Form 4: Take-Two Interactive President Karl Slatoff Discloses Routine Stock Transactions and New Equity Grant

Take-Two Interactive Software Inc. President Karl Slatoff reported a series of stock transactions, including sales to cover tax obligations from vested restricted units and the receipt of new equity grants, as detailed in a recent SEC Form 4 filing.

Summary

• On May 30, 2025, 515,863 restricted units previously granted to ZMC Advisors, L.P. (where Karl Slatoff is a partner) vested.
• ZMC Advisors, L.P. sold a total of 216,661 shares of Common Stock at weighted average prices ranging from $224.9693 to $226.4486 to satisfy tax obligations arising from the vesting of these restricted units.
• These sales were conducted pursuant to a Rule 10b5-1 trading plan adopted by ZMC on November 12, 2024.
• Following the vesting, ZMC distributed 299,202 shares of Common Stock to its employees for no value, including 48,995 shares to Mr. Slatoff, which he had previously indirectly beneficially owned through ZMC.
• On June 2, 2025, ZMC Advisors, L.P. received a new annual grant of 372,577 restricted units from Take-Two Interactive Software Inc.
• The new grant includes 73,623 time-based restricted units, scheduled to vest in equal installments on June 1, 2026, June 1, 2027, and June 1, 2028.
• Additionally, the grant includes 298,954 performance-based restricted units (representing the maximum number eligible to vest) subject to vesting on June 1, 2028.
• Following these transactions, Karl Slatoff's direct beneficial ownership is 48,995 shares, and ZMC Advisors, L.P.'s indirect beneficial ownership (where Slatoff is a partner) is 1,279,802 restricted units, with Slatoff disclaiming beneficial ownership except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: The document reports routine insider transactions related to executive compensation, including vesting of restricted units, sales for tax obligations, and new equity grants. These are standard disclosures and do not indicate a significant positive or negative shift in the company's operational or financial outlook.

Positives

• The grant of 372,577 new restricted units to ZMC Advisors, L.P. (which includes Karl Slatoff as a partner) indicates continued executive incentive and alignment with company performance.
• The transactions, including sales for tax obligations, were conducted under a pre-established Rule 10b5-1 trading plan, indicating a structured and compliant approach to insider stock management.

Negatives

• The sale of 216,661 shares by ZMC Advisors, L.P. represents a reduction in the reported indirect beneficial ownership of common stock, although it was for tax purposes related to vesting.

Future Outlook

The document indicates future vesting events for the newly granted restricted units, with time-based units scheduled to vest on June 1, 2026, June 1, 2027, and June 1, 2028, and performance-based units vesting on June 1, 2028.

Management Comments

• The sales reported were made pursuant to a Rule 10b5-1 trading plan adopted on November 12, 2024, by ZMC Advisors, L.P., related to the vesting of restricted units granted under the Management Agreement.
• The reported sale transactions were effected to satisfy the tax obligations of the partners of ZMC upon the vesting of restricted units.
• Following vesting, ZMC distributed shares to its employees for no value, including shares to Mr. Slatoff, in accordance with customary historical practices.
• Mr. Slatoff disclaims beneficial ownership of the securities held by ZMC Advisors, L.P. except to the extent of his pecuniary interest therein.

Industry Context

This Form 4 filing is a standard disclosure of insider transactions, common for publicly traded companies. It reflects routine executive compensation practices, including the vesting of equity awards and subsequent sales to cover tax liabilities, as well as new equity grants designed to incentivize long-term performance. Such disclosures are a regular part of corporate governance and transparency in the U.S. financial markets.

Related Party Transactions

• Transactions involve ZMC Advisors, L.P., where Karl Slatoff (President of Take-Two Interactive) is a partner, indicating a related party relationship for compensation and equity management.

Stakeholder Impact

• Shareholders: Provides transparency on executive compensation and stock ownership changes, which are routine and pre-planned, thus unlikely to have a significant immediate impact on share price.
• Employees: ZMC Advisors, L.P. distributed shares to its employees, which could be seen as a positive for employee retention and incentive within that entity.

Next Steps

• Portions of the newly granted time-based restricted units are scheduled to vest on June 1, 2026, and June 1, 2027.
• The remaining time-based restricted units and all performance-based restricted units are scheduled to vest on June 1, 2028.

Key Dates

Recommendation

Keywords

Take-Two Interactive Software, TTWO, SEC Form 4, Insider Trading, Stock Transactions, Restricted Stock Units, Executive Compensation, Rule 10b5-1 Plan, ZMC Advisors, Karl Slatoff