What changed in this filing

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Item 9A. Controls and Procedures

2026-05-22 compared with 2025-05-20 · 310 added, 435 removed, 1392 unchanged (35% of the section changed)

1 unchanged sentence

Definition and Limitations of Disclosure Controls and Procedures

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

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

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

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Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, 2026.

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

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

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

1 unchanged sentence

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2026, which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On June 11, 2024, we acquired Gearbox.

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

Other Information

The share numbers in this Item 9B represent the actual number of shares (i.e., not presented 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 Exchange Act, may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.

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

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

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

During the quarter ended March 31, 2026, the following Section 16 officers and directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K of the Exchange Act):

• On February 19, 2026 , Ellen Siminoff , a member of our Board of Directors , adopted a new written trading plan.

The plan's maximum duration is until July 31, 2027 , and the first trade will not occur until July 1, 2026, at the earliest.

The trading plan is intended to permit Ms.

Siminoff to sell up to an aggregate of 4,000 shares of our common stock.

• On March 3, 2026 , Daniel Emerson , our Executive Vice President and Chief Legal Officer , adopted a new written trading plan.

The plan's maximum duration is until December 31, 2026 and the first trade will not occur until June 8, 2026, at the earliest.

The trading plan is intended to permit Mr.

Emerson to sell up to an aggregate of 42,105 shares of our common stock.

No other Section 16 officers or directors, as defined in Rule 16a-1(f), adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended March 31, 2026.

Amendment to 2022 Credit Agreement

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

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

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

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

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

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

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

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

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

Receivables Purchase Agreement

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

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

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

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

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

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

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

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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8-K 4/14/2022 4.1

4.3 First Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc.

and The Bank of New York Mellon, as Trustee.

8-K 4/14/2022 4.2

4.4 Second Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc.

and The Bank of New York Mellon, as Trustee.

8-K 4/14/2022 4.3

4.3 Third Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc.

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8-K 6/12/2024 4.1

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

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

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8-K 4/14/2022 4.9

4.13 Form of Global Note representing 3.700% Senior Notes due 2027 (included as part of Exhibit 4.5)

8-K 4/14/2022 4.8

4.14 Form of Global Note representing 4.000% Senior Notes due 2032 (included as part of Exhibit 4.6)

8-K 4/14/2022 4.9

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

4.11 Form of Global Note representing 5.000% Senior Notes due 2026 (included as part of Exhibit 4.7)

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8-K 5/26/2022 4.2

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

and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, National Association), as trustee.

8-K 5/26/2022 4.2

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

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10.2 Amended and Restated Take-Two Interactive Software, Inc.

2009 Stock Incentive Plan, effective as of July 21, 2016 +

14A 7/28/2016 Annex A

10.3 Form of Employee Restricted Stock Agreement +

10-Q 6/5/2009 10.2

10.4 Form of Non-Employee Director Restricted Stock Agreement +

10-Q 6/5/2009 10.3

10.5 Form of Employee Restricted Unit Agreement +

10-Q 8/1/2012 10.1

10.6 Form of Employee Restricted Unit Agreement +

10-Q 10/30/2013 10.1

10.7 Form of Employee Global Restricted Unit Agreement +

10-Q 10/30/2013 10.2

10.8 Form of Employee Restricted Unit Agreement +

10-Q 10/30/2013 10.3

10.9 Form of Employee Global Restricted Unit Agreement +

10-Q 10/30/2013 10.4

10.10 Form of Employee Global Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc.

2017 Stock Incentive Plan +

10-Q 10/30/2013 10.5

10.11 Amended and Restated Take-Two Interactive Software, Inc.

2017 Stock Incentive Plan +

14A 7/28/2025 Annex B

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14A 7/27/2017 Annex C

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

10.6 Take-Two Interactive Software, Inc.

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2017 Stock Incentive Plan + **

10-Q 11/8/2017 10.4

10.8 Form of Global Restricted Stock Performance Unit Agreement Pursuant to the Take-Two Interactive Software, Inc.

2017 Stock Incentive Plan +

10-Q 11/8/2017 10.5

2017 Stock Incentive Plan (TSR) + * *

10.9 F orm of Global Restricted Stock Performance Unit Agreement Pursuant to the Take-Two Interactive Software , Inc.

2017 Stock Incentive Plan (RCS) +**

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

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10-Q 11/8/2017 10.7

10.12 T ake-Two Interactive So ftware, Inc.

Deferred Compensation Plan +

8-K 9/5/2025 10.1

10.13 T ake-Two Interactive So ftware, Inc.

Deferred Compensation Plan Adoption Agreement +

8-K 9/5/2025 10.2

10.14 Employment Agreement, dated May 12, 2010, between the Company and Lainie Goldstein +

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10-Q 10/31/2012 10.6

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

10.17 Third Amendment to Employment Agreement dated May 7, 2018, between the Company and Lainie Goldstein +

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10-Q 8/9/2023 10.4

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

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

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S-3 ASR 6/3/2024 10.2

10.32 Restricted Unit Agreement dated as of June 2, 2025, by and between Take-Two Interactive Software, Inc.

and ZMC Advisors, L.P.+

S-3 ASR 6/2/2025 10.2

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

7 unchanged sentences

10-Q 8/9/2024 10.3

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

10.36 Amendment No.

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and JPMorgan Chase Bank, N.A.

10-K 5/20/2025 10.41

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

10-K 5/20/2025 10.42

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

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10-K 5/24/2017 10.48

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

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

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10-Q 11/4/2021 10.1

10.51 Third Amendment to Lease, dated as of December 22, 2025, by and between Take-Two Interactive Software, Inc.

and DOLP 1133 Properties III LLC

10-Q 2/4/2026 10.1

19.1 Take-Two Interactive Software, Inc.

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10-K 5/22/2024 19.1

Incorporated by Reference

Exhibit Number Exhibit Description Form Filing Date Exhibit Filed

21.1 Subsidiaries of the Company

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_______________________________________________________________________________

† Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule will be furnished supplementally to the U.S.

Securities and Exchange Commission upon request;

provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

+ Represents a management contract or compensatory plan or arrangement.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

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

Impairment of intangible assets that are subject to amortization

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

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

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

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

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

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

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

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its process to determine the fair value of intangible assets that are subject to amortization being measured for impairment.

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

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

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

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

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

Impairment of goodwill for a certain reporting unit

Description of the Matter As of March 31, 2025, the Company’s goodwill balance was $1,057.3 million.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

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

Goodwill Impairment Assessment

Description of the Matter At March 31, 2026, the Company's goodwill balance was $1,061.9 million on its consolidated balance sheet.

As disclosed in Note 1 to the consolidated financial statements, goodwill is tested for impairment annually, or more frequently if events and circumstances indicate the fair value of a reporting unit may be below its carrying amount.

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

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

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

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

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

For example, we tested controls over management’s review of the significant assumptions used to estimate the fair value of the reporting unit that was impaired.

To test the estimated fair value of the reporting unit that was impaired, our audit procedures included, among others, evaluating the valuation methodologies used, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used by the Company in its analyses.

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

In addition, we involved our internal valuation specialists to assist in testing the methodologies and certain significant assumptions used to value the reporting unit that was impaired.

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

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's goodwill impairment evaluation process.

