What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-02-04 · 120 added, 246 removed, 420 unchanged (47% of the section changed)

3 unchanged sentences

(in millions, except per share amounts)

December 31, 2025 March 31, 2025

June 30, 2026 March 31, 2026

Current assets:

2 unchanged sentences

Restricted cash and cash equivalents 14.0 13.2

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

Accounts receivable, net of allowances of $ 0.8 and $ 0.9 at June 30, 2026 and March 31, 2026, respectively

Software development costs and licenses 36.0 68.8

28 unchanged sentences

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

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

no shares issued and outstanding at June 30, 2026 and March 31, 2026

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

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

210.7 and 209.1 shares issued and 187.0 and 185.4 outstanding at June 30, 2026 and March 31, 2026, respectively

Additional paid-in capital 12,095.8 11,953.7

Treasury stock, at cost;

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

23.7 and 23.7 common shares at June 30, 2026 and March 31, 2026, respectively

( 1,020.6 ) ( 1,020.6 )

7 unchanged sentences

(in millions, except per share amounts)

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

2025 2024 2025 2024

Three Months Ended June 30,

Game $ 1,422.8 $ 1,382.5

7 unchanged sentences

Depreciation and amortization 48.2 50.4

Business reorganization 0.6 23.1 ( 3.5 ) 89.4

Total operating expenses 918.0 923.4

Loss from operations ( 38.7 ) ( 132.1 ) ( 115.1 ) ( 614.2 )

(Loss) income from operations ( 35.5 ) 21.6

Interest and other, net:

Interest income 22.8 16.5

Interest expense ( 30.4 ) ( 38.9 )

Other income/(expense), net ( 6.2 ) ( 13.0 )

Interest and other, net ( 13.8 ) ( 35.4 )

Loss before income taxes ( 49.3 ) ( 13.8 )

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

Benefit from income taxes ( 15.2 ) ( 1.9 )

Net loss $ ( 34.1 ) $ ( 11.9 )

3 unchanged sentences

TAKE-TWO INTERACTIVE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

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

(in millions)

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

2025 2024 2025 2024

Three Months Ended June 30,

Net loss $ ( 34.1 ) $ ( 11.9 )

Other comprehensive income (loss)

Other comprehensive (loss) income

Foreign currency translation adjustment ( 10.5 ) 82.9

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

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

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

Other comprehensive (loss) income ( 10.5 ) 82.9

Comprehensive (loss) income $ ( 44.6 ) $ 71.0

See accompanying Notes.

2 unchanged sentences

(in millions)

Nine Months Ended December 31,

Three Months Ended June 30,

Operating activities:

Net loss $ ( 34.1 ) $ ( 11.9 )

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

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization and impairment of software development costs and licenses 107.5 46.1

5 unchanged sentences

Other, net 6.7 16.9

Changes in assets and liabilities, net of effect from purchases of businesses:

Changes in assets and liabilities:

Accounts receivable 130.0 114.8

Software development costs and licenses ( 173.0 ) ( 164.6 )

Prepaid expenses and other current and other non-current assets ( 65.9 ) 30.1

Prepaid expenses, other current and other non-current assets ( 104.6 ) ( 43.5 )

Deferred revenue ( 174.9 ) ( 72.3 )

Accounts payable, accrued expenses and other liabilities ( 265.9 ) ( 239.8 )

Net cash provided by (used in) operating activities 388.9 ( 324.2 )

Net cash used in operating activities ( 168.8 ) ( 44.7 )

Investing activities:

1 unchanged sentence

Purchases of fixed assets ( 25.0 ) ( 25.1 )

Divestitures — 36.0

Purchases of long-term investments ( 4.9 ) ( 6.6 )

Business acquisitions ( 2.0 ) 9.4

Asset acquisitions ( 15.8 ) ( 4.4 )

Proceeds from sale of marketable securities 11.2 —

Net cash used in investing activities ( 52.4 ) ( 36.8 )

2 unchanged sentences

Issuance of common stock 31.8 1,219.6

Payment for settlement of convertible notes — ( 8.3 )

Proceeds from issuance of debt — 598.9

Cost of debt — ( 5.4 )

Repayment of debt — ( 600.0 )

Payment of contingent earn-out consideration — ( 12.0 )

Net cash provided by financing activities 30.5 618.3

10 unchanged sentences

(in millions)

