SEC Form 4 · accession 0000946581-26-000049

TAKE TWO INTERACTIVE SOFTWARE INC · TTWO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1EXPLANATORY NOTE: This Form 4 relates to (i) the vesting of 418,774 restricted units previously granted to ZMC Advisors, L.P. ("ZMC") under the Management Agreement, dated effective May 23, 2022, between the issuer and ZMC (the "Management Agreement"), and the sale of shares of Common Stock by ZMC, in order to satisfy the tax obligations of the partners of ZMC arising from such vesting, pursuant to a Rule 10b5-1 trading plan adopted on November 17, 2025 by ZMC, (ii) the forfeiture of 64,812 performance-based restricted units previously granted to ZMC on June 1, 2023 due to the failure to meet certain performance conditions, (iii) the distribution by ZMC to certain of its employees of 209,805 shares of Common Stock received by ZMC upon the vesting of the restricted units described above in accordance with the customary historical practices of ZMC, and (iv) the annual grant of restricted stock units to ZMC on June 1, 2026, in each case as further described below.
• F10Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $226.93 to $227.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
• F11Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $227.93 to $228.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
• F12Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $228.93 to $229.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
• F13Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $229.93 to $230.89, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
• F14Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $231.00 to $231.02, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
• F15On June 1, 2026, 418,774 restricted units previously granted to ZMC under the Management Agreement vested. Following such vesting, ZMC distributed a total of 209,805 shares received upon such vesting to its employees for no value, including 40,358 shares to Mr. Slatoff, which shares Mr. Slatoff had previously indirectly beneficially owned through ZMC.
• F16Mr. Slatoff received 40,358 shares pursuant to a distribution, as further described in Footnote (15) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Slatoff indirectly through ZMC.
• F17Represents the grant of 329,949 restricted units to ZMC pursuant to the Restricted Unit Agreement entered into by ZMC and the Company on June 1, 2026 under the Management Agreement. Includes (a) 65,199 time-based restricted units, 21,733 of which units are scheduled to vest on June 1, 2027, 21,733 of which units are scheduled to vest on June 1, 2028, and 21,733 of which units are scheduled to vest on June 1, 2029, and (b) 264,750 performance-based restricted units (representing the maximum number of performance-based units that are eligible to vest) that are subject to vesting on June 1, 2029. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on June 1, 2026.
• F18Represents 1,126,165 restricted units held directly by ZMC Advisors, L.P., of which Mr. Slatoff is a partner (such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZMC Advisors, L.P. except to the extent of his pecuniary interest therein.
• F19Sale of shares pursuant to Rule 10b5-1 trading plan adopted by Mr. Slatoff on December 12, 2025.
• F2Represents the forfeiture of 64,812 performance-based restricted units previously granted to ZMC on June 1, 2023 under the Management Agreement due to the failure to meet certain performance conditions.
• F20Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $214.45 to $215.44, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
• F21Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $215.45 to $216.43, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
• F22Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $216.46 to $217.45, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
• F23Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $217.46 to $218.44, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
• F24Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $218.48 to $219.06, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
• F3Represents 796,216 restricted units and 418,774 shares of Common Stock held directly by ZMC (in each case after giving effect to the forfeiture and vesting described in footnote (2) above and footnote (6) below, respectively), of which Mr. Slatoff is a partner (and such securities are not held individually by Mr. Slatoff). Mr. Slatoff disclaims beneficial ownership of the securities held by ZMC except to the extent of his pecuniary interest therein.
• F4All of the sales by ZMC reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on November 17, 2025 by ZMC to satisfy the tax obligations of the partners of ZMC upon the vesting of such restricted units that were granted pursuant to the Management Agreement.
• F5These transactions are reported on separate lines due to the range of the sale prices.
• F6On June 1, 2026, 418,774 restricted units previously granted to ZMC under the Management Agreement vested. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 17, 2025 by ZMC, to satisfy the tax obligations of the partners of ZMC upon the vesting of such restricted units.
• F7Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $223.93 to $224.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
• F8Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $224.93 to $225.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
• F9Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $225.93 to $226.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.