Our audit procedures to test management's impairment evaluation of a certain reporting unit included, among others, assessing the valuation methodologies, and evaluating the impact of changes in selected assumptions.

We involved our internal valuation specialists to assist in evaluating the valuation methodologies used to calculate the estimated fair value of a certain reporting unit.

/s/ Ernst & Young LLP

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, 2026, based on the COSO criteria.

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

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2026 and 2025, the related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity for each of the three years in the period ended March 31, 2026, and the related notes and our report dated May 21, 2026 expressed an unqualified opinion thereon.

62 unchanged sentences

( 1,020.6 ) ( 1,020.6 )

(Accumulated Deficit) / Retained earnings ( 7,058.8 ) ( 2,579.9 )

Accumulated deficit ( 7,357.0 ) ( 7,058.8 )

Accumulated other comprehensive loss ( 67.3 ) ( 96.9 )

14 unchanged sentences

Research and development

1,074.6 1,005.2 948.2

General and administrative

874.4 883.3 716.1

Depreciation and amortization 198.5 229.4 171.2

2 unchanged sentences

Total operating expenses 3,913.9 7,453.3 5,832.4

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

Income (loss) from operations ( 104.2 ) ( 4,391.1 ) ( 3,590.6 )

Interest and other, net ( 93.6 ) ( 100.2 ) ( 112.2 )

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

Loss before income taxes ( 197.8 ) ( 4,491.3 ) ( 3,702.8 )

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

Provision for (benefit from) income taxes 100.4 ( 12.4 ) 41.4

Net loss $ ( 298.2 ) $ ( 4,478.9 ) $ ( 3,744.2 )

7 unchanged sentences

Net loss $ ( 298.2 ) $ ( 4,478.9 ) $ ( 3,744.2 )

Other comprehensive income (loss)

Other comprehensive income

Foreign currency translation adjustment 29.6 8.2 6.7

Change in fair value of available for sale securities — — 1.5

Other comprehensive income (loss) 8.2 8.2 ( 56.0 )

Other comprehensive income 29.6 8.2 8.2

Comprehensive loss $ ( 268.6 ) $ ( 4,470.7 ) $ ( 3,736.0 )

24 unchanged sentences

Accounts payable, accrued expenses and other liabilities ( 365.3 ) ( 465.9 ) ( 200.9 )

Net cash (used in) provided by operating activities ( 45.2 ) ( 16.1 ) 1.1

Net cash provided by (used in) operating activities 624.3 ( 45.2 ) ( 16.1 )

Investing activities:

1 unchanged sentence

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

Divestitures 32.7 — —

Purchases of fixed assets ( 162.8 ) ( 169.4 ) ( 141.7 )

Proceeds from sale of long-term investments — — 20.6

Purchase of long-term investments ( 21.1 ) ( 18.5 ) ( 15.7 )

Divestitures — 32.7 —

Purchases of long-term investments ( 22.0 ) ( 21.1 ) ( 18.5 )

Business acquisitions ( 2.6 ) 6.5 ( 7.3 )

Asset acquisitions ( 27.4 ) ( 20.3 ) ( 27.4 )

Other — 7.5 —

Net cash (used in) provided by investing activities ( 151.5 ) ( 28.2 ) ( 2,876.3 )

Net cash used in investing activities ( 649.2 ) ( 151.5 ) ( 28.2 )

Financing activities:

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Issuance of common stock 1,247.5 77.3 39.4

Cost of debt ( 5.4 ) ( 10.3 ) ( 22.4 )

Repayment of debt — ( 1,339.6 ) ( 200.0 )

Settlement of capped calls — — 140.1

Payment for settlement of convertible notes — ( 8.3 ) —

Proceeds from issuance of debt — 598.9 1,348.9

Cost of debt — ( 5.4 ) ( 10.3 )

Repayment of debt ( 1,150.0 ) — ( 1,339.6 )

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

4 unchanged sentences

1,559.2 1,102.0 1,234.6

Cash, cash equivalents, and restricted cash equivalents, end of year (1)

Cash, cash equivalents, and restricted cash and cash equivalents, end of period (1)

$ 1,638.1 $ 1,559.2 $ 1,102.0

12 unchanged sentences

Comprehensive

Income (Loss) Total

Stockholders'

4 unchanged sentences

Stock-based compensation — — 416.1 — — — — 416.1

Net unrealized gain on available-for-sale securities, net of taxes — — — — — — 2.9 2.9

Issuance of restricted stock, net of forfeitures and cancellations 2.1 — — — — — — —

Exercise of stock options 1.0 — 43.1 — — — — 43.1

Net unrealized gain on available-for-sale securities, net of taxes — — — — — — 1.5 1.5

Net share settlement of restricted stock awards ( 0.6 ) — ( 94.1 ) — — — — ( 94.1 )

Employee share purchase plan settlement 0.4 — 37.9 — — — — 37.9

Issuance of shares related to Zynga acquisition 46.3 0.5 5,377.2 — — — — 5,377.7

Issuance of shares related to Popcore acquisition 0.6 — 57.8 — — — — 57.8

Stock-based compensation assumed in Zynga acquisition — — 151.7 — — — — 151.7

Issuance of shares related to Zynga convertible notes 3.7 — 479.7 — — — — 479.7

Exercise of stock options — — 1.5 — — — — 1.5

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

2 unchanged sentences

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

Net unrealized gain on available-for-sale securities, net of taxes — — — — — — 1.5 1.5

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

Exercise of stock options — — 1.5 — — — — 1.5

Net share settlement of restricted stock awards ( 0.6 ) — ( 94.1 ) — — — — ( 94.1 )

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

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

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

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

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

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

3 unchanged sentences

Issuance of restricted stock, net of forfeitures and cancellations 2.5 — — — — — — —

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

Net share settlement of restricted stock awards — — ( 2.9 ) — — — — ( 2.9 )

Employee share purchase plan settlement 0.3 — 54.7 — — — — 54.7

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

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

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

9 unchanged sentences

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

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

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

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We had three customers who accounted for 22.7 %, 21.0 %, and 14.0 % of our gross accounts receivable as of March 31, 2026 and three customers who accounted for 24.0 %, 21.3 %, and 15.7 % of our gross accounts receivable as of March 31, 2025.

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

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

We did not have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, 2026 and 2025.

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

Cash and Cash Equivalents

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Capitalized software development costs include direct costs incurred for internally developed titles and payments made to third-party software developers under development agreements.

We capitalize internal software development costs (including specifically identifiable payroll expense, employee stock-based compensation, and incentive compensation costs related to the completion and release of titles, as well as third-party production and other content costs), subsequent to establishing technological feasibility of a software title.

Technological feasibility of a product includes the completion of both technical design documentation and game design documentation.

We capitalize internal software development costs (including specifically identifiable payroll expense, employee stock-based compensation, and incentive compensation costs related to the completion and release of titles) as well as third-party costs (including development, production and other content) subsequent to establishing technological feasibility of a software title.

Technological feasibility, which is evaluated on a product-by-product basis, requires the completion of both technical design documentation and game design documentation.

Significant management judgments are made in the assessment of when technological feasibility is established.

For products where proven technology exists, this may occur early in the development cycle.

Technological feasibility is evaluated on a product-by-product basis.

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

Prior to establishing technological feasibility of a product, we record any software development costs as research and development expenses.