Three Months Ended December 31, 2025

Three Months Ended June 30, 2026

Common Stock Additional

1 unchanged sentence

Earnings/(Accumulated Deficit) Accumulated

Comprehensive Loss Total Stockholder's Equity

Comprehensive Loss Total Stockholders' Equity

Shares Amount Shares Amount

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

Balance, March 31, 2026 209.1 $ 2.1 $ 11,953.7 ( 23.7 ) $ ( 1,020.6 ) $ ( 7,357.0 ) $ ( 67.3 ) $ 3,510.9

Net loss — — — — — ( 34.1 ) — ( 34.1 )

5 unchanged sentences

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

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

Three Months Ended December 31, 2024

Common Stock Additional

Capital Treasury Stock Retained

Earnings/Accumulated Deficit) Accumulated

Comprehensive

Loss Total Stockholder's Equity

Shares Amount Shares Amount

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

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

Change in cumulative foreign currency translation adjustment — — — — — — ( 104.3 ) ( 104.3 )

Stock-based compensation — — 101.5 — — — — 101.5

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

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

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

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

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

See accompanying Notes.

Nine Months Ended December 31, 2025

Balance, June 30, 2026 210.7 $ 2.1 $ 12,095.8 ( 23.7 ) $ ( 1,020.6 ) $ ( 7,391.1 ) $ ( 77.8 ) $ 3,608.4

Three Months Ended June 30, 2025

Common Stock Additional

2 unchanged sentences

Comprehensive

Stockholders'

Loss Total Stockholders' Equity

Shares Amount Shares Amount

4 unchanged sentences

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

Employee share purchase plan settlement 0.3 — 54.2 — — — — 54.2

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

Net share settlement of restricted stock awards — — ( 1.3 ) — — — — ( 1.3 )

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

Nine Months Ended December 31, 2024

Common Stock Additional

Capital Treasury Stock Retained

Earnings/(Accumulated Deficit) Accumulated

Comprehensive

Stockholders'

Shares Amount Shares Amount

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

Net loss — — — — — ( 752.7 ) — ( 752.7 )

Change in cumulative foreign currency translation adjustment — — — — — — ( 38.1 ) ( 38.1 )

Stock-based compensation — — 305.0 — — — — 305.0

Issuance of restricted stock, net of forfeitures and cancellations 2.0 — — — — — — —

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

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

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

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

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

Other changes, net — — ( 0.4 ) — — — — ( 0.4 )

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

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

See accompanying Notes.

7 unchanged sentences

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

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

Our products are currently designed for console gaming systems, mobile, including smartphones and tablets, and personal computer ("PC").

We deliver our products through physical retail, digital download, online platforms, and cloud streaming services.

14 unchanged sentences

Government Grants

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

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 .

18 unchanged sentences

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

Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S.

and foreign jurisdictions.

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.

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

REVENUE FROM CONTRACTS WITH CUSTOMERS

6 unchanged sentences

Net revenue by timing of recognition was as follows:

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

2025 2024 2025 2024

Three Months Ended June 30,

Net revenue recognized:

5 unchanged sentences

Net revenue by content was as follows:

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

2025 2024 2025 2024

Net revenue recognized:

Three Months Ended June 30,

Net revenue by content:

Recurrent consumer spending $ 1,289.8 $ 1,256.1

2 unchanged sentences

Net revenue by platform was as follows:

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

2025 2024 2025 2024

Net revenue recognized:

Three Months Ended June 30,

Net revenue by platform:

Mobile $ 762.3 $ 801.7

5 unchanged sentences

Net revenue by distribution channel was as follows:

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

2025 2024 2025 2024

Net revenue recognized:

Three Months Ended June 30,

Net revenue by distribution channel:

Digital online $ 1,507.3 $ 1,476.6

3 unchanged sentences

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

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

For the nine months ended December 31, 2025, the additions to our deferred revenue balance were primarily due to cash payments received or due in advance of satisfying our performance obligations, while the reductions to our deferred revenue balance were primarily due to the recognition of revenue upon fulfillment of our performance obligations, both of which were in the ordinary course of business.

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

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

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

The balance of deferred revenue, including current and non-current balances as of June 30, 2026 and March 31, 2026 were $ 1,014.5 and $ 1,189.6 , respectively.

