Form 4: Take-Two Interactive Director William B. Gordon Receives Equity Grant as Compensation

Take-Two Interactive Software Inc. Director William B. Gordon acquired 334 shares of common stock as part of the company's director compensation program and stock incentive plan.

Summary

• William B. Gordon, a Director at Take-Two Interactive Software Inc. (TTWO), acquired 334 shares of the company's common stock.
• The acquisition occurred on May 28, 2025, and was part of the Director compensation program and the Issuer's 2017 Stock Incentive Plan.
• Of the 334 shares, 262 are restricted stock that will vest on the first anniversary of the Pricing Date (May 28, 2025).
• The remaining 72 shares were granted in lieu of cash compensation at the election of Mr. Gordon and were fully vested upon grant.
• 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').
• Following this transaction, Mr. Gordon beneficially owns a total of 60,573 shares of Take-Two Interactive common stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. It's a routine compensation event, which is expected, but the director receiving shares is a positive for the individual and aligns their interests with shareholders. No negative implications for the company are present.

Positives

• The equity grant aligns the director's interests with those of shareholders, as a portion of compensation is tied to company stock performance.
• The grant of fully vested shares in lieu of cash compensation indicates the director's confidence in the company's future value.

Negatives

• No specific negative points are identified in this routine compensation filing.

Risks

• The value of the restricted stock portion of the grant is subject to market fluctuations until vesting, posing a risk to the ultimate realized value for the director.

Future Outlook

The document does not provide specific forward-looking statements or guidance regarding the company's financial performance or strategic direction, focusing solely on an insider's equity transaction.

Management Comments

• The grant date was May 28, 2025, and the number of shares were 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 (the 'Pricing Date'), the fifth trading day following the filing of the Issuer's Annual Report on Form 10-K.

Industry Context

This transaction represents a standard practice in corporate governance where directors of publicly traded companies receive equity as part of their compensation package. This aligns their financial interests with the long-term performance of the company, a common trend across various industries, including the interactive entertainment sector.

Comparison to Industry Standards

• The practice of granting restricted stock and shares in lieu of cash compensation to directors is a common and accepted method of executive and director remuneration across the technology and entertainment industries, including companies like Electronic Arts (EA) and Activision Blizzard (ATVI) (prior to acquisition), which often utilize similar equity-based incentive plans to attract and retain talent and align interests with shareholders.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of equity to a director aligns their interests with shareholders, potentially encouraging decisions that enhance long-term shareholder value.
• Employees: While not directly impacting general employees, the compensation structure for directors can reflect the company's overall approach to incentivizing key personnel.

Next Steps

• The 262 restricted shares are expected to vest on the first anniversary of the Pricing Date (May 28, 2025).

Key Dates

Keywords

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