Form 4: Take-Two Executive Karl Slatoff Reports Stock Transactions
Statement of Changes in Beneficial Ownership
Take-Two Interactive President Karl Slatoff disclosed equity transactions related to restricted unit vesting and tax obligations.
Summary
- Karl Slatoff, President of Take-Two Interactive, reported multiple transactions involving common stock and restricted units.
- Transactions included the vesting of 418,774 restricted units held by ZMC Advisors, L.P., followed by the sale of shares to cover tax obligations.
- 64,812 performance-based restricted units were forfeited due to failure to meet performance conditions.
- ZMC Advisors distributed 209,805 shares to employees, with 40,358 shares transferred to Mr. Slatoff.
- A new grant of 329,949 restricted units was issued to ZMC Advisors on June 1, 2026.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral administrative filing reflecting routine executive compensation management and tax compliance.
Positives
- The company continues to align executive compensation with long-term performance through restricted unit grants.
- The transactions were executed pursuant to pre-established Rule 10b5-1 trading plans, indicating systematic rather than discretionary selling.
Negatives
- 64,812 performance-based restricted units were forfeited, signaling that specific performance targets were not achieved.
- Significant volume of shares sold to cover tax obligations, which is standard but reduces overall holdings.
Risks
- Failure to meet performance conditions for restricted units could impact future executive compensation and retention.
- Reliance on Rule 10b5-1 plans for tax-related sales is standard, but market volatility during these sales can impact the realized value for the reporting person.
Future Outlook
The company issued 329,949 new restricted units to ZMC Advisors, consisting of 65,199 time-based units vesting through 2029 and 264,750 performance-based units subject to vesting on June 1, 2029.
Management Comments
- The reporting person disclaims beneficial ownership of securities held by ZMC Advisors except to the extent of his pecuniary interest.
Industry Context
StockSavvy.ai notes that this filing reflects standard executive compensation and tax-planning mechanics common in the gaming and software industry, where equity-based incentives are a primary component of total compensation.
Comparison to Industry Standards
- The use of Rule 10b5-1 plans is consistent with best practices for corporate officers at large-cap technology firms like Electronic Arts or Activision Blizzard.
- Forfeiture of performance-based units due to missed targets is a standard governance mechanism to ensure alignment with shareholder interests.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Equity Compensation | Grant of 329,949 restricted units to ZMC Advisors under the Management Agreement. | 2026-06-01 | Aligns long-term incentives for ZMC Advisors with company performance. |
Related Party Transactions
- Transactions involve ZMC Advisors, L.P., an entity in which Karl Slatoff is a partner, pursuant to a Management Agreement.
Stakeholder Impact
- Shareholders should note the dilution impact of new unit grants and the transparency provided by the Rule 10b5-1 trading plans.
Next Steps
- Vesting of time-based restricted units on June 1, 2027, 2028, and 2029.
- Vesting of performance-based restricted units on June 1, 2029.
Key Dates
| Date | Description |
|---|---|
| 2022-05-23 | Effective date of the Management Agreement between the issuer and ZMC. |
| 2023-06-01 | Original grant date of the performance-based restricted units that were forfeited. |
| 2025-11-17 | Date ZMC Advisors adopted the Rule 10b5-1 trading plan. |
| 2025-12-12 | Date Karl Slatoff adopted his personal Rule 10b5-1 trading plan. |
| 2026-06-01 | Date of vesting, forfeiture, distribution, and new grant of restricted units. |
| 2026-06-03 | Date of the reported sales and filing signature. |
| 2027-06-01 | First tranche of time-based restricted units vests. |
| 2029-06-01 | Final vesting date for time-based units and performance-based units. |
Keywords
Take-Two Interactive, TTWO, Karl Slatoff, Insider Trading, Form 4, Restricted Stock Units, ZMC Advisors
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