Form 4: Take-Two Legal Chief Sells Shares for Tax Obligations

Take-Two Interactive's Chief Legal Officer, Daniel P. Emerson, sold 1,107 shares of common stock at $248.11 per share to cover tax withholding obligations related to restricted unit settlement.

Summary

• Daniel P. Emerson, Chief Legal Officer of Take-Two Interactive Software Inc. (TTWO), reported a sale of common stock.
• The transaction involved the disposition of 1,107 shares of common stock on December 2, 2025.
• The shares were sold at a price of $248.11 per share.
• This sale was executed pursuant to a Rule 10b5-1 'sell to cover' election, specifically to satisfy tax withholding obligations upon the settlement of previously granted restricted units.
• The filing explicitly states that this sale does not represent a discretionary trade by the Reporting Person.
• Following this transaction, Daniel P. Emerson beneficially owns 126,699 shares of common stock.
• The remaining beneficial ownership includes 2,640 shares of Common Stock, 17,645 unvested time-based restricted stock units, and 106,414 unvested performance-based restricted stock units.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the transaction is a routine, non-discretionary 'sell to cover' for tax purposes, rather than a discretionary sale indicating a change in confidence.

Positives

• The sale was non-discretionary and solely for tax withholding purposes, mitigating concerns about insider selling based on lack of confidence.
• The executive continues to hold a substantial number of shares and unvested restricted stock units, indicating ongoing alignment with shareholder interests.

Negatives

• The transaction resulted in a reduction of 1,107 shares in the direct beneficial ownership of a key executive.

Future Outlook

The unvested time-based and performance-based restricted stock units held by the reporting person will vest, or fail to vest, in accordance with the terms of their applicable award agreements.

Management Comments

• "This sale was effected pursuant to a Rule 10b5-1 'sell to cover' election made by the Reporting Person for the sole purpose to satisfy the Reporting Person's tax withholding obligation upon the settlement of previously granted restricted units. This sale does not represent a discretionary trade by the Reporting Person."

Industry Context

This Form 4 filing details a routine insider transaction related to executive compensation and tax obligations, which is common across all industries, including the interactive entertainment sector. It does not provide direct insights into broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders: A minor reduction in direct insider ownership, but the non-discretionary nature of the sale mitigates concerns about management's confidence in the company.
• Employees: No direct impact on employees, but reflects standard executive compensation practices.

Next Steps

• Continued vesting of the remaining 17,645 unvested time-based restricted stock units.
• Continued vesting or failure to vest of the remaining 106,414 unvested performance-based restricted stock units based on performance criteria.

Key Dates

Keywords

Take-Two Interactive, TTWO, Insider Trading, Form 4, Stock Sale, Restricted Stock Units, Tax Withholding, Executive Compensation, Daniel P. Emerson