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

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Certain licenses, especially those related to our sports products, extend over multi-year periods and encompass multiple game titles.

In addition to guaranteed minimum payments, these licenses frequently contain provisions that could require us to pay royalties to the license holder based on pre-agreed unit sales thresholds.

Amortization of capitalized software development costs and licenses commences when a product is available for general release and is recorded on a title-by-title basis in cost of revenue.

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Amortization periods for our software products generally range from 9 to 36 months.

Certain government grants earned on qualified production spend generally either reduce the cost basis of our capitalized software development costs, which therefore results in reduced expense over the amortization period, or reduce

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

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

In the absence of authoritative U.S.

GAAP applicable to the period presented, we account for these incentives by analogy under ASC 105‑10‑05‑2 to the principles in IAS 20, Accounting for Government Grants and Disclosure of Government Assistance.

We evaluate the future recoverability of capitalized software development costs and licenses on a quarterly basis.

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When we determine that capitalized cost of the title is unlikely to be recovered by product sales, an impairment of software development and license costs capitalized is charged to cost of revenue in the period in which such determination is made.

We have profit and unit sales based internal royalty programs that allow selected employees to participate in the success of software titles that they assist in developing.

We have profit based internal royalty programs that allow selected employees to participate in the success of software titles that they assist in developing.

Royalties earned under these programs are recorded as a component of Cost of revenue in the period earned.

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We determine if an arrangement is a lease at contract inception.

The assessment involves evaluating if the arrangement provides us with an asset that is physically distinct, or that represents substantially all of the capacity of the asset, and if we have the right to direct the use of the asset.

If there is an identified asset in the contract (either explicitly or implicitly) and we have control over its use, the contract is (or contains) a lease.

In certain of our lease arrangements, primarily those related to our data center arrangements, judgment is required in determining if a contract contains a lease.

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

This assessment is required for certain of our arrangements, primarily those related to our data centers.

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

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The incremental borrowing rate represents the rate required to borrow funds over a similar term to purchase the leased asset and is based on an unsecured borrowing rate and risk-adjusted to approximate a collateralized rate at the commencement date of the lease.

In determining our lease liability, the lease term includes options to extend or terminate the lease when it is reasonably certain that we will exercise such option.

For operating leases, the lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

In determining our lease liability, we include options to extend or terminate in the lease term when it is reasonably certain that we will exercise such option.

For operating leases, the expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Lease modifications result in remeasurement of the lease liability.

Leases with an initial term of twelve months or less are not recorded on the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term.

Leases with an initial term of twelve months or less are not recorded on the balance sheet.

We do not separate non-lease components from the related lease components.

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

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

the asset, discounted to present value.

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

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

The market approach estimates value based on what other participants in the market have paid for reasonably similar assets.

The market approach estimates value based on what other participants in the market have

paid for reasonably similar assets.

Although each valuation approach is considered in valuing the assets acquired, the approach, or combination of approaches, ultimately selected is based on the characteristics of the asset and the availability of information.

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

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

There were no goodwill impairments during the fiscal year ended March 31, 2026.

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

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

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

As of March 31, 2026, the goodwill balance of that reporting unit is $ 570.0 .

Unanticipated changes in business performance or the regulatory environment, market declines, and other events impacting the fair value of the reporting units with assigned goodwill, or increases in the level of equity required to support these businesses, could cause additional goodwill impairment charges in future periods.

Unanticipated changes in business performance or the regulatory environment, market declines, and other events impacting the fair value of the reporting units, or increases in the level of equity required to support these businesses, could cause additional goodwill impairment charges in future periods.

Refer to Note 9 - Goodwill and Intangible Assets, Net .

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Refer to Note 9 - Goodwill and Intangible Assets, Net for impairments that occurred in the fiscal years ended March 31, 2026 and 2025.

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

Derivatives and Hedging

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The changes in fair value of derivatives that are not designated as hedges are recognized currently in earnings as Interest and other, net in our Consolidated Statements of Operations.

If a derivative meets the definition of a cash flow hedge and is so designated, the effective portion of changes in the fair value of the derivative are recognized, as a component of Other comprehensive income (loss) while the ineffective portion of the changes in fair value is recorded currently in earnings as Interest and other, net in our Consolidated Statements of Operations.

If a derivative meets the definition of a cash flow hedge and is so designated, the effective portion of changes in the fair value of the derivative are recognized, as a component of Other comprehensive income while the ineffective portion of the changes in fair value is recorded currently in earnings as Interest and other, net in our Consolidated Statements of Operations.

Amounts included in Accumulated other comprehensive loss for cash flow hedges are reclassified into earnings in the same period that the hedged item is recognized in Cost of revenue, Research and development expenses, or Interest and other, net, as appropriate.

We record a tax provision for the anticipated tax consequences of the reported results of operations.

Our provision for income taxes is computed using the asset and liability method, under which deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities at currently enacted statutory tax rates for the years in which the differences are expected to reverse.

years in which the differences are expected to reverse.

The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment.

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Generally, our full game software products deliver a license of our intellectual property that provides a functional offline gaming experience (i.e., one that does not require an Internet connection to access the main game content or other significant game related services).

We recognize revenue related to the license of our intellectual property that provides offline functionality at the time control of the products has been transferred to our customers (i.e.

upon delivery of the software product).

We recognize revenue related to the license of our intellectual property that provides offline functionality at the time control of the products has been transferred to our customers (i.e., upon delivery of the software product).

In addition, some of our full game software products that provide a functional offline gaming experience may also include significant game related services delivered over time, such as online functionality that is dependent upon online support services and/or additional free content updates.

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We recognize revenue from the sale of durable virtual items ratably over the estimated service period for the applicable game (i.e., over time), which represents our best estimate of the average life of the durable virtual item.

This estimate considers historical player usage patterns, the nature of the item, and the expected life of the related game and is reviewed periodically.

Certain software products are sold to customers with a “street date” (the earliest date these products may be sold by these retailers).

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

Our software products are sold as digital downloads.

Revenue from digital downloads generally commences when the download is made available to the end user by a third-party digital storefront.

In certain countries, we use third-party licensees to distribute and host our games in accordance with license agreements, for which the licensees typically pay us a fixed minimum guarantee and sales-based royalties.

These arrangements typically include multiple performance obligations, such as an upfront license of intellectual property and rights to future updates.

Based on the allocated transaction price, we recognize revenue associated with the minimum guarantee when we transfer control of the upfront license of intellectual property (generally upon commercial launch) and the remaining portion ratably over the contractual term in which we provide the licensee with future update rights.

Royalty payments in excess of the minimum guarantee are generally recognized when the licensed product is sold by the licensee.

Our software products are sold as digital downloads either through a third-party platform or directly to consumers.

Revenue from digital downloads generally commences when the download is made available to the end user.

We have contractual relationships with advertising networks, agencies, advertising brokers, and directly with advertisers to display advertisements in our games.

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Principal Agent Considerations

We offer certain software products via third-party digital storefronts, such as Microsoft’s Xbox Live, Sony’s PlayStation Network, Valve's Steam, Epic Games Store, Apple's App Store, and the Google Play Store.

We offer certain software products via third-party digital storefronts, such as Microsoft’s Xbox Live, Sony’s PlayStation Network, Valve's Steam, Apple's App Store, and the Google Play Store.

