Form 4: Take-Two Interactive Director Michael Dornemann Receives Restricted Stock Grant

Take-Two Interactive Software Inc. Director Michael Dornemann was granted 262 shares of restricted common stock as part of the company's director compensation program.

Summary

• Michael Dornemann, a Director of Take-Two Interactive Software Inc. (TTWO), acquired 262 shares of common stock.
• The transaction occurred on May 28, 2025.
• These shares were granted as 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 a grant rather than a purchase.
• Following this transaction, Mr. Dornemann beneficially owns 21,694 shares of Take-Two Interactive common stock.
• The granted shares are subject to a vesting schedule, vesting on the first anniversary of the Pricing Date.
• The number of shares granted 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").

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the grant aligns director interests with shareholders, but it's a routine compensation event and not indicative of significant new positive developments for the company.

Positives

• The grant of restricted stock to a director aligns the director's interests with those of the shareholders, as the value of the compensation is tied to the company's stock performance.
• The transaction is part of a pre-existing Director compensation program and the 2017 Stock Incentive Plan, indicating a structured and approved compensation framework.

Future Outlook

The filing indicates that the granted shares will vest on the first anniversary of the Pricing Date, which is a future event.

Industry Context

This Form 4 filing details a routine compensation grant to a director, which is a common practice across publicly traded companies in all industries, including the interactive entertainment sector where Take-Two Interactive operates. Such grants are standard mechanisms for aligning executive and director interests with shareholder value.

Comparison to Industry Standards

• The practice of granting restricted stock as part of director compensation is a common and widely accepted corporate governance practice across industries, including the technology and entertainment sectors.
• Companies like Electronic Arts (EA) and Activision Blizzard (ATVI, prior to acquisition) also utilize equity-based compensation plans for their directors and executives to incentivize long-term performance and align interests with shareholders.
• The specific terms, such as vesting periods and calculation methodologies (e.g., based on average stock prices), are typical for such programs.

Corporate Governance

Related Party Transactions

• The transaction involves the grant of shares to Michael Dornemann, a Director of Take-Two Interactive, making it a related party transaction as it is compensation provided to a member of the company's board.

Stakeholder Impact

• Shareholders: The grant aligns the director's interests with shareholders, potentially encouraging long-term value creation. However, it also represents a minor dilution from new share issuance, though this is standard for equity compensation plans.

Next Steps

• The restricted shares granted to Michael Dornemann are expected to vest on the first anniversary of the Pricing Date (approximately May 28, 2026).

Key Dates

Recommendation

Keywords

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