Emerson Daniel P 4

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.