For the three months ended June 30, 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 three months ended June 30, 2026 and 2025, $ 615.7 and $ 533.2 , of revenue was recognized, respectively, that was included in the deferred revenue balance at the beginning of each respective period.

As of June 30, 2026, the aggregate amount of contract revenue allocated to unsatisfied performance obligations is $ 1,271.2 , which includes our deferred revenue balances and amounts to be invoiced and recognized as revenue in future periods.

We expect to recognize approximately $ 1,061.6 of this balance as revenue over the next 12 months, and the remainder thereafter.

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

As of December 31, 2025 and March 31, 2025, our contract asset balances were $ 87.3 and $ 80.8 , respectively.

As of June 30, 2026 and March 31, 2026, our contract asset balances were $ 69.7 and $ 89.7 , respectively.

Accounts Receivable sale program

3 unchanged sentences

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 Statement of Cash Flows.

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

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 three months ended June 30, 2026.

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

5 unchanged sentences

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

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

We recorded stock-based compensation expense for restricted stock units granted to ZMC, which is also included in General and administrative expenses, of $ 16.2 and $ 14.7 during the three months ended December 31, 2025 and 2024, respectively, and $ 47.2 and $ 41.8 during the nine months ended December 31, 2025 and 2024, respectively.

In consideration for ZMC's services, we recorded consulting expense within General and administrative expenses on our Condensed Consolidated Statements of Operations of $ 2.5 and $ 2.6 during the three months ended June 30, 2026 and 2025, respectively.

We recorded stock-based compensation expense for restricted stock units granted to ZMC, which is also included in General and administrative expenses, of $ 15.9 and $ 14.7 during the three months ended June 30, 2026 and 2025, respectively.

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

Nine Months Ended December 31,

Three Months Ended June 30,

Time-based 65 74

12 unchanged sentences

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

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

During the nine months ended December 31, 2025, 0.5 restricted stock units previously granted to ZMC vested, and 0.0 restricted stock units were forfeited by ZMC.

The unvested portions of time-based, market-based and performance-based restricted stock units held by ZMC were 1.1 and 1.3 as of June 30, 2026 and March 31, 2026, respectively.

During the three months ended June 30, 2026, 0.4 restricted stock units previously granted to ZMC vested, and 0.1 restricted stock units were forfeited by ZMC.

FAIR VALUE MEASUREMENTS

8 unchanged sentences

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

December 31, 2025

June 30, 2026

Quoted prices

14 unchanged sentences

Private equity — — 26.5 26.5

Equity securities 9.1 — — 9.1

Total financial assets $ 1,525.9 $ — $ 26.5 $ 1,552.4

Accrued expenses and other current liabilities:

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

Short-term debt, net:

2 unchanged sentences

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:

6 unchanged sentences

Bank-time deposits 1.2 — — 1.2

Prepaid expenses and other:

Foreign currency forward contracts — 0.2 — 0.2

Restricted cash and cash equivalents, long term:

4 unchanged sentences

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

Accrued expenses and other current liabilities:

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

Long-term debt, net:

Short-term debt, net:

Convertible notes $ — $ 30.0 $ — $ 30.0

Total financial liabilities $ — $ 30.0 $ — $ 30.0

We did not have any transfers between Level 1 and Level 2 fair value measurements, nor did we have any transfers into or out of Level 3 during the nine months ended December 31, 2025.

We did not have any transfers between Level 1 and Level 2 fair value measurements, nor did we have any transfers into or out of Level 3 during the three months ended June 30, 2026.

Nonrecurring fair value measurements

3 unchanged sentences

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

At December 31, 2025, and March 31, 2025, we held $ 18.0 and $ 8.0 , respectively, of such investments in Other assets within our Condensed Consolidated Balance Sheet.

At June 30, 2026, and March 31, 2026, we held $ 18.5 and $ 18.5 , respectively, of such investments in Other assets within our Condensed Consolidated Balance Sheet.

