Form 4: Take-Two Director Receives Equity Grant

Take-Two Interactive Software Director Michael Dornemann acquired 254 shares of restricted common stock as part of the company's director compensation program.

Summary

• Michael Dornemann, a Director at Take-Two Interactive Software Inc. (TTWO), acquired 254 shares of common stock.
• The acquisition was a grant of restricted common stock under the company's Director compensation program and the 2017 Stock Incentive Plan.
• The shares were acquired at a price of $0, indicating they were granted, not purchased.
• Following this transaction, Mr. Dornemann beneficially owns 21,948 shares of common stock.
• The grant date for these shares was August 14, 2025.
• The shares of restricted stock are set to vest on the first anniversary of the 'Pricing Date,' which is based on the average of the closing prices of the common stock on the thirty trading days prior to August 14, 2025.

Sentiment

Score: 7

Explanation: The filing indicates a routine equity grant to a director, which is a positive for aligning interests but does not contain significant new information to dramatically alter sentiment. The future grant date is unusual but explained as part of the program's terms.

Positives

• Director Michael Dornemann received an equity grant, aligning his interests with shareholders.
• The grant is part of a structured Director compensation program, indicating standard corporate governance practices.

Future Outlook

The restricted stock granted to Director Michael Dornemann is scheduled to vest on the first anniversary of the Pricing Date, which is based on the average closing prices of the common stock on the thirty trading days prior to August 14, 2025.

Management Comments

• The shares of restricted stock vest on the first anniversary of the Pricing Date.
• As provided by the terms of the Program and the Stock Plan, the grant date was August 14, 2025, and the number of shares were 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 prior to August 14, 2025 (the 'Pricing Date'), the fifth trading day following the filing of the Issuer's Quarterly Report on Form 10-Q.

Industry Context

This transaction is a routine insider filing, common in the technology and entertainment industry, where equity grants are a standard component of director compensation packages to align leadership interests with long-term shareholder value.

Comparison to Industry Standards

• Equity grants to directors are a standard practice across the U.S. corporate landscape, including major technology and entertainment companies like Microsoft, Apple, and Electronic Arts, which frequently use restricted stock units (RSUs) as part of their non-executive director compensation.
• The vesting schedule of one year is typical for director equity awards, similar to practices observed at companies such as Activision Blizzard (prior to acquisition) and Zynga, aiming to retain directors and incentivize long-term performance.
• The determination of share count based on a dollar value award and a trailing average stock price is a common method to smooth out volatility and ensure a consistent value for the compensation, a method also employed by companies like Netflix for their executive and director compensation.

Corporate Governance

Stakeholder Impact

• Shareholders: Interests are further aligned with Director Michael Dornemann through his increased equity ownership.
• Employees: No direct impact mentioned, but standard compensation practices can contribute to overall company stability.

Next Steps

• The granted restricted shares are expected to vest on the first anniversary of the Pricing Date (August 14, 2025).

Key Dates

Recommendation

This Form 4 reports a routine equity grant to a director, which is a standard compensation practice and does not provide new material information to warrant a change in investment recommendation. It reinforces alignment of interests but does not indicate significant operational or financial shifts for Take-Two Interactive Software.

Keywords

Take-Two Interactive Software, TTWO, SEC Form 4, Insider Trading, Restricted Stock, Equity Grant, Director Compensation, Michael Dornemann