ZELNICK STRAUSS 4
4 · TAKE TWO INTERACTIVE SOFTWARE INC · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Take-Two (TTWO) CEO/Chairman Strauss Sells Shares, Receives RSUs
What Happened
- Zelnick Strauss (Chairman, CEO, Director) sold approximately 208,969 shares in multiple open-market transactions on June 1, 2026, generating roughly $47.5 million in proceeds. Those sales were effected under a Rule 10b5-1 plan to satisfy tax obligations on vested restricted units.
- On the same date, 418,774 restricted units held by ZMC vested. ZMC distributed 209,805 shares from that vesting to certain employees (including 85,850 shares to Mr. Zelnick), forfeited 64,812 performance-based units that failed to meet performance conditions, and received a new grant of 329,949 restricted units under the Management Agreement (time- and performance-based; some vesting through 2029). Mr. Zelnick contributed the 85,850 distributed shares to the Zelnick/Belzberg Living Trust.
Key Details
- Transaction date: June 1, 2026. Open-market sale prices reported in tranches roughly from ~$224.4 to ~$231.0; weighted-average proceeds ≈ $47.5M.
- Shares sold (open-market): ~208,969 shares (total proceeds ~ $47.5M). Other reported dispositions include forfeiture of 64,812 units and distributions of 209,805 shares by ZMC.
- Awards/acquisitions: Grant of 329,949 restricted units to ZMC (65,199 time-based units vesting 2027–2029; up to 264,750 performance-based units subject to vesting in 2029).
- Holdings after transaction (as reported): Mr. Zelnick indirectly holds shares via trusts (e.g., ~192,314 shares in the Zelnick/Belzberg Living Trust and ~64,089 shares in the Wendy Jay Belzberg 2012 Family Trust). ZMC (of which he is a partner) holds substantial restricted units and shares (see footnotes for detailed balances). Mr. Zelnick disclaims beneficial ownership of ZMC-held securities except to the extent of his pecuniary interest.
- Notable footnotes: Sales were pursuant to a Rule 10b5-1 plan ( adopted Nov 17, 2025) to cover tax obligations; 64,812 performance units forfeited; 209,805 shares distributed to ZMC employees; 85,850 shares from the distribution were contributed to a living trust.
- Filing timeliness: No late filing indicated in this report.
Context
- These transactions reflect routine tax-cover sales and internal distributions rather than an independent open-market purchase by the insider. Sales done under a pre-established 10b5-1 plan are typically pre-scheduled and do not necessarily signal a change in insider view.
- The new RSU grant to ZMC includes both time-based and performance-based units with multi-year vesting—these are typical long-term incentive awards for management. Gifts and internal trust transfers do not, by themselves, indicate market sentiment.
Insider Transaction Report
Form 4
ZELNICK STRAUSS
DirectorChairman, CEO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-01−64,812→ 1,214,990 total(indirect: By ZMC Advisors, L.P.) - Sale
Common Stock
[F4][F5][F6][F7]2026-06-01$224.44/sh−6,129$1,375,593→ 1,208,861 total(indirect: By ZMC Advisors, L.P.) - Sale
Common Stock
[F4][F5][F6][F8]2026-06-01$225.50/sh−24,899$5,614,725→ 1,183,962 total(indirect: By ZMC Advisors, L.P.) - Sale
Common Stock
[F4][F5][F6][F9]2026-06-01$226.47/sh−29,230$6,619,718→ 1,154,732 total(indirect: By ZMC Advisors, L.P.) - Sale
Common Stock
[F4][F5][F6][F10]2026-06-01$227.40/sh−85,748$19,499,095→ 1,068,984 total(indirect: By ZMC Advisors, L.P.) - Sale
Common Stock
[F4][F5][F6][F11]2026-06-01$228.31/sh−41,008$9,362,536→ 1,027,976 total(indirect: By ZMC Advisors, L.P.) - Sale
Common Stock
[F4][F5][F6][F12]2026-06-01$229.21/sh−18,345$4,204,857→ 1,009,631 total(indirect: By ZMC Advisors, L.P.) - Sale
Common Stock
[F4][F5][F6][F13]2026-06-01$230.14/sh−2,871$660,732→ 1,006,760 total(indirect: By ZMC Advisors, L.P.) - Sale
Common Stock
[F4][F5][F6][F14]2026-06-01$231.01/sh−739$170,716→ 1,006,021 total(indirect: By ZMC Advisors, L.P.) - Other
Common Stock
[F15]2026-06-01−209,805→ 796,216 total(indirect: By ZMC Advisors, L.P.) - Gift
Common Stock
[F16]2026-06-01−85,850→ 0 total - Gift
Common Stock
[F16][F17]2026-06-01+85,850→ 192,314 total(indirect: By Trust) - Award
Common Stock
[F18][F19]2026-06-01+329,949→ 1,126,165 total(indirect: By ZMC Advisors, L.P.)