SHORT-TERM INVESTMENTS

Our Short-term investments consisted of the following:

December 31, 2025

June 30, 2026

Amortized Cost Gains Losses Fair Value

7 unchanged sentences

Total Short-term investments $ 443.8 $ — $ — $ 443.8

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

December 31, 2025

The following table summarizes the contracted maturities of our short-term investments at June 30, 2026:

June 30, 2026

Short-term investments

8 unchanged sentences

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

December 31, 2025 March 31, 2025

June 30, 2026 March 31, 2026

Forward contracts to sell foreign currencies $ 338.0 $ 349.2

Forward contracts to purchase foreign currencies 87.8 140.3

For the three months ended December 31, 2025 and 2024, we recorded a gain of $ 0.8 and a gain of $ 9.5 , respectively, and for the nine months ended December 31, 2025 and 2024, we recorded a loss of $ 12.2 and a gain of $ 9.7 , respectively, related to foreign currency forward contracts in Interest and other, net on our Condensed Consolidated Statements of Operations.

For the three months ended June 30, 2026 and 2025, we recorded a gain of $ 5.8 and a loss of $ 12.4 , respectively, related to foreign currency forward contracts in Interest and other, net on our Condensed Consolidated Statements of Operations.

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

2 unchanged sentences

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

December 31, 2025 March 31, 2025

June 30, 2026 March 31, 2026

Current Non-current Current Non-current

3 unchanged sentences

Software development costs and licenses $ 36.0 $ 2,395.0 $ 68.8 $ 2,277.5

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

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

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

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

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

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

During the three months ended June 30, 2026, $ 43.4 of impairment charges were recorded within Cost of revenue and were primarily related to a decision not to proceed with further development of certain interactive entertainment software products.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

December 31, 2025 March 31, 2025

Compensation and benefits $ 348.0 $ 268.3

June 30, 2026 March 31, 2026

Software development royalties $ 347.1 $ 359.3

Compensation and benefits 231.1 371.5

Licenses 104.3 100.1

Marketing and promotions 63.1 58.5

Tax payable 39.8 36.1

Refund liability 22.4 34.0

1 unchanged sentence

Interest payable 20.3 29.2

Tax payable 43.2 41.5

Other 86.0 97.8

1 unchanged sentence

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

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

2027 Notes 3.70 % April 14, 2027 600.0 598.0

Annual Interest Rate Maturity Date June 30, 2026 Fair Value (Level 2)

2028 Notes 4.95 % March 28, 2028 800.0 804.1

3 unchanged sentences

Total $ 1,900.0 $ 1,893.9

Unamortized discount and issuance costs ( 13.0 )

Unamortized discount and issuance cost ( 10.2 )

Long-term debt, net $ 1,889.8

5 unchanged sentences

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

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

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

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

Annual Interest Rate Maturity Date June 30, 2026 Fair Value (Level 2)

2027 Notes 3.70 % April 14, 2027 $ 600.0 $ 597.0

2026 Convertible Notes 0.00 % December 15, 2026 30.7 30.7

Total $ 630.7 $ 627.7

Unamortized discount and issuance costs ( 0.4 )

Unamortized discount and issuance cost ( 0.8 )

Short-term debt, net $ 629.9

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 — % 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

The interest expense as it relates to our debt is recorded within Interest and other, net in our Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2025 and 2024, respectively, and was as follows:

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

2025 2024 2025 2024

The interest expense as it relates to our debt is recorded within Interest and other, net in our Condensed Consolidated Statements of Operations for the three months ended June 30, 2026 and 2025, respectively, and was as follows:

Three Months Ended June 30,

2025 Notes — 0.8

6 unchanged sentences

Total $ 28.8 $ 36.5

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

The following table outlines the aggregate amount of maturities of our borrowings, as of June 30, 2026:

Fiscal Year Ending March 31, Maturities

4 unchanged sentences

Total face value $ 2,530.7

On June 12, 2024, we completed our offering and sale of $ 600.0 aggregate principal amount of our senior notes, consisting of $ 300.0 principal amount of our 5.400 % Senior Notes due 2029 (the "2029 Notes") and $ 300.0 principal amount of our 5.600 % Senior Notes due 2034 (the "2034 Notes").

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 Notes and 2034 Notes.

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

On January 8, 2024, we completed our add-on offering and sale of $ 350.0 aggregate principal amount of our senior notes, consisting of $ 50.0 principal amount of additional 2026 Notes and $ 300.0 principal amount of additional 2028 Notes (the "Add-On Offering Notes").

