance, December 31, 2024 200.1 $ 2.0 $ 10,196.3 ( 23.7 ) $ ( 1,020.6 ) $ ( 3,332.6 ) $ ( 143.2 ) $ 5,701.9

See accompanying Notes.

Six Months Ended September 30, 2025

Nine Months Ended December 31, 2025

Common Stock Additional

7 unchanged sentences

Change in cumulative foreign currency translation adjustment — — — — — — 60.8 60.8

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

Stock-based compensation — — 291.2 — — — — 291.2

2 unchanged sentences

Issuance of common stock 5.5 0.1 1,192.7 — — — — 1,192.8

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

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

Net share settlement of restricted stock awards — — ( 2.4 ) — — — — ( 2.4 )

Balance, December 31, 2025 208.8 $ 2.1 $ 11,847.7 ( 23.7 ) $ ( 1,020.6 ) $ ( 7,297.5 ) $ ( 36.1 ) $ 3,495.6

Nine Months Ended December 31, 2024

Common Stock Additional

10 unchanged sentences

Employee share purchase plan settlement 0.4 — 45.5 — — — — 45.5

Exercise of stock options 0.3 — 9.3 — — — — 9.3

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

1 unchanged sentence

Other changes, net — 0.1 0.3 — — — — 0.4

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

Balance, December 31, 2024 200.1 $ 2.0 $ 10,196.3 ( 23.7 ) $ ( 1,020.6 ) $ ( 3,332.6 ) $ ( 143.2 ) $ 5,701.9

See accompanying Notes.

23 unchanged sentences

Recently Issued Accounting Pronouncements

Government Grants

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities .

The ASU establishes the accounting and presentation for government grants received by a business entity.

ASU 2025-10 is effective for fiscal years beginning after December 15, 2028 (April 1, 2029 for the Company) and interim periods within fiscal years beginning after December 15, 2029 (April 1, 2030 for the Company).

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

Internal-Use Software

7 unchanged sentences

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.

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

18 unchanged sentences

Net revenue by timing of recognition was as follows:

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

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

6 unchanged sentences

Net revenue by content was as follows:

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

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

4 unchanged sentences

Net revenue by platform was as follows:

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

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

7 unchanged sentences

Net revenue by distribution channel was as follows:

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

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

5 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 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.

The balance of deferred revenue, including current and non-current balances as of December 31, 2025 and March 31, 2025 were $ 1,312.8 and $ 1,108.9 , respectively.

For the nine months ended December 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 three months ended December 31, 2025 and 2024, $ 153.2 and $ 142.1 , respectively, of revenue was recognized that was included in the deferred revenue balance at the beginning of the respective period.

During the nine months ended December 31, 2025 and 2024, $ 1,008.6 and $ 966.7 , respectively, of revenue was recognized that was included in the deferred revenue balance at the beginning of the respective period.

As of December 31, 2025, the aggregate amount of contract revenue allocated to unsatisfied performance obligations is $ 1,427.8 , which includes our deferred revenue balances and amounts to be invoiced and recognized as revenue in future periods.

We expect to recognize approximately $ 1,351.9 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 September 30, 2025 and March 31, 2025, our contract asset balances were $ 84.5 and $ 80.8 , respectively.

As of December 31, 2025 and March 31, 2025, our contract asset balances were $ 87.3 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 six months ended September 30, 2025.

No receivables were sold under this facility during the nine months ended December 31, 2025.

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

MANAGEMENT AGREEMENT

In May 2022, we entered into a 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.

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.

("ZMC Advisors").

References to "ZMC" herein shall mean either ZelnickMedia or ZMC Advisors, as appropriate.

As part of the 2022 Management Agreement, Strauss Zelnick continues to serve as Executive Chairman and Chief Executive Officer of the Company, and Karl Slatoff continues to serve as President of the Company.

The 2022 Management Agreement provides for an annual management fee of $ 3.3 over the term of the agreement and a maximum annual bonus opportunity of $ 13.2 over the term of the agreement, based on the Company achieving certain performance thresholds.

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 $ 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.

We have a management agreement (the "2022 Management Agreement") with ZMC Advisors, L.P.

(“ZMC”), which became effective May 23, 2022 and replaced our previous management agreement.

Pursuant to the 2022 Management Agreement, ZMC will continue to provide financial and management consulting services to the Company through March 31, 2029, Strauss Zelnick continues to serve as Executive Chairman and Chief Executive Officer of the Company, and Karl Slatoff continues to serve as President of the Company.

The 2022 Management Agreement provides for an annual management fee of $ 3.3 for the term of the agreement and a maximum annual bonus opportunity of $ 13.2 for the term of the agreement, based on the Company achieving certain performance thresholds.

