Form 4: Take-Two Interactive CFO Lainie Goldstein Receives Significant Stock Grant and Executes Tax-Related Sale

Take-Two Interactive Software, Inc.'s Chief Financial Officer, Lainie Goldstein, was granted 45,223 restricted stock units and subsequently sold 39,729 shares to cover tax withholding obligations.

Summary

• Lainie Goldstein, Chief Financial Officer of Take-Two Interactive Software, Inc. (TTWO), was granted 45,223 restricted units on June 1, 2025, under the company's 2017 Stock Incentive Plan.
• The grant includes 9,045 time-based restricted units, which will vest 25% on June 1, 2026, followed by twelve equal quarterly installments commencing September 1, 2026.
• Additionally, 36,178 performance-based restricted units were granted, set to vest 100% on June 1, 2028, contingent on the satisfaction of specific performance criteria, with the actual number of shares ranging from zero to 36,178 (assuming maximum achievement of 200% of target, where target is 18,089 shares).
• On June 2, 2025, Ms. Goldstein sold 39,729 shares of common stock at a price of $225.223 per share.
• This sale was executed as a Rule 10b5-1 'sell to cover' transaction, solely to satisfy tax withholding obligations upon the settlement of previously granted restricted units, and was not a discretionary trade.
• Following these transactions, Ms. Goldstein's direct beneficial ownership stands at 315,657 shares, which includes 129,098 shares of Common Stock, 31,497 unvested time-based restricted stock units, and 155,062 unvested performance-based restricted stock units.

Sentiment

Score: 7

Explanation: The document reflects a positive event (stock grant) for the CFO's compensation, which is a routine and expected part of executive remuneration. The subsequent sale is a non-discretionary tax-related transaction, which is neutral. Overall, it indicates ongoing executive alignment with company performance.

Positives

• The grant of 45,223 restricted units to the CFO represents a significant component of executive compensation, aligning management's interests with long-term shareholder value.
• The inclusion of performance-based restricted units (36,178 units) incentivizes the achievement of specific company performance criteria, potentially driving future growth and profitability.

Future Outlook

The document details future vesting schedules for restricted stock units, indicating a long-term incentive structure for the Chief Financial Officer tied to future company performance and continued employment.

Industry Context

This Form 4 filing reflects a routine executive compensation event within the video game and entertainment software industry, where stock-based incentives are a common practice to attract, retain, and motivate key personnel.

Stakeholder Impact

• Shareholders: The grant of restricted units represents a form of dilution, but it is a standard component of executive compensation designed to align management incentives with shareholder interests. The 'sell to cover' transaction has a minimal, non-discretionary impact on the market.

Next Steps

• Vesting of 25% of time-based restricted units on June 1, 2026.
• Commencement of quarterly vesting installments for time-based restricted units starting September 1, 2026.
• Vesting of performance-based restricted units on June 1, 2028, contingent on performance criteria.

Key Dates

Keywords

Take-Two Interactive Software, TTWO, SEC Form 4, Insider Transaction, Restricted Stock Units, Performance-Based Compensation, Executive Compensation, Stock Grant, Sell to Cover, Lainie Goldstein, Chief Financial Officer