For sales of our software products via third-party digital storefronts, we determine whether or not we are acting as the principal in the sale to the end user, which we consider in determining if revenue should be reported based on the gross transaction price to the end user or based on the transaction price net of fees retained by the third-party digital storefront.

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• which party has discretion in establishing the price for the specified good or service.

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

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

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

These conclusions reflect differences in contractual arrangements, including which party controls pricing, the customer relationship, and fulfillment responsibilities prior to transfer to the end user.

Shipping and Handling

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Future usage patterns may differ from historical usage patterns, and therefore the estimated service period may change in the future.

The estimated service periods for players of our current software products are generally between six and fifteen months depending on the software product.

The estimated service periods for players of our current software products are generally between five and fifteen months depending on the software product.

Revenue Arrangements with Multiple Performance Obligations

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Price protection, allowances for returns, and sales incentives are considered refund liabilities and are reported within Accrued expenses and other current liabilities on our Consolidated Balance Sheet.

Significant Estimates

Significant management judgment and estimates must be used in connection with certain of the determinations described above, such as estimating the fair value allocation to distinct and separable performance obligations, and the service period over which to defer recognition of revenue.

We believe we can make reliable estimates.

However, actual results may differ from initial estimates due to changes in circumstances, market conditions, and assumptions.

Adjustments to estimates are recorded in the period in which they become known.

Estimates Used in Revenue Recognition

Certain aspects of revenue recognition involve the use of estimates, including the allocation of consideration to distinct performance obligations and the determination of the service period over which revenue is recognized.

These estimates are based on observable data, historical experience and consistently applied methodologies.

While actual results may differ from estimates due to changes in circumstances or market conditions, adjustments to estimates are recorded in the period in which they become known.

Payment Terms

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

Advertising, marketing, and other

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

Advertising, marketing, and other promotional expenses for the fiscal years ended March 31, 2026, 2025, and 2024 amounted to $ 1,287.1 , $ 1,253.9 , and $ 1,132.4 , respectively, and are included in Selling and marketing expense in our Consolidated Statements of Operations.

Stock-based Compensation

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Our plans include time-based, market-based, and performance-based awards of our common stock to employees and non-employees.

In connection with the Zynga acquisition, we assumed replacement equity awards, including restricted stock units and the outstanding and unexercised options to purchase Zynga common stock, and converted them into stock-based awards for shares of Take-Two common stock.

Refer to Note 16 - Stock-Based Compensation .

We account for stock-based awards under the fair value method of accounting.

The fair value of all stock-based compensation is either capitalized and amortized in accordance with our software development cost accounting policy or recognized as expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for market-based and performance-based stock awards.

The fair value of all stock-based compensation is either capitalized and amortized in accordance with our software development cost accounting policy or

recognized as expense on a straight-line basis over the full vesting period of the awards for time-based stock awards and on an accelerated attribution method for market-based and performance-based stock awards.

We estimate the fair value of time-based and performance-based awards using our closing stock price on the date of grant.

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Accumulated other comprehensive loss includes foreign currency translation adjustments, which relate to investments that are permanent in nature and therefore do not require tax adjustments, and the amounts for unrealized gains (losses), net on derivative instruments designated as cash flow hedges, as well as any associated tax impact, and available for sale securities.

Recently Adopted Accounting Pronouncements

Segment Reporting Disclosures

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

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

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

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

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

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

Recently Issued Accounting Pronouncements

Government Grants

In December 2025, the Financial Accounting Standards Board ("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

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

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and foreign jurisdictions.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 (April 1, 2025 for the Company).

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 (April 1, 2025 for the Company).

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.

Refer to Note 15 - Income Taxes .

REVENUE FROM CONTRACTS WITH CUSTOMERS

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For the fiscal year ended March 31, 2026, the additions to our deferred revenue balance were primarily due to cash payments received or due in advance of satisfying our performance obligations, while the reductions to our deferred revenue balance were primarily due to the recognition of revenue upon fulfillment of our performance obligations, both of which were in the ordinary course of business.

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

During the fiscal year ended March 31, 2026 and 2025, $ 1,065.7 and $ 1,044.4 , of revenue was recognized, respectively, that was included in the deferred revenue balance at the beginning of each respective period.

As of March 31, 2026, the aggregate amount of contract revenue allocated to unsatisfied performance obligations is $ 1,446.5 , which includes our deferred revenue balances and amounts to be invoiced and recognized as revenue in future periods.

We expect to recognize approximately $ 1,240.1 of this balance as revenue over the next 12 months, and the remainder thereafter.

We expect to recognize approximately $ 1,240.0 of this balance as revenue over the next 12 months, and the remainder

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 March 31, 2026 and March 31, 2025, our contract asset balances were $ 89.7 and $ 80.8 , respectively.

Accounts Receivable sale program

On May 19, 2025, we entered into an arrangement to sell designated pools of high credit quality accounts receivable under an uncommitted accounts receivables purchase facility in an initial aggregate amount of up to $ 215.0 to an unaffiliated financial institution on a true sale basis.

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

We will continue to collect cash from our account debtors and remit to the financial institution.

We will derecognize the carrying value of the financial assets transferred and recognize a net gain or loss on the sale under Interest and other, net on our Consolidated Statements of Operations.

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

No receivables were sold under this facility during the fiscal year ended March 31, 2026.

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

MANAGEMENT AGREEMENT

In November 2017, we entered into a management agreement (the "2017 Management Agreement") with ZelnickMedia Corporation ("ZelnickMedia"), which replaced our previous agreement with ZelnickMedia and pursuant to which ZelnickMedia provided financial and management consulting services to the Company through March 31, 2024.

The 2017 Management Agreement became effective January 1, 2018.

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

The 2017 Management Agreement

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

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

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

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 (a component of General and administrative expenses) of $ 10.2 , $ 6.5 , and $ 3.5 for the fiscal years ended March 31, 2025, 2024, and 2023, respectively.

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

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

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 Consolidated Statements of Operations of $ 16.6 , $ 10.2 , and $ 6.5 for the fiscal years ended March 31, 2026, 2025, and 2024, respectively.

During the fiscal years ended March 31, 2026, 2025, and 2024, we recorded stock-based compensation expense for restricted stock units granted to ZMC, which is also included in General and administrative expenses on our Consolidated Statements of Operations of $ 62.9 , $ 56.2 , and $ 52.8 , respectively.