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

In consideration for ZMC's services, we recorded consulting expense within General and administrative expenses on our Condensed Consolidated Statements of Operations of $ 5.4 and $ 2.5 during the three months ended December 31, 2025 and 2024, respectively, and $ 12.0 and $ 7.6 during the nine months ended December 31, 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 $ 16.2 and $ 14.7 during the three months ended December 31, 2025 and 2024, respectively, and $ 47.2 and $ 41.8 during the nine months ended December 31, 2025 and 2024, respectively.

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

Six Months Ended September 30,

Nine Months Ended December 31,

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 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.

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 December 31, 2025 and March 31, 2025, respectively.

During the nine months ended December 31, 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.

September 30, 2025

December 31, 2025

Quoted prices

16 unchanged sentences

Total financial assets $ 1,884.9 $ — $ 24.5 $ 1,909.4

Accrued expenses and other current liabilities:

Foreign currency forward contracts — 0.1 — 0.1

Long-term debt, net:

Short-term debt, net:

Convertible notes — 32.6 — 32.6

21 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 six months ended September 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 nine months ended December 31, 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 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.

At December 31, 2025, and March 31, 2025, we held $ 18.0 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:

September 30, 2025

December 31, 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 September 30, 2025:

September 30, 2025

The following table summarizes the contracted maturities of our short-term investments at December 31, 2025:

December 31, 2025

Short-term investments

8 unchanged sentences

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

September 30, 2025 March 31, 2025

December 31, 2025 March 31, 2025

Forward contracts to sell foreign currencies $ 323.7 $ 299.8

Forward contracts to purchase foreign currencies 116.9 97.0

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.

For the three months ended December 31, 2025 and 2024, we recorded a gain of $ 0.8 and a gain of $ 9.5 , respectively, and for the nine months ended December 31, 2025 and 2024, we recorded a loss of $ 12.2 and a gain of $ 9.7 , 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:

September 30, 2025 March 31, 2025

December 31, 2025 March 31, 2025

Current Non-current Current Non-current

3 unchanged sentences

Software development costs and licenses $ 50.2 $ 2,244.7 $ 80.8 $ 1,892.6

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.

During the three months ended December 31, 2025 and 2024, we recorded software development impairment charges of $ 3.3 and $ 1.5 , respectively.

The impairment charges during the three months ended December 31, 2025 were recorded within Cost of revenue and were primarily related to a decision not to proceed with further development of certain interactive entertainment software products.

The impairment charges during the three months ended December 31, 2024 were recorded within Business reorganization and were primarily related to our cost reduction program in fiscal year 2025 (the "2024 Plan").

During the nine months ended December 31, 2025 and 2024, we recorded software development impairment charges of $( 0.9 ) and $ 36.3 , respectively.

The impairment charges during nine months ended December 31, 2025 were recorded within Cost of revenue and Business reorganization, and were primarily due to (i) the recovery of previously incurred costs related to the termination of development of one of our titles in connection with the 2024 Plan and (ii) a decision not to proceed with further development of certain interactive entertainment software products.

The impairment charges during the nine months ended December 31, 2024 were recorded within Cost of revenue and Business reorganization, and were primarily related to the 2024 Plan.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

September 30, 2025 March 31, 2025

Software development royalties $ 505.9 $ 419.8

December 31, 2025 March 31, 2025

Compensation and benefits $ 348.0 $ 268.3

Software development royalties 263.0 419.8

Licenses 126.3 91.4

Marketing and promotions 77.1 77.0

Deferred acquisition payments 41.8 35.9

Refund liability 49.2 32.8

Deferred acquisition payments 38.2 35.9

Interest payable 27.3 39.2

3 unchanged sentences

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

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

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

2027 Notes 3.70 % April 14, 2027 600.0 598.0

3 unchanged sentences

2034 Notes 5.60 % June 12, 2034 300.0 313.7

2026 Convertible Notes 0.00 % December 15, 2026 31.3 31.3

Total $ 2,500.0 $ 2,524.5

12 unchanged sentences

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

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

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

2026 Notes 5.00 % March 28, 2026 $ 550.0 $ 551.3

2026 Convertible Notes 0.00 % December 15, 2026 32.6 32.6

Total $ 582.6 $ 583.9

7 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 and six months ended September 30, 2025 and 2024, respectively, and was as follows:

Three Months Ended September 30, Six Months Ended September 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 nine months ended December 31, 2025 and 2024, respectively, and was as follows:

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

7 unchanged sentences

Total $ 35.7 $ 41.0 $ 107.6 $ 116.1

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

The following table outlines the aggregate amount of maturities of our borrowings, as of December 31, 2025:

Fiscal Year Ending March 31, Maturities

6 unchanged sentences

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 Condensed Consolidated Balance Sheet and will be amortized into Interest and other, net in our Condensed Consolidated Statements of Operations over the contractual term of the Senior Notes.

