Form 4: TTWO Director Paul Viera Acquires 346 Shares

Take-Two Interactive Software Director Paul Viera acquired 346 shares of common stock through a compensation program.

Summary

• Paul E. Viera, a Director of Take-Two Interactive Software Inc. (TTWO), acquired 346 shares of common stock on August 14, 2025.
• This acquisition was part of the company's Director compensation program and the 2017 Stock Incentive Plan.
• Of the acquired shares, 254 are restricted stock vesting on the first anniversary of the pricing date, and 92 shares were fully vested common stock granted in lieu of cash compensation.
• The number of shares 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 August 14, 2025.
• Following this transaction, Mr. Viera directly holds 15,937 shares.
• Additionally, 74 shares are indirectly held by Earnest Institutional LLC (with Mr. Viera disclaiming beneficial ownership except for pecuniary interest), and 75,000 shares are indirectly held by The PEV Revocable Living Trust.

Sentiment

Score: 7

Explanation: The filing reports a routine director stock grant, which is a positive sign of alignment between management and shareholders, but does not contain significant new information to dramatically alter sentiment. It's a standard, expected corporate action.

Positives

• Director Paul Viera's acquisition of 346 shares aligns his interests with shareholders, indicating confidence in the company's future.
• The grant of shares as part of the Director compensation program is a standard practice that incentivizes long-term commitment and performance.
• The inclusion of restricted stock with a one-year vesting period encourages continued service and alignment with company performance.

Future Outlook

The filing indicates future vesting of 254 restricted shares on the first anniversary of the August 14, 2025 pricing date, aligning director incentives with future company performance.

Industry Context

Director stock grants are a common practice across industries, particularly in technology and entertainment, to align executive and board member interests with long-term shareholder value. This transaction reflects standard corporate governance and compensation practices within the interactive entertainment sector.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) and stock in lieu of cash compensation is a standard practice for director compensation in publicly traded companies, including peers like Electronic Arts (EA) and Activision Blizzard (ATVI) (prior to acquisition).
• The vesting schedule for restricted stock (one year) is typical for director grants, aiming to retain talent and ensure continued engagement.
• The method of determining share count based on a dollar value and a 30-day average closing price is a common, transparent approach to valuing equity awards.

Corporate Governance

Related Party Transactions

• Indirect ownership of 74 shares by Earnest Institutional LLC, an affiliate of Mr. Viera, where he disclaims beneficial ownership except for pecuniary interest.
• Indirect ownership of 75,000 shares by The PEV Revocable Living Trust, which indirectly holds securities for Mr. Viera.

Stakeholder Impact

• Shareholders: The grant of shares to a director aligns their interests with shareholders, potentially fostering long-term value creation.
• Employees: No direct impact on general employees is indicated by this director-specific compensation filing.

Next Steps

• The 254 restricted shares granted to Paul Viera are expected to vest on the first anniversary of the August 14, 2025 pricing date.

Key Dates

Recommendation

This Form 4 filing details a routine director compensation grant and does not contain information that would fundamentally change the investment thesis for Take-Two Interactive Software. It's a standard insider transaction that aligns director interests with shareholders, which is generally positive but not a catalyst for a strong buy or sell recommendation. Investors should continue to hold based on broader company fundamentals and market conditions.

Keywords

Take-Two Interactive Software, TTWO, SEC Form 4, Insider Trading, Beneficial Ownership, Director Compensation, Stock Grant, Paul Viera, Equity Compensation