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

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March 31, 2026

Quoted prices in active markets for identical assets (level 1) Significant other observable inputs (level 2) Significant unobservable inputs (level 3) Total

Quoted prices

(level 1) Significant

(level 2) Significant

(level 3) Total

Cash and cash equivalents:

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Other assets:

Equity securities 7.3 — — 7.3

Private equity — — 23.6 23.6

Total financial assets $ 1,257.8 $ — $ 24.3 $ 1,282.1

Accrued expenses and other current liabilities:

Equity securities 9.3 — — 9.3

Foreign currency forward contracts — 0.2 — 0.2

Long-term debt, net:

Total financial assets $ 1,659.1 $ 0.2 $ 23.6 $ 1,682.9

Short-term debt, net:

Convertible notes — 30.0 — 30.0

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March 31, 2025

Quoted prices in active markets for identical assets (level 1) Significant other observable inputs (level 2) Significant unobservable inputs (level 3) Total

Quoted prices

(level 1) Significant

(level 2) Significant

(level 3) Total

Cash and cash equivalents:

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Other assets:

Equity securities 7.3 — — 7.3

Private equity — — 24.3 24.3

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Accrued expenses and other current liabilities:

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

Other long-term liabilities:

Contingent earn-out consideration — — 0.7 0.7

Short-term debt, net

Convertible notes — 24.6 — 24.6

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

Long-term debt, net:

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March 31, 2026

Amortized Cost Gross Unrealized

Amortized Cost Gross

Gains Losses Fair Value

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March 31, 2025

Amortized Cost Gross Unrealized

Amortized Cost Gross

Gains Losses Fair Value

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March 31, 2026

Amortized Cost Fair Value

Short-term investments

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Forward contracts to purchase foreign currencies 140.3 97.0

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

For the fiscal years ended March 31, 2026, 2025, and 2024, we recorded a loss of $ 5.5 , a gain of $ 5.3 , and a gain of $ 5.3 , respectively, related to foreign currency forward contracts in Interest and other, net on our Consolidated Statements of Operations.

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

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Amortization and impairment, net of stock-based compensation $ 412.8 $ 333.8 $ 292.7

During the fiscal year ended March 31, 2026, $( 6.0 ) of the impairment charges were recorded within Business reorganization and were primarily due to the recovery of previously incurred costs related to the termination of development of two of our titles in connection with the 2024 Plan (our cost reduction program in Fiscal 2025).

The remaining $ 5.0 were recorded within Cost of revenue and primarily related to a decision not to proceed with further development of certain interactive entertainment software products.

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

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

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

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

The remaining $ 35.1 of the impairment charges related to our cost reduction program.

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

As a result of government grants earned on qualified production spend to date, our software development costs and licenses were reduced by $ 233.2 and $ 170.5 as of March 31, 2026 and 2025, respectively.

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Buildings 57.9 29.5

Land 46.9 35.6

Furniture and fixtures 43.5 43.4

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Balance at March 31, 2024 $ 4,426.4

Impairment ( 2,342.1 )

Gearbox acquisition 192.9

Additions from immaterial acquisitions 3.1

Currency translation adjustment ( 4.1 )

Balance at March 31, 2024 $ 4,426.4

Gearbox Acquisition 192.9

Impairment ( 3,545.2 )

Divestitures ( 15.8 )

Additions from immaterial acquisitions 3.1

Impairment ( 3,545.2 )

Balance at March 31, 2025 $ 1,057.3

Currency translation adjustment 8.4

Purchase price adjustments related to prior acquisitions ( 3.8 )

Balance at March 31, 2026 $ 1,061.9

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

There were no goodwill impairment charges for the fiscal year ended March 31, 2026.

As of March 31, 2026, our qualitative and quantitative assessments indicated that it is more likely than not that the fair value of our reporting units exceeds their carrying amounts.

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

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

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

Indefinite-lived intangibles

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

Other intangibles, net, as of March 31, 2026, included in-process research and development ("IPR&D") assets of $ 22.0 acquired as part of the Gearbox acquisition, which are indefinite-lived intangibles and therefore not subject to amortization until the related games are released or development is abandoned, which would result in an impairment.

During fiscal 2026, one IPR&D project with a fair value of $ 14.0 was completed upon the commercial release of the related game.

As a result, this asset was reclassified from an indefinite-lived intangible asset to a definite-lived intangible asset (Developed Game Technology) and is being amortized on a straight-line basis over its estimated useful life of 3 years.

Definite-lived intangibles

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

Amount Accumulated

Amortization Net Book

Amount Accumulated

Amortization Net Book

Value Weighted average useful life

Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Weighted average useful life

Developed Game Technology $ 3,579.2 $ ( 2,277.6 ) $ 1,301.6 $ 3,624.0 $ ( 1,781.6 ) $ 1,842.4 6 years

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Developer Relationships 57.0 ( 55.0 ) 2.0 57.0 ( 40.7 ) 16.3 5 years

Advertising Technology — — — 43.0 ( 26.6 ) 16.4 0 years

Customer Relationships — — — 31.0 ( 11.5 ) 19.5 0 years

Intellectual Property 94.8 ( 24.5 ) 70.3 94.8 ( 17.4 ) 77.4 14 years

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Amortization of intangible assets, including impairments, is included in our Consolidated Statements of Operations as follows:

Fiscal Year Ended March 31,

Fiscal Year Ended 1 Fiscal Year Ended March 31,

2026 2025 2024

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Research and development

28.7 28.7 28.7

Depreciation and amortization 32.0 75.5 35.7

Total amortization of intangible assets $ 725.7 $ 922.6 $ 1,418.9

During the fiscal year ended March 31, 2026, we recorded impairment charges of $ 24.1 for acquisition-related Developed Game Technology intangible assets within Cost of revenue as a result of a reduction in the forecasted performance of certain games due to changes in our strategies.

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

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

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

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

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

Fiscal Year Ended March 31, Amortization

Fiscal Year Ending March 31, Amortization

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of:

Accrued expenses and other current liabilities consisted of the following:

Software development royalties $ 359.3 $ 419.8

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Tax payable 36.1 41.5

Interest payable 39.2 29.4

Deferred acquisition payments 35.9 17.6

Refund liability 34.0 32.8

Sales tax liability 24.3 19.3

Professional fees 16.4 16.7

Settlement accrual 9.5 —

Deferred acquisition payments 31.3 35.9

Interest payable 29.2 39.2

Other 97.8 121.7

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2034 Notes 5.60 % June 12, 2034 300.0 305.3

2026 Convertible Notes 0.00 % December 15, 2026 28.5 28.5

Total $ 2,500.0 $ 2,490.8

Unamortized discount and issuance costs ( 15.9 )

Unamortized discount and issuance cost ( 12.0 )

Long-term debt, net $ 2,488.0

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2028 Notes 4.95 % March 28, 2028 800.0 808.5

2027 Notes 3.70 % April 14, 2027 600.0 576.5

2028 Notes 4.95 % March 28, 2028 800.0 797.8

2029 Notes 5.40 % June 12, 2029 300.0 308.3

2032 Notes 4.00 % April 14, 2032 500.0 468.6

2034 Notes 5.60 % June 12, 2034 300.0 308.9

2026 Convertible Notes 0.00 % December 15, 2026 28.5 28.5

Total $ 2,528.5 $ 2,513.6

Unamortized discount and issuance costs ( 17.6 )

Unamortized discount and issuance cost ( 15.9 )

Long-term debt, net $ 2,512.6

1 unchanged sentence

Annual Interest Rate Maturity Date March 31, 2026 Fair Value (Level 2)

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

2026 Notes 5.00 % March 28, 2026 550.0 552.7

2026 Convertible Notes 0.00 % December 15, 2026 30.0 30.0

Total $ 30.0 $ 30.0

Unamortized discount and issuance costs ( 1.5 )

Unamortized discount and issuance cost —

Short-term debt, net $ 30.0

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

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

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

2026 Notes 5.00 % March 28, 2026 550.0 552.7

Total $ 1,150.0 $ 1,152.6

Unamortized discount and issuance costs —

Unamortized discount and issuance cost ( 1.5 )

Short-term debt, net $ 1,148.5

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2034 Notes 16.8 13.4

2034 Notes 13.4 —

Term Loan — 1.5

Total $ 142.9 $ 156.9

The following table outlines the aggregate amount of maturities of our borrowings, as of March 31, 2026:

Fiscal Year Ended March 31, Maturities

Fiscal Year Ending March 31, Maturities

Thereafter 800.0

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

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

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

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").

