SEC Form 4 · accession 0000946581-26-000042
TAKE TWO INTERACTIVE SOFTWARE INC · TTWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel P Emerson
Officer — Chief Legal Officer
Period of report
Jun 1, 2026
Accepted (ET)
Jun 3, 2026 · 6:00 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0000946581
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 1, 2026 | D | 9,609 | $0.00 | D | 114,680 | D | |
| Common StockF2,F3 | Jun 1, 2026 | A | 38,090 | $0.00 | A | 152,770 | D | |
| Common StockF4,F5 | Jun 2, 2026 | S | 21,102 | $219.61 | D | 131,668 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the forfeiture of 9,609 performance-based restricted units previously granted to Mr. Emerson on June 1, 2023 due to the failure to meet certain performance conditions.
- F2Represents the grant of 38,090 restricted units to Mr. Emerson under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan. Includes (i) 7,618 time-based restricted units that vest 25% on June 1, 2027 and thereafter in twelve equal quarterly installments commencing on September 1, 2027 and (ii) 30,472 performance-based restricted units that vest 100% on June 1, 2029, subject to the satisfaction of certain performance criteria. The number of restricted units was determined based on the dollar value of the award and the average of the closing prices of the common stock on the thirty trading days immediately prior to June 1, 2026.
- F3The number of shares of common stock that may be issued upon vesting of the performance-based units assumes the achievement of the maximum performance criteria (200% of target) established by the Issuer's Compensation Committee; however the actual number of such shares may range from zero to 30,472, with the number of shares at target performance equal to 15,236.
- F4This sale was effected pursuant to a Rule 10b5-1 "sell to cover" election made by the Reporting Person for the sole purpose to satisfy the Reporting Person's tax withholding obligation upon the settlement of previously granted restricted units. This sale does not represent a discretionary trade by the Reporting Person.
- F5Includes (i) 98 shares of Common Stock acquired pursuant to the Take-Two Interactive Software, Inc. Second Amended and Restated 2017 Global Employee Stock Purchase Plan and 18,622 shares of Common Stock, (ii) 19,736 unvested time-based restricted stock units and (iii) 93,212 unvested performance-based restricted stock units. Such unvested awards will vest, or fail to vest, in accordance with the terms of the applicable award agreements.