On April 14, 2022, we completed our offering and sale of $ 2,700.0 aggregate principal amount of our senior notes, consisting of $ 1,000.0 principal amount of our 3.300 % Senior Notes due 2024 (the “2024 Notes”), $ 600.0 principal amount of our 3.550 % Senior Notes due 2025 (the “2025 Notes”), $ 600.0 principal amount of our 3.700 % Senior Notes due 2027 (the “2027 Notes”), and $ 500.0 principal amount of our 4.000 % Senior Notes due 2032 (the “2032 Notes” and together with the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes, 2029 Notes, and 2034 Notes, the "Senior Notes").

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.

For a complete description of the terms, conditions, and covenants governing our Senior Notes, Credit Agreement and Convertible Notes, refer to Note 11 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

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

We will pay interest on the 2026 Notes and 2028 Notes semi-annually on March 28 and September 28 of each year, commencing September 28, 2023.

We will pay interest on each of the 2025 Notes, 2027 Notes, and 2032 Notes semi-annually on April 14 and October 14 of each year, commencing October 14, 2022.

We will pay interest on each of the 2029 Notes and 2034 Notes semi-annually on June 12 and December 12 of each year, commencing on December 12, 2024.

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

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

We may redeem each series of the Senior Notes at any time in whole or from time to time in part at the applicable redemption prices set forth in each Supplemental Indenture.

Upon the occurrence of a Change of Control Repurchase Event (as defined in each of the Supplemental Indentures) with respect to a series of the Senior Notes, each holder of the Senior Notes of such series will have the right to require the Company to purchase that holder’s Notes of such series at a price equal to 101 % of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase, unless the Company has exercised its option to redeem all the Senior Notes.

In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Senior Notes will become due and payable immediately.

If any other event of default specified in the Indenture occurs and is continuing with respect to any series of the Senior Notes, the Trustee or the holders of at least 25 % in aggregate principal amount of that series of the outstanding Notes may declare the principal of such series of Senior Notes immediately due and payable.

The Indenture contains certain limitations on the ability of the Company and its subsidiaries to grant liens without equally securing the Senior Notes, or to enter into certain sale and lease-back transactions.

These covenants are subject to a number of important exceptions and limitations, as further provided in the Indenture.

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

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

Retirement of Senior Notes

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

Interest is payable semi-annually.

During the three months ended June 30, 2026, we made interest payments of $ 37.6 .

During the three months ended June 30, 2026 and 2025, we recognized $ 0.9 and $ 1.3 , respectively, of amortization of debt issuance costs and $ 0.1 and $ 0.1 , respectively, of amortization of the original issuance discount, within Interest and other, net.

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 our June 2024 note offering.

Credit Agreement

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 December 31, 2025) or (b) 1.000 % to 1.625 % above Secured Overnight Financing Rate ("SOFR"), approximately 3.69 % at December 31, 2025, which rates are determined by the Company's credit rating.

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

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).

Upon execution of the 2022 Credit Agreement, we incurred $ 4.9 of debt issuance costs that were capitalized within Other assets on our Consolidated Balance Sheet and will be amortized on a straight-line basis over the term of the 2022 Credit Agreement, with the expense recorded within Interest and other, net in our Consolidated Statements of Operations.

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

As of December 31, 2025, there were no borrowings under the 2022 Credit Agreement, and we had approximately $ 997.8 available for additional borrowings.

Our credit agreement dated as of May 23, 2022, (as amended on May 19, 2025, the "2022 Credit Agreement"), provides a $ 1,000.0 unsecured five-year revolving credit facility that matures on May 19, 2030, subject to certain extension options.

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 June 30, 2026) or (b) 1.000 % to 1.625 % above Secured Overnight Financing Rate ("SOFR"), approximately 3.65 % at June 30, 2026, which rates are determined by the Company's credit rating.

As of June 30, 2026, there were no borrowings under the 2022 Credit Agreement, and we had approximately $ 997.5 available for additional borrowings.

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

December 31, 2025 March 31, 2025

June 30, 2026 March 31, 2026

Available borrowings $ 997.5 $ 997.7

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Convertible Notes

In conjunction with the acquisition of Zynga on May 23, 2022, we entered into (a) the First Supplemental Indenture (the “2024 Supplemental Indenture”) to the Indenture, dated as of June 14, 2019 (the “2024 Indenture”), between Zynga and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, National Association) (the “Convertible Notes Trustee”), relating to Zynga’s 0.25 % Convertible Senior Notes due 2024 (the “2024 Convertible Notes”), and (b) the First Supplemental Indenture (the “2026 Supplemental Indenture” and, together with the 2024 Supplemental Indenture, the “Supplemental Indentures”) to the Indenture, dated as of December 17, 2020 (the “2026 Indenture” and, together with the 2024 Indenture, the “Indentures”), between Zynga and the Convertible Notes Trustee, relating to Zynga’s 0.00 % Convertible Senior Notes due 2026 (the “2026 Convertible Notes” and, together with the 2024 Convertible Notes, the “Convertible Notes”).