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

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

During the nine months ended December 31, 2025, we made interest payments of $ 119.4 .

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 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.

During the three months ended December 31, 2025 and 2024, we recognized $ 1.2 and $ 1.5 , respectively, of amortization of debt issuance costs and $ 0.1 and $ 0.1 , respectively, of amortization of the original issuance discount.

During the nine months ended December 31, 2025 and 2024, we recognized $ 3.7 and $ 4.5 , respectively, of amortization of debt issuance costs and $ 0.4 and $ 0.4 , 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 ( 7.25 % 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.

Loans under the 2022 Credit Agreement will bear interest at a rate of (a) 0.000 % to 0.625 % above an alternate base rate ( 6.75 % at December 31, 2025) or (b) 1.000 % to 1.625 % above Secured Overnight Financing Rate ("SOFR"), approximately 3.69 % at December 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.

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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 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.

During the three months ended December 31, 2025 and 2024, we amortized $ 0.2 and $ 0.2 , respectively of these debt issuance costs and during the nine months ended December 31, 2025 and 2024, we amortized $ 0.5 and $ 0.5 , respectively, of these debt issuance costs.

As of December 31, 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:

September 30, 2025 March 31, 2025

December 31, 2025 March 31, 2025

Available borrowings $ 997.8 $ 747.8

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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.

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.

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.

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.

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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 September 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.

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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 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.

As of December 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.

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The 2024 Convertible Notes matured on June 1, 2024.

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.

During the nine months ended December 31, 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 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.

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

We recorded $ 32.6 as the fair value of the remaining outstanding 2026 Convertible Notes, within Short-term debt, net, in our Condensed Consolidated Balance Sheet as of December 31, 2025.

During the three months ended December 31, 2025 and 2024, we recognized a loss of 1.2 and a loss of 1.1 , respectively and during the nine months ended December 31, 2025 and 2024, we recognized a loss of $ 4.0 and loss of $ 0.8 , 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 September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

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Basic and diluted loss per share $ ( 0.50 ) $ ( 0.71 ) $ ( 1.30 ) $ ( 4.31 )

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

We incurred a net loss for the three and nine months ended December 31, 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 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.

For the three months ended December 31, 2025, we had 1.4 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 nine months ended December 31, 2025, we had 1.7 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 nine months ended December 31, 2025, 2.2 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 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.

The provision for income taxes for the three months ended December 31, 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 $ 37.1 for the three months ended December 31, 2025, as compared to the benefit from income taxes of $ 27.7 for the prior year period.

When compared to the statutory rate of 21%, the effective tax rate of ( 66.5 )% for the three months ended December 31, 2025 was primarily driven by tax expense of $ 35.1 related to an increase in the U.S.

and international valuation allowances, offset by tax benefits of $ 12.5 from tax credits, and by tax expense of $ 19.9 related to geographic mix of earnings.

The provision for income taxes for the nine months ended December 31, 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 $ 53.6 for the nine months ended December 31, 2025, as compared to the provision for income taxes of $ 63.3 for the prior year period.

When compared to the statutory rate of 21%, the effective tax rate of ( 29.0 )% for the nine months ended December 31, 2025 was primarily driven by tax expense of $ 74.5 related to an increase in the U.S.

and international valuation allowances, offset by tax benefits of $ 25.4 from tax credits, and by tax expense of $ 28.7 related to geographic mix of earnings.

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.

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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 and six months ended September 30, 2025.

The impact of Pillar Two was not material to the tax provision for the three and nine months ended December 31, 2025.

On January 5, 2026, the OECD released new administrative guidance outlining a “side-by-side” arrangement following agreement on key elements by the OECD/G20 Inclusive Framework on Pillar Two.

It provides new safe harbors for U.S.

multinational companies which would exempt U.S.-parented groups from two of the three Pillar Two top up taxes, extend the current Transitional Country-by-Country Reporting Safe Harbor by one year through the end of fiscal year ending March 31, 2028, and make the

Simplified Effective Tax Rate Safe Harbor permanent.

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

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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 Provision for income taxes.

Our other segment items include Depreciation and amortization, Business reorganization, Interest and other, net, and Provision for (benefit from) 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 September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

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Total net revenue $ 1,699.0 $ 1,359.8 $ 4,976.6 $ 4,051.1

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.

ASSET ACQUISITION

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

On November 13, 2025, we purchased an office space located in New York, New York, for total cash consideration of $ 6.1 .

Both transactions were treated as asset acquisitions, in which the cash consideration and direct transaction costs were allocated on a relative fair value basis to identified assets.

The following table summarizes the acquisition date fair value of tangible assets, which are included within Fixed assets, net on our Condensed Consolidated Balance Sheets, acquired:

Fair Value Weighted average useful life

Building $ 27.8 30 years

Land 10.3 N/A

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