Goldstein Lainie 4

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.