As of the closing date of the acquisition, approximately $ 690.0 aggregate principal amount of the 2024 Convertible Notes was outstanding and approximately $ 874.5 aggregate principal amount of the 2026 Convertible Notes was outstanding.

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.

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.

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.

As of the expiration of the Fundamental Change, Make-Whole Fundamental Change, and Share Exchange Event, (a) $ 0.3 aggregate principal amount of the 2024 Convertible Notes and (b) $ 845.1 aggregate principal amount of the 2026 Convertible Notes were tendered for cash.

In addition, (a) $ 668.3 aggregate principal amount of the 2024 Convertible Notes, and (b) no 2026 Convertible Notes were surrendered for conversion into the applicable Reference Property.

In total, we paid $ 321.6 for the tendered or converted 2024 Convertible Notes, including interest, and $ 845.1 for the tendered 2026 Convertible Notes in cash, and we issued 3.7 shares of our common stock upon the conversion of the 2024 Convertible Notes.

After settlement of all Convertible Notes tendered or surrendered for conversion, and after giving effect to the maturity of the 2024 Convertible Notes described below, no 2024 Convertible Notes remained outstanding and $ 29.4 aggregate principal amount of the 2026 Convertible Notes remained outstanding at December 31, 2025.

The 2026 Convertible Notes constitute senior unsecured indebtedness of Zynga, ranking pari passu with all of our other existing and future senior unsecured unsubordinated obligations of Zynga.

As a result, the 2026 Convertible Notes are structurally senior to the indebtedness of the Company as to Zynga, its subsidiaries, and their respective assets.

As noted above, the Company also guaranteed the payment and other obligations of Zynga under the Convertible Notes.

The Company's guarantees of the 2026 Convertible Notes are the Company's senior unsecured obligations and rank equally with all of the Company's other existing and future senior unsecured unsubordinated obligations.

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, 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;

• 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

• upon the occurrence of specified corporate events described in the respective Indentures.

Upon any conversion, holders will receive either cash or a combination of cash and shares of Take-Two common stock, at our election.

As of December 31, 2025, the conditions allowing holders of the 2026 Convertible Notes to convert their series of the Convertible Notes have not been met, and, therefore, they are not yet convertible.

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

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.

The 2024 Convertible Notes matured on June 1, 2024.

During the nine months ended December 31, 2024, we paid $ 8.3 for converted 2024 Convertible Notes, including interest, and we issued 0.1 shares of our common stock upon conversion of the 2024 Convertible Notes.

In conjunction with the acquisition of Zynga on May 23, 2022, we assumed Zynga's outstanding 0.25 % Convertible Senior Notes due 2024 (the “2024 Convertible Notes”) and 0.00 % Convertible Senior Notes due 2026 (the “2026 Convertible Notes” and, together with the 2024 Convertible Notes, the “Convertible Notes”).

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 acquisition of Zynga and we do not expect significant fluctuations in fair value through maturity.

Any subsequent adjustments are recorded within Interest and other, net.

2026 Convertible Notes .

The 2026 Convertible Notes mature on December 15, 2026, unless earlier converted, redeemed, or repurchased in accordance with their terms, prior to the maturity date.

The 2026 Convertible Notes do not bear regular interest, and the principal amount does not accrete.

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

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

During the three months ended December 31, 2025 and 2024, we recognized a loss of 1.2 and a loss of 1.1 , respectively and during the nine months ended December 31, 2025 and 2024, we recognized a loss of $ 4.0 and loss of $ 0.8 , respectively, within Interest and other, net in our Condensed Consolidated Statements of Operations.

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

We recorded $ 30.7 as the fair value of the remaining outstanding 2026 Convertible Notes, within Short-term debt, net, in our Condensed Consolidated Balance Sheet as of June 30, 2026.

