Form 4: Take-Two Interactive Director Susan Tolson Receives Routine Restricted Stock Grant

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

Summary

• Susan Tolson, a Director at Take-Two Interactive Software Inc. (TTWO), acquired 262 shares of common stock.
• The acquisition occurred on May 28, 2025, and was a grant of restricted common stock, not a purchase, indicated by a transaction price of $0.
• This grant is part of the company's Director compensation program and the Issuer's 2017 Stock Incentive Plan.
• The shares of restricted stock are scheduled to vest on the first anniversary of the Pricing Date, which was May 28, 2025.
• Following this transaction, Ms. Tolson beneficially owns a total of 30,901 shares of common stock.
• 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.

Sentiment

Score: 7

Explanation: The filing reports a standard grant of restricted stock to a director, which is a positive sign of aligning management interests with shareholders and is part of a routine compensation program. It does not indicate any negative or unexpected events.

Positives

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

Future Outlook

The 262 shares of restricted common stock granted are scheduled to vest on the first anniversary of the grant date, May 28, 2025.

Management Comments

• The acquisition of shares was pursuant to a grant of restricted common stock under the Director compensation program and the Issuer's 2017 Stock Incentive Plan.

Industry Context

This Form 4 filing reports a routine insider transaction, specifically a grant of restricted stock to a director as part of their compensation. This is a common practice across publicly traded companies in all industries, including the interactive entertainment sector, to incentivize and retain key personnel by aligning their financial interests with long-term shareholder value.

Comparison to Industry Standards

• The grant of restricted stock as part of director compensation is a standard practice widely adopted by public companies across various industries, including technology and entertainment, to attract and retain qualified board members.
• The use of a stock incentive plan (2017 Stock Incentive Plan) and a specific director compensation program aligns with best practices for corporate governance and executive/director remuneration, similar to companies like Electronic Arts (EA) or Activision Blizzard (ATVI) which also utilize equity-based compensation for their directors.

Corporate Governance

Related Party Transactions

• The grant of restricted common stock to Susan Tolson, a Director, constitutes a related party transaction as it involves compensation to a member of the company's board of directors.

Stakeholder Impact

• Shareholders: The grant aligns the director's financial interests with long-term shareholder value, potentially leading to more shareholder-friendly decisions.
• Employees: While not directly impacted, the use of stock incentive plans can set a precedent for broader employee equity compensation programs.

Next Steps

• Vesting of the 262 restricted common shares on May 28, 2026.

Key Dates

Recommendation

Keywords

Take-Two Interactive, TTWO, SEC Form 4, Insider Transaction, Restricted Stock, Director Compensation, Stock Grant, Susan Tolson, Corporate Governance