Form 4: Take-Two Interactive Director Ellen Siminoff Receives Equity Grant as Part of Compensation Program

Take-Two Interactive Software, Inc. Director Ellen F. Siminoff has acquired 367 shares of common stock through a restricted stock grant and an election to receive common stock in lieu of cash compensation, increasing her total beneficial ownership.

Summary

• Ellen F. Siminoff, a Director at Take-Two Interactive Software, Inc. (TTWO), acquired 367 shares of common stock on May 28, 2025.
• The acquisition includes 262 shares of restricted common stock, which will vest on the first anniversary of the Pricing Date.
• Additionally, 105 shares of common stock were granted in lieu of cash compensation, which were fully vested upon grant.
• These shares were granted pursuant to the company's Director compensation program and the 2017 Stock Incentive Plan.
• The number of shares was determined based on the dollar value of the award and the average closing prices of the common stock over the thirty trading days prior to May 28, 2025 (the 'Pricing Date').
• Following this transaction, Ms. Siminoff beneficially owns a total of 15,789 shares of common stock, comprising 6,835 shares directly, 5,234 shares indirectly through the D&E Living Trust, and 3,720 shares indirectly through the EFS 2020 Irrevocable Trust.

Sentiment

Score: 6

Explanation: The document reports a routine equity grant to a director as part of their compensation, which is a neutral to slightly positive event as it increases insider ownership and aligns interests with shareholders. There are no negative financial implications for the company reported in this filing.

Positives

• The acquisition of shares by a director aligns their interests more closely with those of the company's shareholders.
• The grant is part of a structured director compensation program, indicating a standard practice for executive and board remuneration.

Risks

• The value of the acquired shares is subject to the future performance and market price fluctuations of Take-Two Interactive Software, Inc. common stock.
• Restricted stock grants carry a vesting period, meaning the full benefit is not immediately realized and is contingent on continued service.

Future Outlook

The future outlook includes the vesting of 262 shares of restricted common stock on the first anniversary of the Pricing Date, which will convert into fully owned shares for the reporting person.

Management Comments

• The grant of shares represents the acquisition of shares pursuant to a grant of restricted common stock under the Director compensation program and the Issuer's 2017 Stock Incentive Plan.
• The number of shares was 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 May 28, 2025, which was the fifth trading day following the filing of the Issuer's Annual Report on Form 10-K.

Corporate Governance

Related Party Transactions

• Shares are held indirectly by the D&E Living Trust, where the Reporting Person and David Siminoff serve as co-trustees and retain voting and dispositive power.
• Shares are held indirectly by the EFS 2020 Irrevocable Trust, where the Reporting Person serves as trustee and holds voting and dispositive power.

Stakeholder Impact

• Shareholders: The transaction increases the director's stake in the company, potentially signaling confidence and aligning the director's financial interests with shareholder value.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Vesting of 262 restricted shares on the first anniversary of the Pricing Date.

Key Dates

Keywords

Take-Two Interactive Software, TTWO, Form 4, Insider Transaction, Director Compensation, Restricted Stock, Equity Grant, Stock Incentive Plan, Beneficial Ownership