Emerson Daniel P 4
4 · TAKE TWO INTERACTIVE SOFTWARE INC · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Take-Two (TTWO) Chief Legal Officer Daniel Emerson Sells Shares
What Happened Daniel P. Emerson, Chief Legal Officer of Take-Two Interactive (TTWO), reported three related transactions. On June 2, 2026 he sold 21,102 shares in an open-market, netting $4,634,210 (price: $219.61). On June 1, 2026 he was granted 38,090 restricted stock units (RSUs) and simultaneously forfeited 9,609 performance-based RSUs that failed to meet performance conditions.
Key Details
- Dates & prices: June 1, 2026 — grant of 38,090 RSUs (no cash price); June 1, 2026 — forfeiture of 9,609 performance RSUs; June 2, 2026 — sale of 21,102 shares at $219.61 for $4,634,210.
- Shares owned after transactions: 18,720 shares of common stock (includes 98 ESPP shares + 18,622 shares), plus 19,736 unvested time-based RSUs and 93,212 unvested performance-based RSUs (per filing).
- Grant details (38,090 RSUs): 7,618 time-based RSUs (25% vests June 1, 2027, then quarterly vesting) and 30,472 performance-based RSUs that vest 100% on June 1, 2029 subject to performance. The reported performance-unit count assumes maximum performance (200% of target); actual payout may range from 0 to 30,472 (target = 15,236).
- Forfeiture: 9,609 performance RSUs from a June 1, 2023 grant were forfeited for not meeting performance criteria.
- Sale reason: The June 2 sale was executed under a Rule 10b5-1 "sell-to-cover" plan to satisfy tax withholding on vested awards and is described as non-discretionary.
- Timeliness: Filing dated June 3, 2026 covering transactions on June 1–2, 2026 — filed within the normal Form 4 reporting window.
Context This filing includes both a sale (routine tax-withholding sale under a 10b5-1 plan) and new long-term equity awards. The sale itself was not presented as a discretionary market-timing trade. The new RSUs include time-based and performance-based components; performance RSU payouts will depend on future metrics and may result in 0–30,472 shares. As always, grants and routine withholding sales do not necessarily signal management's view of the company’s near-term prospects.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-06-01−9,609→ 114,680 total - Award
Common Stock
[F2][F3]2026-06-01+38,090→ 152,770 total - Sale
Common Stock
[F4][F5]2026-06-02$219.61/sh−21,102$4,634,210→ 131,668 total
Footnotes (5)
- [F1]Represents the forfeiture of 9,609 performance-based restricted units previously granted to Mr. Emerson on June 1, 2023 due to the failure to meet certain performance conditions.
- [F2]Represents the grant of 38,090 restricted units to Mr. Emerson under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan. Includes (i) 7,618 time-based restricted units that vest 25% on June 1, 2027 and thereafter in twelve equal quarterly installments commencing on September 1, 2027 and (ii) 30,472 performance-based restricted units that vest 100% on June 1, 2029, subject to the satisfaction of certain performance criteria. The number of restricted units was 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 immediately prior to June 1, 2026.
- [F3]The number of shares of common stock that may be issued upon vesting of the performance-based units assumes the achievement of the maximum performance criteria (200% of target) established by the Issuer's Compensation Committee; however the actual number of such shares may range from zero to 30,472, with the number of shares at target performance equal to 15,236.
- [F4]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.
- [F5]Includes (i) 98 shares of Common Stock acquired pursuant to the Take-Two Interactive Software, Inc. Second Amended and Restated 2017 Global Employee Stock Purchase Plan and 18,622 shares of Common Stock, (ii) 19,736 unvested time-based restricted stock units and (iii) 93,212 unvested performance-based restricted stock units. Such unvested awards will vest, or fail to vest, in accordance with the terms of the applicable award agreements.