Goldstein Lainie 4
4 · TAKE TWO INTERACTIVE SOFTWARE INC · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Take-Two (TTWO) CFO Lainie Goldstein Sells Shares
What Happened
Lainie Goldstein, CFO of Take-Two Interactive (TTWO), disposed of 31,060 shares in an open-market sale on 2026-06-02 at $219.61 per share for proceeds of $6,821,087. On 2026-06-01 she was granted 57,135 restricted stock units (RSUs) and simultaneously had 14,001 performance-based RSUs forfeited. The sale was executed under a Rule 10b5-1 "sell-to-cover" arrangement to satisfy tax withholding obligations related to restricted units.
Key Details
- Transaction dates and prices:
- 2026-06-01: Forfeiture of 14,001 performance-based units (no cash) (F1).
- 2026-06-01: Grant of 57,135 RSUs (no cash) (F2, F3).
- 2026-06-02: Open-market sale of 31,060 shares at $219.61 each; proceeds $6,821,087 (F4).
- Post-transaction holdings (per filing) (F5):
- 117,165 shares of common stock (vested), plus 29,079 unvested time-based RSUs and 137,130 unvested performance-based RSUs.
- Notes on awards and vesting:
- The 57,135-unit grant includes 11,427 time-based RSUs (25% vests 6/1/2027, then quarterly) and 45,708 performance-based RSUs that vest 100% on 6/1/2029 subject to performance; performance payout may range 0–45,708 shares, with target = 22,854 (F2, F3).
- The number of RSUs granted was determined from the award dollar value and the 30-day average closing price before 6/1/2026 (F2).
- Sale mechanics:
- The 31,060-share sale was pursuant to a Rule 10b5-1 sell-to-cover plan to cover tax withholding and is reported as non‑discretionary (F4).
- Filing: Report filed 2026-06-03 for transactions on 6/1–6/2; appears to be timely.
Context: This filing reflects routine equity compensation activity (grant, forfeiture, and a sell-to-cover tax sale). The 10b5-1 sale was to cover withholding and is not presented as a discretionary signal of insider sentiment. The sizable award includes a mix of time- and performance-based RSUs whose ultimate share payout depends on future vesting and performance outcomes.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-06-01−14,001→ 257,299 total - Award
Common Stock
[F2][F3]2026-06-01+57,135→ 314,434 total - Sale
Common Stock
[F4][F5]2026-06-02$219.61/sh−31,060$6,821,087→ 283,374 total
Footnotes (5)
- [F1]Represents the forfeiture of 14,001 performance-based restricted units previously granted to Ms. Goldstein on June 1, 2023 due to the failure to meet certain performance conditions.
- [F2]Represents the grant of 57,135 restricted units to Ms. Goldstein under the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan. Includes (i) 11,427 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) 45,708 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 45,708, with the number of shares at target performance equal to 22,854.
- [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) 117,165 shares of Common Stock, (ii) 29,079 unvested time-based restricted stock units and (iii) 137,130 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.