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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 or 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.

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During the fiscal year ended March 31, 2026, we made interest payments of $ 153.0 .

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

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Retirement of Senior Notes

On March 28, 2026, we repaid our 2026 Notes with a principal amount of $ 550.0 , with proceeds from our May 2025 equity issuance.

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

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

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

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

Credit Agreement

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

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

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

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

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

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

3 (the "Amendment") to our credit agreement, dated as of May 23, 2022, (as amended, the "2022 Credit Agreement"), which increased the commitments to the unsecured five-year

revolving credit facility (the “Revolving Credit Facility”) from $ 750.0 to $ 1,000.0 , with sublimits for borrowings and letters of credit denominated in Pounds Sterling, Euros and Canadian Dollars in an aggregate face amount of up to $ 200.0 .

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

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 ( 6.75 % at March 31, 2026) or (b) 1.000 % to 1.625 % above Secured Overnight Financing Rate ("SOFR"), approximately 3.66 % at March 31, 2026, which rates are determined by the Company's credit rating.

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

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

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

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

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 fiscal year ended March 31, 2026 and 2025, we amortized $ 0.6 and $ 6.1 , respectively, of these debt issuance costs.

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Outstanding letters of credit 2.3 2.2

On June 22, 2022, we entered into an unsecured 364 -Day Term Loan Credit Agreement ("Term Loan").

The Term Loan provided for an unsecured 364 -day term loan credit facility in the aggregate principal amount of $ 350.0 , maturing on June 21, 2023.

We fully drew down on the Term Loan on June 22, 2022 at approximately 3.60 %.

The proceeds were used to finance a portion of the repurchase of the Convertible Notes (see below).

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

Convertible Notes

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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.

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.

As a result of our acquisition of Zynga, the right to convert each one thousand 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.

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

The effective date of the Fundamental Change, Make-Whole Fundamental Change and Share Exchange Event in respect of the Convertible Notes was May 23, 2022, and the related tender and conversion periods expired on June 22, 2022.

The effective date of the Fundamental Change, Make-Whole Fundamental Change and Share Exchange Event in respect of the Convertible Notes was May 23, 2022, and the related

tender and conversion periods expired on June 22, 2022.

As a result, each holder of Convertible Notes had the right to tender its Convertible Notes to the Company for cash or surrender its Convertible Notes for conversion into the Reference Property at the applicable conversion rate, in each case pursuant to the terms and procedures set forth in the applicable Indenture.

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

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

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

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

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

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

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

Convertible Notes.

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

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

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

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

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

We recorded $ 30.0 as the fair value of the remaining outstanding 2026 Convertible Notes, within Short-term

debt, net, in our Consolidated Balance Sheet.

During the fiscal year ended March 31, 2026 and 2025, we recognized a loss of $ 1.4 and loss of $ 2.3 , respectively, within Interest and other, net in our Consolidated Statements of Operations.

LOSS PER SHARE

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2026 2025 2024

Computation of Basic loss per share:

Computation of Basic and diluted loss per share

Net loss $ ( 298.2 ) $ ( 4,478.9 ) $ ( 3,744.2 )

Weighted average common shares outstanding—basic 183.9 175.1 170.1

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

Basic and diluted loss per share ( 1.62 ) ( 25.58 ) ( 22.01 )

We incurred a net loss for the fiscal year ended March 31, 2026, 2025, and 2024;

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For the fiscal year ended March 31, 2026, we had 1.6 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.

On May 22, 2025, we issued 5.5 shares of our common stock, at a price to the public of $ 225.00 per share, resulting in $ 1,192.8 of proceeds net of underwriting fees and expenses.

We intend to use the net proceeds from this offering for general corporate purposes, which may include the repayment of outstanding debt and future acquisitions.

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

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

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

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

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Short-term lease costs 1.6 3.8 4.9

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

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

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

This impairment loss is included in General and administrative expense within our Consolidated Statement of Operations and in the Operating lease costs in the table above.

The fair value of the San Francisco Office was estimated using a risk-adjusted, discounted cash flow model with Level 3 inputs.

The significant assumptions used in estimating the fair value included the projected sublease income over the remaining lease term, expected downtime prior to the commencement of future subleases, expected rent concessions offered to future tenants and discount rates that reflected the level of risk associated with these future cash flows.

There were no impairment charges during fiscal year ended March 31, 2026 related to our ROU assets.

During the fiscal year ended March 31, 2025, we recognized $ 3.9 of impairment charges for office closures related to the 2024 Plan.

There were no impairment charges during the fiscal year ended March 31, 2024 related to our ROU assets.

Fiscal Year Ended March 31,

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Future undiscounted lease payments for our operating lease liabilities, and a reconciliation of these payments to our operating lease liabilities at March 31, 2026, are as follows:

For the years ending March 31,

Fiscal Year Ending March 31,

Thereafter 146.6

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Total lease liabilities $ 440.3

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

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

As of March 31, 2026, we have entered into a facility lease that has not yet commenced with future lease payments of approximately $ 2.4 .

This lease is expected to commence within the next twelve months and will have lease term of 5 years.

COMMITMENTS AND CONTINGENCIES

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Fiscal Year Ending March 31, Software

and Licensing Marketing Purchase

Obligations Total

and Licensing Marketing Purchase Obligations Total

2027 $ 61.1 $ 30.4 $ 232.2 $ 323.7

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Loss before income taxes $ ( 197.8 ) $ ( 4,491.3 ) $ ( 3,702.8 )

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

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

Fiscal Year Ended March 31,

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Total deferred income taxes ( 77.7 ) ( 139.1 ) ( 101.5 )

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

Provision for (benefit from) income taxes $ 100.4 $ ( 12.4 ) $ 41.4

Beginning with fiscal year ended March 31, 2026, we adopted ASU 2023-09 prospectively (refer to Note 1 – Basis of Presentation and Significant Accounting Policies).

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

statutory federal income tax rate is as follows:

statutory federal income tax rate pursuant to the disclosure requirements of ASU 2023-09 for the fiscal year ended March 31, 2026 is as follows:

Fiscal Year Ended March 31, 2026

federal statutory rate $ ( 41.5 ) 21.0 %

State and local taxes, net of U.S.

federal benefit (1)

4.9 ( 2.5 ) %

Foreign tax effects (2)

Withholding taxes 62.6 ( 31.7 ) %

Nondeductible and other 10.6 ( 5.4 ) %

United Kingdom

Nondeductible and other (3)

11.2 ( 5.6 ) %

Foreign tax rate differential 9.3 ( 4.7 ) %

Nondeductible and other 7.1 ( 3.6 ) %

Other foreign jurisdictions 9.9 ( 5.0 ) %

Effect of cross-border tax laws (4)

( 30.4 ) 15.3 %

Research & development credits ( 45.1 ) 22.8 %

Changes in valuation allowances (5)

103.8 ( 52.5 ) %

Nontaxable or nondeductible items

Excess tax benefits from stock-based compensation ( 25.3 ) 12.8 %

Nondeductible compensation 7.0 ( 3.6 ) %

Nondeductible and other 2.4 ( 1.1 ) %

Changes in unrecognized tax benefits, including interest (6)

13.9 ( 7.0 ) %

Effective tax rate $ 100.4 ( 50.8 ) %

(1) California and Minnesota state taxes make up the majority (greater than 50%) of this category.