During the three months ended June 30, 2026 and 2025, we recognized a loss of $ 0.7 and a loss of $ 2.6 , respectively, within Interest and other, net in our Condensed Consolidated Statements of Operations.

LOSS PER SHARE

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

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

2025 2024 2025 2024

Three Months Ended June 30,

Computation of Basic and diluted loss per share

2 unchanged sentences

Basic and diluted loss per share $ ( 0.18 ) $ ( 0.07 )

We incurred a net loss for the three and nine months ended December 31, 2025 and 2024;

We incurred a net loss for the three months ended June 30, 2026 and 2025;

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

For the three months ended December 31, 2025, we had 1.4 potentially dilutive shares from share-based awards and 0.1 of shares from Convertible Notes that are excluded due to the net loss for the period.

For the nine months ended December 31, 2025, we had 1.7 potentially dilutive shares from share-based awards and 0.1 of shares from Convertible Notes that are excluded due to the net loss for the period.

During the nine months ended December 31, 2025, 2.2 restricted stock awards vested, we granted 2.8 unvested restricted stock awards, and 0.9 unvested restricted stock awards were forfeited.

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

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.

For the three months ended June 30, 2026, we had 1.5 potentially dilutive shares from share-based awards and 0.1 of shares from Convertible Notes that are excluded due to the net loss for the period.

During the three months ended June 30, 2026, 1.4 restricted stock awards vested, we granted 1.9 unvested restricted stock awards, and 0.1 unvested restricted stock awards were forfeited.

COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

While it is reasonably possible that a loss may be incurred in excess of the amounts accrued in our financial statements, we believe that such losses, unless otherwise disclosed, would not be material.

The provision for income taxes for the three months ended December 31, 2025 is based on our projected annual effective tax rate for fiscal year 2026, adjusted for specific items that are required to be recognized in the period in which they are incurred.

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

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

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

The provision for income taxes for the nine months ended December 31, 2025 is based on our projected annual effective tax rate for fiscal year 2026, adjusted for specific items that are required to be recognized in the period in which they are incurred.

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

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

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

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

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

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

cash tax liability.

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

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

net deferred tax assets.

The benefit from income taxes for the three months ended June 30, 2026 is based on our projected annual effective tax rate for fiscal year 2027, adjusted for specific items that are required to be recognized in the period in which they are incurred.

The benefit from income taxes was $ 15.2 for the three months ended June 30, 2026, as compared to the benefit from income taxes of $ 1.9 for the prior year period.

When compared to the statutory rate of 21%, the effective tax rate of 30.8 % for the three months ended June 30, 2026 was primarily driven by tax benefits of $ 16.9 related to geographic mix of earnings and changes in reserves.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBB") was signed into law.

OBBB includes significant provisions, including but not limited to (1) permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 ("TCJA"), (2) modifications to the international provisions relating to Base Erosion Anti Abuse Act ("BEAT"), Global Intangible Low-Tax Income ("GILTI") and Foreign Derived Deduction Eligible Income ("FDDEI"), (3) permanent reinstatement deduction for domestic research expenditures and 100% bonus depreciation for certain qualified property, and (4) modifications to tax credits.

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

We have estimated the accounting for income tax effects of OBBB in our projected annual effective tax rate.

We are continuing to evaluate the impact of OBBB on the Company.

It is possible that these changes could have an adverse impact on our effective tax rate, tax payments, financial condition, or results of operations.

The tax law is complex and additional interpretive guidance may be issued that could affect the interpretations and assumptions we have made, as well as actions we may take as a result of OBBB.

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

6 unchanged sentences

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

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

The impact of Pillar Two was not material to the three months ended June 30, 2026.

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

It provides new safe harbors for U.S.

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

Simplified Effective Tax Rate Safe Harbor permanent.

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

10 unchanged sentences

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

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

Our other segment items include Depreciation and amortization, Interest and other, net, and Benefit from income taxes.

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

2 unchanged sentences

Net revenue by geographic region was as follows:

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

2025 2024 2025 2024

Three Months Ended June 30,

Net revenue recognized:

2 unchanged sentences

Total net revenue $ 1,533.9 $ 1,503.8

ASSET ACQUISITION

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

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

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

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

Fair Value Weighted average useful life

Building $ 27.8 30 years

Land 10.3 N/A

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

What changed 10-Q

Item 1. Financial Statements