Holdings
- 64,089(indirect: By Trust)
Common Stock
[F20]
Footnotes (20)
- [F1]EXPLANATORY NOTE: This Form 4 relates to (i) the vesting of 418,774 restricted units previously granted to ZMC Advisors, L.P. ("ZMC") under the Management Agreement, dated effective May 23, 2022, between the issuer and ZMC (the "Management Agreement"), and the sale of shares of Common Stock by ZMC, in order to satisfy the tax obligations of the partners of ZMC arising from such vesting, pursuant to a Rule 10b5-1 trading plan adopted on November 17, 2025 by ZMC, (ii) the forfeiture of 64,812 performance-based restricted units previously granted to ZMC on June 1, 2023 due to the failure to meet certain performance conditions, (iii) the distribution by ZMC to certain of its employees of 209,805 shares of Common Stock received by ZMC upon the vesting of the restricted units described above in accordance with the customary historical practices of ZMC, and (iv) the annual grant of restricted stock units to ZMC on June 1, 2026, in each case as further described below.
- [F10]Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $226.93 to $227.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
- [F11]Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $227.93 to $228.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
- [F12]Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $228.93 to $229.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
- [F13]Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $229.93 to $230.89, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
- [F14]Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $231.00 to $231.02, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
- [F15]On June 1, 2026, 418,774 restricted units previously granted to ZMC under the Management Agreement vested. Following such vesting, ZMC distributed a total of 209,805 shares received upon such vesting to its employees for no value, including 85,850 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZMC.
- [F16]Mr. Zelnick received 85,850 shares pursuant to a distribution, as further described in Footnote (15) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZMC. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration.
- [F17]Represents 192,314 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 85,850 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (15) above, which were then contributed to the Zelnick/Belzberg Living Trust as described in footnote (16) above. Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein.
- [F18]Represents the grant of 329,949 restricted units to ZMC pursuant to the Restricted Unit Agreement entered into by ZMC and the Company on June 1, 2026 under the Management Agreement. Includes (a) 65,199 time-based restricted units, 21,733 of which units are scheduled to vest on June 1, 2027, 21,733 of which units are scheduled to vest on June 1, 2028, and 21,733 of which units are scheduled to vest on June 1, 2029, and (b) 264,750 performance-based restricted units (representing the maximum number of performance-based units that are eligible to vest) that are subject to vesting on June 1, 2029. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on June 1, 2026.
- [F19]Represents 1,126,165 restricted units held directly by ZMC Advisors, L.P., of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZMC Advisors, L.P. except to the extent of his pecuniary interest therein.
- [F2]Represents the forfeiture of 64,812 performance-based restricted units previously granted to ZMC on June 1, 2023 under the Management Agreement due to the failure to meet certain performance conditions.
- [F20]Represents 64,089 shares of Common Stock held by the Wendy Jay Belzberg 2012 Family Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Wendy Jay Belzberg 2012 Family Trust except to the extent of his pecuniary interest therein.
- [F3]Represents 796,216 restricted units and 418,774 shares of Common Stock held directly by ZMC (in each case after giving effect to the forfeiture and vesting described in footnote (2) above and footnote (6) below, respectively), of which Mr. Zelnick is a partner (and such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZMC except to the extent of his pecuniary interest therein.
- [F4]All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on November 17, 2025 by ZMC to satisfy the tax obligations of the partners of ZMC upon the vesting of such restricted units that were granted pursuant to the Management Agreement.
- [F5]These transactions are reported on separate lines due to the range of the sale prices.
- [F6]On June 1, 2026, 418,774 restricted units previously granted to ZMC under the Management Agreement vested. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 17, 2025 by ZMC, to satisfy the tax obligations of the partners of ZMC upon the vesting of such restricted units.
- [F7]Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $223.93 to $224.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer
- [F8]Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $224.93 to $225.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
- [F9]Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $225.93 to $226.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
Signature
/s/ Strauss Zelnick|2026-06-03