Changes in state valuation allowances as a result of a determination in the fiscal year ended March 31, 2026 that it was more likely than not that such deferred tax assets would not be realized, are reflected in this category.

(2) Foreign tax effects include the changes in our valuation allowance on deferred tax assets as a result of a determination in the fiscal year ended March 31, 2026 that it was more likely than not that such deferred tax assets would not be realized.

The changes are included in their respective international jurisdictions.

(3) Includes the impact of Pillar Two.

(4) Effect of cross-border tax laws are presented on a net basis, primarily related to Net Controlled Foreign Corporation Tested Income (NCTI), formally known as Global Intangible Low Taxed Income (GILTI) and foreign tax credits.

(5) The change in domestic valuation allowance includes an increase in our valuation allowance on deferred tax assets as a result of a determination in the fiscal year ended March 31, 2026 that it was more likely than not that such deferred tax assets would not be realized.

(6) Changes in unrecognized tax benefits are presented on an aggregated basis for all jurisdictions.

Fiscal Year Ended March 31,

federal statutory rate 21.0 % 21.0 %

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Tax credits (3)

1.2 % 1.7 % 5.7 %

Excess tax benefits from stock-based compensation 0.2 % ( 0.1 ) %

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Goodwill impairment ( 16.0 ) % ( 12.8 ) %

0.1 % ( 0.4 ) % ( 1.6 ) %

Other 0.1 % ( 0.4 ) %

Effective tax rate 0.3 % ( 1.1 ) %

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

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

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

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

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

The effects of temporary differences that gave rise to our deferred tax assets and liabilities were as follows:

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Tax credit carryforward 339.3 232.5

Net operating loss carryforward 199.8 104.1

Equity-based compensation 146.0 158.3

Tax basis step up related to TRAF 131.4 131.1

Net operating loss carryforward 104.1 63.2

Operating lease liabilities 108.3 100.2

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Right-of-use assets ( 89.3 ) ( 76.3 )

Deferred revenue — ( 5.0 )

Withholding taxes ( 77.6 ) ( 15.0 )

Total deferred tax liabilities ( 374.7 ) ( 429.4 )

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$ ( 182.2 ) $ ( 259.5 )

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

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

(1) As of March 31, 2026 and 2025, $ 0.1 and $ 0.1 are included in Deferred tax assets, included within Other assets, respectively, on our Consolidated Balance Sheets.

As of March 31, 2026 and 2025, $ 182.3 and $ 259.6 are included in Deferred tax liabilities, net, respectively, on our Consolidated Balance Sheets.

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

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In addition, we had foreign net operating loss carryforwards of $ 356.4 , of which $ 272.8 will expire from 2027 to 2033, $ 14.6 will expire from 2042 to 2044 and the remainder may be carried forward indefinitely.

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

At March 31, 2026, we had domestic tax credit carryforwards totaling $ 514.8 , of which $ 159.1 expire from 2039 to 2046, and the remainder may be carried forward indefinitely.

In addition, we had international tax credits of $ 17.2 which will expire from 2034 to 2043.

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

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

As of March 31, 2026, it is our intention to reinvest indefinitely undistributed earnings of certain foreign subsidiaries.

Accordingly, no provision has been made for foreign withholding taxes or U.S.

income taxes which may become payable if undistributed earnings of foreign subsidiaries are repatriated.

income taxes which may become payable if undistributed earnings of such certain foreign subsidiaries are repatriated.

It is not practicable to estimate the tax liability that would arise if these earnings were remitted.

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

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

For the fiscal years ended March 31, 2026, 2025, and 2024, we recognized an increase

of interest and penalties of $ 7.2 , $ 14.8 , and $ 13.5 , respectively.

The gross amount of interest and penalties accrued as of March 31, 2026 and 2025 was $ 55.6 and $ 48.4 , respectively.

As of March 31, 2026, we had gross unrecognized tax benefits, including interest and penalties, of $ 274.5 , of which $ 110.6 would affect our effective tax rate if realized.

For the fiscal year ended March 31, 2025, gross unrecognized tax benefits decreased by $ 9.3 .

For the fiscal year ended March 31, 2026, gross unrecognized tax benefits increased by $ 7.4 .

We are no longer subject to audit for U.S.

federal income tax returns for periods prior to our fiscal year ended March 31, 2022 and state income tax returns for periods prior to the fiscal year ended March 31, 2020.

With few exceptions, we are no longer subject to income tax examinations in non-U.S.

federal income tax returns for periods prior to our fiscal year ended March 31, 2022, and with a few exceptions, and state income tax returns for periods prior to the fiscal year ended March 31, 2021.

We are no longer subject to income tax examinations in non-U.S.

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

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

Although potential resolution of uncertain tax positions involve multiple tax periods and jurisdictions, it is reasonably possible that a reduction of $ 7.4 of unrecognized tax benefits may occur within the next 12 months, some of which, depending on the nature of the settlement or expiration of statutes of limitations, may affect our income tax provision and therefore benefit the resulting effective tax rate.

The actual amount could vary significantly depending on the ultimate timing and nature of any settlements.

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Balance, end of period $ 218.8 $ 218.6 $ 242.8

(1) For the fiscal year ended March 31, 2023, the increase in prior year tax positions of $ 109.7 related to purchase accounting for the Zynga acquisition.

We believe that we have provided for any reasonably foreseeable outcomes related to our tax audits and that any settlement will not have a material adverse effect on our consolidated financial statements.

However, there can be no assurances as to the possible outcomes.

Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the fiscal year ended March 31, 2026 were as follows:

Fiscal Year Ended March 31, 2026

state and local 0.7

United Kingdom 19.3

Total $ 149.4

STOCK-BASED COMPENSATION

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

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

Subject to the provisions of the plans, the Board, or any Committee appointed

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

Stock-Based Compensation Expense

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Selling and marketing 95.3 92.4 95.3

General and administrative 123.2 111.5 115.5

Research and development

88.9 99.0 104.4

General and administrative

149.0 123.2 111.5

Stock-based compensation expense before income taxes 305.3 324.0 335.6

Provision for (benefit from) income taxes ( 6.5 ) ( 12.2 ) ( 45.8 )

(Benefit from) provision for for income taxes 2.8 ( 6.5 ) ( 12.2 )

Stock-based compensation expense, net of income tax benefit 308.1 317.5 323.4

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For the fiscal years ended March 31, 2026, 2025, and 2024, the total fair values of restricted stock units that vested were $ 574.2 , $ 526.6 , and $ 309.3 , respectively.

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

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

The portion of the fair value related to pre-combination services of $ 151.7 was included in the purchase price, and $ 28.6 was recognized as day-one post-combination expense for acceleration of awards, while the remaining fair value will be recognized over the remaining service periods.

