Form 4: Take-Two Director Viera Acquires 1,054 Shares

Paul E. Viera, a Director at Take-Two Interactive Software Inc., acquired 1,054 shares of common stock through an annual award and in lieu of cash compensation.

Summary

• Paul E. Viera, a Director of Take-Two Interactive Software Inc. (TTWO), reported the acquisition of 1,054 shares of common stock on October 1, 2025.
• The acquisition includes 967 shares of restricted common stock as an annual award under the Issuer's 2017 Stock Incentive Plan, scheduled to vest on October 1, 2026.
• An additional 87 shares of common stock were granted in lieu of the quarterly non-employee director cash retainer and applicable committee fees, which were fully vested upon grant.
• Following these transactions, Mr. Viera directly holds 16,991 shares of common stock.
• Indirect holdings include 74 shares through Earnest Institutional LLC (beneficial ownership disclaimed except for pecuniary interest) and 75,000 shares through The PEV Revocable Living Trust.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as a director's acquisition of shares, even through awards, generally aligns their interests with shareholders and is a routine part of compensation, indicating continued engagement.

Positives

• The acquisition of shares by a director, particularly through equity awards, aligns management's interests with those of shareholders.
• The grant of shares in lieu of cash compensation demonstrates a director's commitment to the company's long-term equity value.

Future Outlook

The 967 shares of restricted common stock granted to Mr. Viera are scheduled to vest on October 1, 2026, subject to the terms of the Issuer's 2017 Stock Incentive Plan.

Management Comments

• Mr. Viera, as a non-employee director, elected to receive 87 shares of common stock in lieu of his quarterly cash retainer and applicable committee fees, indicating a preference for equity-based compensation.

Industry Context

This filing represents a routine compensation event for a non-employee director, common across publicly traded companies in various industries, including the interactive entertainment sector, to incentivize long-term performance and align director interests with shareholders.

Comparison to Industry Standards

• Equity compensation for non-employee directors, including restricted stock awards and stock in lieu of cash fees, is a standard practice across S&P 500 companies, aligning with best practices for corporate governance and executive incentives.
• The structure of the annual award, with a one-year vesting period, is typical for director compensation plans, similar to those observed at companies like Electronic Arts (EA) or Activision Blizzard (ATVI) before its acquisition, which often use restricted stock units (RSUs) for non-executive directors.

Corporate Governance

Related Party Transactions

• Mr. Viera disclaims beneficial ownership of the 74 shares held by Earnest Institutional LLC except to the extent of his pecuniary interest therein, as he is a partner and CEO of an affiliate, Earnest Partners LLC.

Stakeholder Impact

• Shareholders: The equity award aligns the director's financial interests with the company's long-term performance, potentially benefiting shareholders.
• Management: The compensation structure incentivizes directors to contribute to the company's sustained growth and value creation.

Next Steps

• The 967 shares of restricted common stock are scheduled to vest on October 1, 2026.

Key Dates

Keywords

Take-Two Interactive Software, TTWO, SEC Form 4, Insider Trading, Director Stock Acquisition, Restricted Stock Award, Equity Compensation, Paul E. Viera