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

Restricted Stock Units

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

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

Time-based restricted stock units granted pursuant to the 2022 Management Agreement in fiscal year 2026 will vest on June 1, 2026, June 1, 2027, and June 1, 2028, and those granted in fiscal year 2025 partially vested on June 1, 2025 and will

also vest in part on June 1, 2026, and June 1, 2027.

Time-based restricted stock units granted in fiscal year 2024, partially vested on June 1, 2024, and June 1, 2025, and will also vest on June 1, 2026.

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The following table summarizes the activity in non-vested restricted stock units to employees and ZMC under our stock-based compensation plans with time-based restricted stock awards presented at 100% of target number of shares that may potentially vest:

(in millions) Weighted

Shares (in millions) Weighted Average Fair Value on Grant Date

Non-vested restricted stock units at March 31, 2025 3.7 $ 144.18

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2026 2025 2024

Market-Based Non-Employee

Market-Based Employee

Market-Based Non-Employee

Market-Based Employee

Market-Based Non-Employee

Employee Market- Based Non- Employee Market-Based Employee Market- Based Non- Employee Market-Based Employee Market- Based Non- Employee Market-Based

Risk- free interest rate 3.8 % 3.9 % 4.7 % 4.6 % 4.0 % 4.0 %

4.0 % 4.0 % 2.6 % - 2.8 %

2.4 % - 2.8 %

Expected stock price volatility 31.0 % 31.0 % 34.1 % 34.1 % 36.6 % 36.6 %

36.6 % 36.6 % 35.9 % - 37.6 %

34.2 % - 37.6 %

Expected service period (years) 2.8 2.8 2.8 2.8 2.8 2.8

2.8 2.8 1.8 - 2.8

Dividends None None None None None None

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The following table summarizes the activity in non-vested restricted stock units to employees and ZMC under our stock-based compensation plans with market-based restricted stock awards presented at 100% of target number of shares that may potentially vest:

(in millions) Weighted

Shares (in millions) Weighted Average Fair Value on Grant Date

Non-vested restricted stock units at March 31, 2025 1.2 $ 194.30

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The following table summarizes the activity in non-vested restricted stock units to employees and ZMC under our stock-based compensation plans with performance restricted stock awards presented at 100% of target number of shares that may potentially vest:

(in millions) Weighted

Shares (in millions) Weighted Average Fair Value on Grant Date

Non-vested restricted stock units at March 31, 2025 3.9 $ 115.40

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Non-vested restricted stock units at March 31, 2026 4.1 ) $ 125.05

Fair Value of Stock Options

All Converted Options generally vest over four to five years , with 20 % to 25 % vesting after one year and the remainder vesting monthly thereafter over 26 to 48 months, respectively.

The stock options have a contract term of 10 years and the related expense is determined using the Black-Scholes option pricing model on the date of grant.

The following table shows stock option activity for the fiscal year ended March 31, 2025:

(in millions) Weighted

Grant Date Aggregate Intrinsic Value of Stock Options Outstanding Weighted Average Contractual Term (In Years)

Balance as of March 31, 2024

0.6 $ 50.50 $ 61.85 3.45

Vested ( 0.6 ) 50.03

Forfeited — 44.33

Balance as of March 31, 2025

— $ 33.62 $ 0.04 4.69

As of March 31, 2025

Exercisable options — $ 33.62 $ 0.04 4.69

Vested and expected to vest — $ — $ — 0

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

For the fiscal year ended March 31, 2025, the amount of cash received from exercise of stock options was $ 31.3 .

The total fair value of options that vested during the fiscal year ended March 31, 2025 was $ 31.3 .

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

Employee Stock Purchase Plans

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The maximum aggregate number of shares of common stock that may be issued under the plan is 9.0 , and as of March 31, 2026, there were approximately 7.2 shares available for issuance.

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

The ESPP is administered by the Compensation Committee of the Board and allows for eligible employees an option to purchase shares of our common stock, which the

employee may or may not exercise during an offering period.

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

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Risk-free interest rate 3.8 - 4.2 %

5.14 - 5.51 %

Expected stock price volatility 24.9 - 34.5 %

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Interest expense ( 151.4 ) ( 167.3 ) ( 140.6 )

Foreign currency exchange gain (loss) ( 22.6 ) ( 28.6 ) ( 31.8 )

Foreign currency exchange loss ( 17.4 ) ( 22.6 ) ( 28.6 )

Other ( 9.9 ) ( 8.9 ) ( 5.3 )

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The following table provides the components of Accumulated other comprehensive loss:

Foreign currency

adjustments Unrealized

(loss) gain on

available-for-

securities Total

Balance at March 31, 2024 $ ( 105.0 ) $ ( 0.1 ) $ ( 105.1 )

Other comprehensive income (loss) before reclassifications 6.7 1.5 8.2

Other comprehensive loss before reclassifications 8.2 — 8.2

Balance at March 31, 2025 $ ( 96.8 ) $ ( 0.1 ) $ ( 96.9 )

Other comprehensive income (loss) before reclassifications 8.2 — 8.2

Other comprehensive loss before reclassifications 29.6 — 29.6

Balance at March 31, 2026 $ ( 67.2 ) $ ( 0.1 ) $ ( 67.3 )

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

Balance Additions Deductions Ending

Beginning balance Additions Deductions Ending balance

Fiscal Year Ended March 31, 2026

Valuation allowance for deferred income taxes $ 1,127.0 229.4 ( 94.1 ) $ 1,262.3

Fiscal Year Ended March 31, 2024

Fiscal Year Ended March 31, 2025 Fiscal Year Ended

Valuation allowance for deferred income taxes $ 799.1 330.5 ( 2.6 ) $ 1,127.0

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Valuation allowance for deferred income taxes $ 338.2 488.0 ( 27.1 ) $ 799.1

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

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

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

Fair value of purchase consideration

Common stock ( 2.8 shares)

Deferred payment 1.0

Settlement of pre-existing relationship ( 14.6 )

Transaction bonus ( 24.6 )

Total $ 410.4

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.

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

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

ASSET ACQUISITIONS

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 Consolidated Balance Sheets, acquired:

March 31, 2026

Fair Value Weighted average useful life

Cash acquired $ 9.5 N/A

Other tangible assets 159.7 N/A

Other liabilities assumed ( 155.7 ) 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 192.9 N/A

Total $ 410.4

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.

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

Fiscal year ended March 31, 2025

Net revenue $ 23.8

Net loss ( 98.4 )

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

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

BUSINESS REORGANIZATION

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

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

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

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

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

Fiscal Year Ended March 31,

Employee-related costs $ 51.5 $ 3.2

Title cancellations (1)

Loss on divestitures 11.4 —

Impairment loss of ROU asset (office closures) 3.9 —

Other 4.6 1.9

Total business reorganization expenses $ 106.5 $ 93.3

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

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

Building $ 27.8 30 years

Land 10.3 N/A

SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

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Our operations involve similar products and customers worldwide.

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

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

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

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

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

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

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

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

The CODM does not review segment assets at a level other than that presented on the Consolidated Balance Sheet.

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

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Fixed assets, net $ 445.4 $ 443.8

SUBSEQUENT EVENTS

Retirement of Senior Notes

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

Amendment to 2022 Credit Agreement

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

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

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

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

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

Accounts receivable sale program

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

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

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

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures