UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒			Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			For the fiscal year ended March 31, 2025
			For the fiscal year ended March 31, 2026
OR
☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			For the transition period from to .

Commission file number 001-34003

TAKE-TWO INTERACTIVE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware(State or Other Jurisdiction ofIncorporation or Organization)		51-0350842(I.R.S. EmployerIdentification No.)
Delaware			51-0350842
110 West 44th StreetNew York, New York(Address of principal executive offices)		10036(Zip Code)
(State or Other Jurisdiction ofIncorporation or Organization)			(I.R.S. EmployerIdentification No.)
110 West 44th Street			10036
New York,	New York		(Zip Code)
(Address of principal executive offices)

Registrant's Telephone Number, Including Area Code: (646) 536-2842

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	TTWO	NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant's most recently completed second fiscal quarter was approximately $2647,~~579~~087,~~762~~317,~~843~~833.

As of May 511, ~~2025~~2026, there were ~~177~~185,~~424~~666,~~908~~663 shares of the Registrant's Common Stock outstanding, net of treasury stock.

Documents Incorporated by Reference:

Portions of the registrant's definitive proxy statement for the ~~2025~~2026 Annual Meeting of Stockholders

are incorporated by reference into Part III herein.

INDEX

		PAGE
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	3435
Item 1C.	Cybersecurity	3435
Item 2.	Properties	3637
Item 3.	Legal Proceedings	3637
Item 4.	Mine Safety Disclosures	3638
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3739
Item 6.	[Reserved]	3941
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3941
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4849
Item 8.	Financial Statements and Supplementary Data	4951
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4951
Item 9A.	Controls and Procedures	4951
Item 9B.	Other Information	5052
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	52
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	53
Item 11.	Executive Compensation	53
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	53
Item 13.	Certain Relationships and Related Transactions, and Director Independence	53
Item 14.	Principal Accounting Fees and Services	53
PART IV
Item 15.	Exhibits, Financial Statement Schedules	54
Item 16.	Form 10-K Summary	5958
	Index to Financial Statements	6059
	Signatures	~~107~~104

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

The statements contained herein, which are not historical facts, including statements relating to Take-Two Interactive Software, Inc.'s ("Take-Two," the "Company," "we," "us," or similar pronouns) outlook, are considered forward-looking statements under federal securities laws and may be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "potential," "predicts," "projects," "seeks," "should," "will," or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance. Such forward-looking statements are based on the current beliefs of our management as well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including risks relating to the timely release and significant market acceptance of our games; the risks of conducting business internationally, including as a result of unforeseen geopolitical events; the impact of changes in interest rates by the Federal Reserve and other central banks, including on our short-term investment portfolio; the impact of inflation; volatility in foreign currency exchange rates; our dependence on key management and product development personnel; our dependence on our NBA 2K and Grand Theft Auto products and our ability to develop other hit titles; our ability to leverage opportunities on PlayStation®5 and Xbox Series X|S; factors affecting our mobile business, such as player acquisition costs; ~~and~~ the ability to maintain acceptable pricing levels on our games; and other risks included herein; as well as, but not limited to, the risks and uncertainties discussed under the heading "Risk Factors" included in Part I, Item 1A herein. All forward-looking statements are qualified by these cautionary statements and speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

All figures are in millions, except per share amounts, employee figures, or as otherwise noted.

PART I

Item 1. Business

General

We are a leading developer, publisher, and marketer of interactive entertainment for consumers around the globe. We develop, operate, and publish products principally through Rockstar Games, 2K, and Zynga. ~~In October 2024, we sold our Private Division label, including our rights to substantially all of the label's titles.~~ Our products are currently designed for console gaming systems, including, but not limited to, the Sony Computer Entertainment, Inc. ("Sony") PlayStation®4 ("PS4") and PlayStation5 ("PS5"), the Microsoft Corporation ("Microsoft") Xbox One® ("Xbox One") and Xbox Series X|S ("Xbox Series X|S"), and the Nintendo SwitchTM ("Switch"), as well as mobile, including smartphones and tablets, and personal ~~computers~~computer ("PC"). We deliver our products through physical retail, digital download, online platforms, and cloud streaming services.

Our website address is www.take2games.com. We make all of our filings with the Securities and Exchange Commission ("SEC") available free of charge on our website under the caption "Investors—Financial Information—SEC Filings." Included in these filings are our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, which are available as soon as reasonably practicable after we electronically file or furnish such materials with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K. The SEC maintains a website that contains annual, quarterly, and current reports, proxy and information statements and other information that issuers (including the Company) file electronically with the SEC. The SEC's website is www.sec.gov.

Strategy

Overview. Our strategy is to create hit entertainment experiences, delivered on every platform relevant to our audience through a variety of sound business models. Our pillars - creativity, innovation, and efficiency - guide us as we strive to create the highest quality, most captivating experiences for our consumers. We believe that our player-first approach and commitment to creativity and innovation are distinguishing strengths, enabling us to differentiate our products in the marketplace by combining advanced technology with compelling ~~storylines~~gameplay ~~and characters~~ that provide unique, deeply engaging ~~gameplay~~ experiences.

Our teams have established a portfolio of proprietary software content for the major hardware and mobile platforms, and we aim to be at the forefront of technological innovation. We have a diverse portfolio that spans all key platforms and numerous genres, including action, adventure, family, casual, hyper-casual, role-playing, shooter, social casino, sports, and strategy. This enables us to appeal to a wide array of consumers ~~and demographic groups~~ worldwide, ranging from game enthusiasts to casual gamers. Most of our intellectual property is internally owned and developed, which we believe best positions us financially and competitively. In addition, we license selectively some highly recognizable renowned brands, particularly in sports entertainment. We support our products with innovative marketing programs created by our global teams.

~~enthusiasts~~ Attract toand ~~casual~~Retain ~~gamers~~the Best Talent in the Business. Our ~~Most~~headcount ofincludes ~~our~~12,909 ~~intellectual~~full-time ~~property~~employees isas ~~internally~~of ~~owned~~March 31, ~~and~~2026, ~~developed~~including 9,998 ~~which~~in development studios. We are proud of the culture we have established and believe ~~best~~that ~~positions~~it enables us ~~financially~~to attract and ~~competitively~~retain some of the most talented individuals in our industry and consistently set new benchmarks for excellence. InBy ~~addition~~empowering our colleagues to embrace an entrepreneurial mindset and to take calculated risks, we ~~license~~believe ~~selectively~~that ~~some~~we ~~highly~~have ~~recognizable~~created ~~renowned~~an ~~brands,~~environment ~~especially~~where inour ~~sports~~people ~~entertainment~~can thrive. We ~~support~~believe that we deploy best-in-class recruiting practices to attract new talent and encourage our ~~products~~people ~~with~~to ~~innovative~~pursue ~~marketing~~satisfying, ~~programs~~long-term ~~created~~career opportunities with us by providing competitive compensation plans that align our ~~internal~~people ~~global~~with ~~marketing~~our ~~teams.~~shareholders, extensive employee benefits and well-being programs, and numerous learning and development programs to encourage career growth and progression.

Attract and Retain the Best Talent in the Business. Our headcount includes 12,928 full-time employees as of March 31, 2025, including 10,096 in development studios. We are proud of the culture we have established and believe that it enables us to attract and retain some of the most talented individuals in our industry and consistently set new benchmarks for excellence. By empowering our colleagues to embrace an entrepreneurial mindset and to take calculated risks, we believe that we have created an environment where our people can thrive. We believe that we deploy best-in-class recruiting practices to attract new talent and encourage our people to pursue satisfying, long-term career opportunities with us by providing competitive compensation plans that align our people with our shareholders, extensive employee benefits and well-being programs, and numerous learning and development programs to encourage career growth and progression.

Develop Robust Player Relationships. Many of our releases offer a steady cadence of post-launch content to drive further engagement with our franchises, including virtual currency, add-on content, and in-game purchases. This approach enables us to maintain consistent, positive relationships with our players, sustain ongoing relevance for our intellectual properties, and enhance the performance of our titles.

We continue to invest in tools and infrastructure to deepen our understanding of our players and to strengthen our relationships with them. This includes our customer data platform and our customer insights and analytics, which inform our go-to-market strategy and allow us to maintain ongoing communications with our players that are tailored to their interests. We also engage with emerging marketing platforms, technologies, and services to enhance our reach and capabilities, including our direct-to-consumer commerce platform, through which players can purchase in-game offerings, primarily for our mobile titles.

The enjoyment and safety of our players is of paramount importance to us, and we are committed to providing safe, inclusive, and welcoming environments in which our communities can gather and enjoy our services free of harassment, hate speech, toxic behavior, abuse, and other offensive content and conduct.

Increase Scale and Profitability. A key component of our strategy is to build a portfolio and forward pipeline of commercially successful franchises across console, PC, and mobile platforms. We believe that we can increase our scale by launching new intellectual properties; growing our core franchises through high-quality, fresh sequels, relevant brand extensions, and robust live services; and expanding our intellectual property portfolio and talent base through strategic acquisitions and partnerships. We provide continuous recurrent consumer spending offerings to fuel player engagement and growth.

We use a product investment review process to evaluate potential titles for investment, review existing titles in development, and assess titles after release by measuring their performance in the market and the return on our investment. We believe that our disciplined approach to product investment will enhance the competitiveness and profitability of our titles.

As we grow our scale, we seek to run our business in a highly efficient manner in an effort to optimize and enhance our profitability. We regularly assess opportunities to contain or reduce costs, including leveraging shared services and technology.

Identify and Lead New Paradigms and Market Trends. Our teams aspire to be at the forefront of innovation in our industry. We are constantly evaluating and investing selectively in emerging platforms, technologies, business models, and geographies that we believe will help us grow and strengthen our business. In particular, we believe that there are meaningful opportunities to expand our presence in Asia, the Middle East, and Latin America. Within these regions, China is our most established market, where we offer NBA 2K Online ~~and Civilization: Eras and Allies~~ through our partnership with Tencent. Our NBA 2K Online business is the top online PC sports game in China.

We also direct our teams to anticipate and actively address changes in consumer behavior and technology so that we can evolve our business as new dynamics develop.

Our Businesses

We derive substantially all of our revenue from the sale of our interactive entertainment content, which includes ~~the sale of~~ internally developed software titles and software titles developed by third parties, ~~the sale of~~ in-game virtual items and advertising, and live services on console, PCmobile, and ~~mobile~~PC. Operating margins are dependent in part upon our ability to release new, commercially successful software products and to manage effectively their development and marketing costs. We have internal development studios located in Australia, Canada, China, Czech Republic, Finland, Germany, Hungary, India, Serbia, South Korea, Spain, Turkey, the United Kingdom ("U.K."), and the United States ("U.S."). As of March 31, ~~2025~~2026, we had a research and development staff of 9,998 full-time employees with the technical capabilities to develop software titles for all major consoles, PCs, and mobile platforms in multiple languages and territories.

research and development staff of 10,096 full-time employees with the technical capabilities to develop software titles for all major consoles, PCs, and mobile platforms in multiple languages and territories.

We engage in evolving business models such as online gaming, virtual currency, add-on content, and in-game purchases, and we expect to continue to generate incremental revenue from these opportunities. We also generate revenue from advertising primarily within our mobile software products.

Rockstar Games. Rockstar Games' strategy is to develop a limited number of titles that are known for their quality and longevity in the market for which they can create sequels and incremental revenue opportunities through virtual currency, add-on content, and in-game purchases across all key platforms. Software titles published by our Rockstar Games label are primarily internally developed. We expect Rockstar Games, our wholly-owned publisher of the Grand Theft Auto, L.A. Noire, Max Payne, Midnight Club, Red Dead Redemption, and other popular franchises, to continue to be a leader in the action/adventure product category and to create groundbreaking entertainment. We believe that Rockstar Games has established a uniquely original, popular, cultural phenomenon with its Grand Theft Auto series, which is the interactive entertainment industry's most iconic and critically acclaimed brand and has sold-in over ~~445~~465 million units worldwide. Our most recent installment, Grand Theft Auto V, which was released in 2013, has sold-in over ~~210~~225 million units worldwide and includes access to Grand Theft Auto Online. Rockstar Games offers its GTA+ membership program, which engages its player community with an array of rotating benefits, including access to classic Rockstar Games titles. Rockstar Games continues to invest in the franchise and announced that Grand Theft Auto VI, ~~which was expected to launch in Fall of Calendar 2025,~~ is ~~now~~ planned for release on ~~May~~November 2619, 2026, during our fiscal year 2027. The label released its first trailer for the title in December 2023 and the second in May 2025, and will share more details inthis ~~the future~~summer. Red Dead Redemption 2, which has been a critical and commercial success that set numerous entertainment industry records, has sold-in more than 7080 million units worldwide ~~to date~~. Rockstar Games continues to expand on its established series by developing sequels, offering downloadable episodes, and providing additional content. Rockstar Games' titles are published across all key platforms, including mobile.

2K. Our 2K label ~~has~~publishes ~~published~~ a variety of popular entertainment properties across all key platforms and across a range of genres including shooter, action, role-playing, strategy, sports, and family/casual entertainment. In recent years, 2K has expanded its offerings to include several new franchises that are expected to enhance and diversify its slate of games and provide opportunities for sequels and additional content. We expect 2K to continue to develop new, successful franchises in the future. 2K's internally owned and developed franchises include the critically acclaimed, multi-million unit selling BioShock, Borderlands, Mafia, Sid Meier's Civilization, ~~and XCOM franchises, as well as the Borderlands and~~ Tiny Tina's Wonderlands ~~franchises~~, ~~which~~and weXCOM ~~now own following our June 2024 acquisition of Gearbox Entertainment~~franchises. 2K's ~~realistic~~ sports simulation titles include our flagship NBA 2K series, which continues to be the top-ranked NBA basketball video game, the WWE 2K professional wrestling series, PGA TOUR 2K, and TopSpin 2K. 2K also publishes mobile titles, including WWE SuperCard. Inand ~~2018, we expanded our relationship with the~~ NBA ~~through the NBA~~ 2K ~~League~~All-Stars.

Zynga. Our Zynga label publishes popular free-to-play mobile games that deliver high quality, deeply engaging entertainment experiences and generates revenue from in-game sales and ~~in-game~~ advertising. Zynga's strategy is to have numerous games in concept development and to determine which titles are best suited for soft ~~launch~~ and worldwide launch based on the achievement of various milestones and key performance indicator (KPI) thresholds. Zynga's diverse portfolio of popular game franchises has been downloaded more than ~~six~~10 billion times, including ~~CSR~~Color ~~Racing~~Block Jam, ~~Dragon City~~CSR2, Empires & Puzzles, ~~FarmVille,~~ Game of Thrones: Legends, Game of Thrones Slots Casino, Golf Rival, Harry Potter: Puzzles & Spells, ~~Match~~Hit ~~Factory~~it Rich! Casino, ~~Merge~~Match ~~Dragons~~Factory!, Merge ~~Magic~~Dragons!, ~~Monster Legends,~~ Toon Blast, ~~Top Eleven,~~ Toy Blast, ~~Two~~Wizard ~~Dots, Words With Friends, Zynga Poker, and a high volume~~ of ~~hyper-casual~~Oz ~~mobile~~Slots ~~titles~~Casino, ~~including~~Words ~~Color~~With ~~Block Jam~~Friends, ~~Fill the Fridge!, Parking Jam 3D, Power Slap, Pull the Pin, Screw Jam, Twisted Tangle,~~ and ~~Tangled~~Zynga ~~Snakes~~Poker.

Private Division. In October 2024, we sold our Private Division label, including our rights to substantially all of the label's titles. The label was dedicated to bringing titles from the industry's leading creative talent to market and was the publisher, developer, and owner of Kerbal Space Program.

Intellectual Property

Our business is highly dependent on the creation, acquisition, licensing, and protection of intellectual property. We believe that content ownership facilitates our internal product development efforts and maximizes profit potential. We attempt to protect our software and production techniques under copyright, patent, trademark, and trade secret laws as well as through contractual restrictions on disclosure, copying, and distribution.

We also enter into content license agreements, such as those with sports leagues, players associations, copyrighted fictional characters and entertainment brands, car manufacturers, music labels, and musicians. These licenses are typically limited to the use of the licensed rights in products for specific time periods. In addition, we license and include console manufacturer technology in our products on a non-exclusive basis, which allows our games to be played on their respective hardware systems.

manufacturer technology in our products on a non-exclusive basis, which allows our games to be played on their respective hardware systems.

Manufacturing

Platform manufacturers, such as Sony, Microsoft, and Nintendo, either manufacture or control the selection of approved manufacturers of physical copies of software products sold for use on their respective hardware platforms. We place a purchase order for the manufacture of our products with Sony, Nintendo, or Microsoft's approved replicator and then send software code to the manufacturer, together with related artwork, user instructions, warranty information, brochures and packaging designs for approval, defect testing and manufacture. Games are generally shipped within two to three weeks of receipt of our purchase order and all materials.

Our software titles typically carry a 90-day limited warranty.

Arrangements with Platform Manufacturers

We have entered into license agreements with Sony and Microsoft to develop and publish software in Asia, Australia, Europe, North America, and certain Latin American, Middle Eastern, and African countries. We are not required to obtain any licenses from hardware manufacturers to develop titles for the PC.

Sony. Effective March 23, 2017, we entered into a PlayStation Global Developer and Publisher Agreement with Sony Computer Entertainment, Inc. and certain of its affiliates, pursuant to which Sony granted us the right and license to develop, publish, have manufactured, market, advertise, distribute and sell PlayStation compatible products for all PlayStation systems. The agreement requires us to submit products to Sony for approval and for us to make royalty payments to Sony based on the number of units manufactured or revenue from digitally downloaded content. In addition, products for PlayStation systems are required to be manufactured by Sony-approved manufacturers. On September 30, 2020, we entered into a PlayStation 5 Amendment, with an effective date of May 1, 2020 (the “PS5 Amendment”), to our existing PlayStation Global Developer and Publisher Agreement. The PS5 Amendment amends the existing agreement to include the PlayStation 5 interactive entertainment system in the definition of systems in the agreement and to extend all of the terms and conditions of the existing agreement to our PlayStation 5 products and services.

The term of the agreement, as amended, expires on March 31, ~~2026~~2027, with automatic one-year renewal terms thereafter (unless one party gives the other notice of termination). Sony may terminate the agreement for any or no reason upon 30 days’ notice. The agreement may also be terminated by Sony immediately in the event of a breach by us or our bankruptcy or insolvency. Upon expiration or termination of the agreement, we have certain rights to sell off existing inventories.

Microsoft. Under the terms of the license agreements that we have entered into with Microsoft Corporation and its affiliates, Microsoft granted us the right and license to develop, publish, have manufactured, market, advertise, distribute and sell Xbox compatible products. The agreements require us to submit products to Microsoft for approval and to make royalty payments to Microsoft based on the number of units manufactured or revenue from digitally downloaded content. In addition, products for the Xbox consoles are required to be manufactured by Microsoft-approved manufacturers.

Effective as of November 17, 2005, we entered into an Xbox 360 Publisher License Agreement with Microsoft for the Xbox 360 console (the “Xbox 360 Agreement”). Effective as of July 1, 2020, we entered into an Xbox Console Publisher License Agreement with Microsoft for the Xbox Series X|S and Xbox One consoles (the “Xbox Next Gen Agreement” and, together with the Xbox 360 Agreement, the “Xbox Agreements”). The terms of both Xbox Agreements expire on March 31, ~~2026~~2027, each with automatic one-year renewal terms thereafter (unless one party gives the other advance notice of non-renewal). These Xbox Agreements may be terminated by Microsoft immediately in the event of a breach by us, and the Xbox Next Gen Agreement may also be terminated by Microsoft immediately in the event of our bankruptcy or insolvency. Upon expiration or termination of each of the Xbox Agreements, we have certain rights to sell off existing inventories.

Sales

We sell software titles both digitally and physically through direct relationships with digital storefronts and platform partners, large retail customers, and third-party distributors. We sell our products globally and have sales operations in Australia, Canada, Chili, France, Germany, Japan, Singapore, South Korea, Taiwan, United Arab Emirates, the U.K., and the U.S. We manage a direct-to-consumer platform, primarily for our mobile business, to drive purchases directly with our consumer base. By leveraging our direct-to-consumer platform, we are able to build closer relationships with our players, understand their behaviors and preferences more accurately, and provide value with various offers and event types.

We are dependent on a limited number of customers that account for a significant portion of our sales. Sales to our five largest customers during the fiscal year ended March 31, ~~2025~~2026, accounted for 8180.06% of our net revenue, with Apple, Sony, Google, and Microsoft each accounting for more than 10.0% of our net revenue.

We distribute our titles, add-on content, and in-game purchases through direct digital download to consoles, PCs, and mobile devices. We view digital distribution as the principal channel for our industry and Company; however, we expect that packaged goods and traditional retailers will continue to be an important channel for the sale of our console products for the foreseeable future, particularly in connection with the release of certain titles for consoles or certain regions where digital distribution is not as well established.

We also sell advertising within a number of our games, primarily in mobile. Our advertising offerings provide creative ways for marketers and advertisers to reach and engage with our players and are generally essential for our free-to-play titles. Our advertising offerings include banner and interstitial advertisements, engagement advertisements and offers in which players ~~can participate in watch-to-earn engagements or other offer engagements, branded virtual items, and sponsorships that integrate relevant advertising and messaging within game play.~~

can participate in watch-to-earn engagements or other offer engagements, branded virtual items, and sponsorships that integrate relevant advertising and messaging within game play.

Marketing

Our marketing and promotional efforts are intended to acquire new users, maximize consumer interest in our titles, promote brand name recognition of our franchises, assist retailers and to properly position, package and merchandise our titles. Marketing is particularly important for our mobile titles to build a large community of players. From time to time, we also receive marketing support from hardware manufacturers in connection with their own promotional efforts.

We market titles by:

•Implementing public relations campaigns, using social, digital, online, television, outdoor, and print marketing, including certain performance marketing programs. We aim to label and market our products in accordance with the applicable principles and guidelines of the Entertainment Software Rating Board, ("ESRB"), an independent self-regulatory body that assigns ratings and enforces advertising guidelines for the interactive software industry in the U.S. In addition, we work with similar global agencies, including the Pan-European Game Information, which is used throughout most of Europe in more than 35 countries, and the International Age Rating Coalition ("IARC"), a rating and age classification system for digitally delivered games and apps that reflects the unique cultural differences among nations and regions.

•Stimulating continued sales by reducing the wholesale prices of our products to retailers, digital storefronts, and platform providers at various times during the life of a product. Price protection may occur at any time in a product's life cycle but typically occurs three to nine months after a product's initial launch. In certain international markets, we also provide volume rebates to stimulate continued product sales.

•Employing various other marketing methods designed to promote consumer awareness, including social media, in-store promotions and point-of-purchase displays, direct mail, cooperative advertising, attendance at trade shows as well as product sampling through demonstration software distributed via the Internet or the digital online services.

•We have been able to build a large community of players, particularly for mobile titles, through players discovering of our games in platform storefronts, the viral and social features built into the network effects of our games, as well as the cross-promotion of our games to our existing audience. However, we also acquire our players through paid advertising channels. We advertise our mobile games primarily within other mobile applications and on social networks, often through in-app and other advertising partners such as Facebook and Google.

As of March 31, ~~2025~~2026, we had a sales and marketing staff of 1,~~418~~456 full-time employees.

Competition

Competition in the interactive entertainment industry is based on innovation, features, playability, product quality, brand name recognition, compatibility with popular platforms, access to distribution channels, price, marketing, and customer service. Our business is driven by hit titles, which require increasing budgets for development and marketing. Competition for our titles is influenced by the timing of competitive product releases and the similarity of such products to our titles.

In our business, we compete with:

•Other interactive entertainment companies that range in size and cost structure from very small with limited resources to very large with greater financial, marketing, technical, and other resources than ours. Examples of our competitors include Electronic Arts ~~Inc.~~, Embracer Group, ABEpic Games, Playrix, Playtika, Roblox, Savvy Games, Tencent, and Ubisoft ~~Entertainment S~~.A. We also expect new competitors to enter the market and existing competitors to allocate more resources to develop and market competing games and applications.

•Sony, Microsoft, and Nintendo for the sale of interactive entertainment software. Each of these competitors is a large developer and marketer of software for their own platforms and has the financial resources to withstand significant price competition and to implement extensive advertising campaigns.

•Other software, hardware, entertainment, and media for limited retail shelf space and promotional resources. The competition for shelf space, whether physical or virtual, and promotional support is intense among an increasing number of newly introduced entertainment software titles and hardware.

•Other forms of entertainment such as motion pictures, television, social networking, online applications, short-form video, and other forms of entertainment, which may be less expensive or provide other advantages to consumers.

International Operations

International sales are a significant part of our business. For the fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, we earned 3940.58%, 3839.75% and 3738.27%, respectively, of our net revenue outside the U.S. We are subject to risks inherent in foreign trade, including increased credit risks, tariffs and duties, fluctuations in foreign currency exchange rates, shipping delays and international political, regulatory, and economic developments, all of which can have a significant effect on our operating results. In particular, as a global company operating in many jurisdictions, we are subject to various and complex laws and regulations domestically and internationally, including laws and regulations related to gaming, user privacy, data collection and retention, consumer protection, protection of minors, online safety, content, advertising, localization, information security, intellectual property, competition, sanctions, addressing climate change, taxation, and employment, among others. Many of these laws and regulations are continuously evolving and developing, and the application to, and impact on, us is uncertain. Certain of our business models are subject to new laws or regulations or evolving interpretations and application of existing laws and regulations. The growth and development of electronic commerce, virtual items, and virtual currency has prompted calls for new laws and regulations and resulted in the application of existing laws or regulations that have limited or restricted the sale of our products and services in certain territories. For more information on risks associated with complying with applicable laws, please see "Risk Factors"—Risks related to legal or regulatory compliance.

In particular, as a global company operating in many jurisdictions, we are subject to various and complex laws and regulations domestically and internationally, including laws and regulations related to gaming, user privacy, data collection and retention, consumer protection, protection of minors, online safety, content, advertising, localization, information security, intellectual property, competition, sanctions, addressing climate change, taxation, and employment, among others. Many of these laws and regulations are continuously evolving and developing, and the application to, and impact on, us is uncertain. Certain of our business models are subject to new laws or regulations or evolving interpretations and application of existing laws and regulations. The growth and development of electronic commerce, virtual items, and virtual currency have prompted calls for new laws and regulations and resulted in the application of existing laws or regulations that have limited or restricted the sale of our products and services in certain territories. For more information on risks associated with complying with applicable laws, please see "Risk Factors"—Risks related to legal or regulatory compliance.

Segment and Geographic Information

We have one operating and reportable segment. See Note 2221 to our Consolidated Financial Statements.

Human Capital

Human Capital Management. Our headcount includes 12,~~928~~909 full-time employees as of March 31, ~~2025~~2026. We are proud of our established culture, and our reputation for creativity, innovation, and efficiency enables us to attract some of the most talented individuals in our industry and consistently set new benchmarks for excellence. We are constantly focused on our teams – their success, their structure, and how best to support them given their particular needs and projects. 4948.3% of our full-time employees are located in North America, 3429.8% in Europe, and 17.7% in the Asia-Pacific region;, 78and 4.2% in the Middle East; 9,998 of our full-time employees are focused on product development.

~~While~~We ~~some~~allow of our creative teams ~~are~~to ~~now~~identify ~~working from~~ the ~~office~~work ~~full~~arrangements ~~time,~~that ~~many of our colleagues~~ are ~~working~~most ~~in hybrid work environments~~effective, ~~with some flexibility to work remotely on various days. We believe this structure maintains strong productivity~~productive, and ~~collaboration,~~efficient ~~cultivates a strong internal culture, and is also beneficial~~ for ~~talent retention~~them. ~~Our approach to the workplace presents challenges, as well as opportunities, for managing teams and supporting employees.~~ We also continue to support our workforce through ongoing and new initiatives, including enhanced manager training to strengthen team cohesion across various work models, encouragement of healthy work habits, active engagement with employee feedback, and a continued focus on mental health awareness.

By empowering our teams to embrace an entrepreneurial mindset and to take calculated risks, we foster an environment where our people can thrive. We believe that we deploy best-in-class recruiting practices to attract new talent, and we encourage our people to pursue satisfying, long-term career opportunities with us by providing competitive compensation benefits and well-being programs and by offering numerous learning and development programs to encourage career growth and progression.

Sustainability. We recognize the synergies between corporate citizenship and smart business and are committed to focusing on, and measuring the impact of, our sustainability activities, which are rooted in our core tenets of creativity, innovation, and efficiency. We believe sustainability creates value for all stakeholders, including employees and customers, while also helping to mitigate risks, reduce costs, protect brand value, and identify market opportunities. We have an organization-wide Sustainability Committee, overseen by ~~the~~our Board of Directors (the "Board"), to lead our sustainability efforts. Through this committee, we developed a comprehensive, Sustainability Framework that reflects our top priority issues and stakeholder needs.

Community & Engagement. We firmly believe that diversity of thought drives the innovation that is integral to our success. We strive to provide an inclusive workplace in which everyone feels respected, heard, and safe. Our culture, grounded in compassion, collaboration, and a commitment to excellence, supports an inclusive and welcoming environment for our employees, prospective employees and the broader community.

Talent Assessment & Development and Employee Experience. We are committed to internal growth opportunities and career development tracks. We recognize the importance of our employees staying current in an ever-changing industry. Our global Learning & Development team curates a wide variety of training materials and programs targeting both hard skills development and career progression as well as programs in leadership development and employee round tables. Our compliance training program seeks to ensure that our employees recognize and report any signs of harassment, discrimination,

~~Community~~retaliation, &or ~~Engagement. We~~other ~~firmly~~inappropriate ~~believe~~behaviors ~~that~~in ~~diversity of thought drives~~ the ~~innovation that is integral to our success. We strive to provide an inclusive~~ workplace ~~in which everyone feels respected, heard,~~ and ~~safe.~~that ~~Our~~they ~~culture,~~understand ~~grounded in compassion, collaboration,~~ and aabide ~~commitment~~by toour ~~excellence,~~Code ~~supports~~of anBusiness ~~inclusive~~Conduct and ~~welcoming~~other ~~environment~~internal ~~for prospective employees and the broader community~~policies.

Our learning and development programs are designed to be closely aligned with our performance management process and succession planning. Our formalized performance management process provides the platform for evaluating each individual employee’s contributions to the team and our success, with a focus on regular communication and transparency. We work hard to ensure that development opportunities are individually tailored and that all decisions regarding hiring, career progression, and compensation are based on qualifications, work ethic, and job performance.

Beyond formal performance management, we stay connected with our teams throughout the year with global town hall meetings and engagement and "pulse" surveys. The feedback generated through these tools helps to ensure we are providing a supportive, dynamic, and stimulating work environment for all of our employees. These efforts and more contributed to Take-Two being named one of Forbes' Best Mid-Size Employers list for ~~four~~five of the last six years and certified as a Great Place to Work by Fortune every year from 2020 through ~~2025~~2026 (including in the U.K. in 2025 and 2026).

Compensation and Benefits. The main objectives of our compensation and benefit programs are to attract, retain, motivate, and reward our employees, who operate in a highly competitive and technologically challenging environment. We offer competitive compensation packages designed to incentivize high individual and company performance. We regularly review our compensation and benefits packages from both an internal and external standpoint to ensure competitiveness, including through industry benchmarking analysis. We seek to link compensation (including annual changes in compensation) to our overall and business unit performance, as well as each individual’s contribution to the results achieved. The emphasis on our overall performance is intended to align our employees’ financial interests with the interests of our shareholders. In addition to awarding Restricted Stock Units to employees at certain levels, we also offer an Employee Stock Purchase Plan to further align the interests of our employees with our shareholders.

We also provide a comprehensive benefits package that includes traditional offerings, such as medical, dental vision, retirement, disability, accident and life insurance, prescription drugs, and leaves, and also includes programs such as fitness reimbursement, mental health benefits, mental health awareness training for Human Resources personnel and managers throughout the Company, and charitable giving with a company match.

Item 1A. Risk Factors

Our business is subject to many risks and uncertainties, which may affect our future financial performance. Because of the risks and uncertainties described below, as well as other factors affecting our operating results and financial condition, past financial performance should not be considered to be a reliable indicator of future performance and our business and financial performance could be harmed and the market value of our securities could decline. These risks are not presented in order of importance or probability of occurrence.

Summary of Risk Factors

Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to:

Risks relating to our business and industry

•Our industry is highly competitive

•Uncertainty of achieving market acceptance, delays or disruptions for our products may have an adverse effect

•We face development risks and must adapt to changes in software technologies

•~~The~~We ~~development~~are ~~and~~dependent ~~use~~on ofthe ~~artificial~~timing ~~intelligence~~of ~~("AI") into~~ our ~~products~~product ~~may present operational and reputational risks~~releases

•~~Increased~~We ~~use~~are ofdependent ~~mobile~~on ~~devices~~the ~~for~~future ~~gaming~~success ~~will~~of ~~drive~~our ~~future~~Grand ~~growth~~Theft ofAuto ~~mobile~~products ~~gaming~~and other hit titles

•~~Increased~~The ~~competition~~development, ~~for~~use, ~~retailer~~and ~~support~~incorporation ~~could~~of ~~increase~~artificial ~~expenses~~intelligence ("AI") into our products and within our industry may present operational, reputational, financial, and competition risks

•Our ability to develop successful products for current video game platforms

•We require approval of hardware licensors to publish titles

•Reliance on complex information technology systems and networks and potential adverse impact of security breaches

•Potential adverse impact of inadequate consumer data protection

•Dependence on key management and product development personnel

•Attracting, managing, and retaining our talent is critical to our success

•Offensive consumer-created content can harm our results of operations or reputation

•We rely on software development arrangements with third parties

•The risk of distributors, development, and licensing partners or other third parties being unable to honor their commitments or otherwise putting our brand at risk

•Increasing importance of digital sales and free-to-play games exposes us to the risks of that business model

•We must compete for advertisements and offers that are incorporated into our free-to-play games

•Our acquisitions and investments may not have the anticipated results

•International operations risks

•The loss of server capacity, lack of sufficient bandwidth, or connectivity issues could cause our business to suffer

•Use of open-source software exposes us to risks

•Our software is susceptible to errors

•The continued ability to acquire and maintain ~~license~~licenses to intellectual property is key

•We may experience declines or fluctuations in the recurring portion of our business

•We are dependent on the timing of our product releases

•We are dependent on the future success of our Grand Theft Auto products and other hit titles

•Adverse effects of price protection and returns

•Increased competition for retailer support could increase expenses

•A limited number of customers account for a significant portion of our sales

•Content policies could negatively affect sales

•ESRB ratings for our products could negatively affect our ability to distribute and sell

•The competitive position and value of our products could be adversely affected by unprotected intellectual property

•The value of our virtual items is highly dependent on how we manage the economies in our games

•There is potential for unauthorized or fraudulent transactions of accounts and virtual items outside of our games

•We have a significant amount of outstanding debt

Risks related to legal or regulatory compliance

•Government regulation of the Internet can affect our business

•Legislation could subject us to claims or otherwise harm our business

•Failure to comply with laws and regulations, including data privacy, could harm our business

•Adverse effect of alleged or actual infringement on the intellectual property rights of third parties

Risks related to financial and economic condition

•We have a significant amount of outstanding debt

•Provisions in our charter documents and debt agreements may impede or discourage a takeover

•Adverse effects of changes in tax rates and additional tax liabilities

•Our ability to use net operating losses and tax credit carryforwards may be limited by an ownership change

•We are subject to risks and uncertainties of international trade, including foreign currency fluctuations

•Potential adverse effects of existing or future accounting standards

•Adverse effects of declines in consumer spending and changes in the economy

General Risk Factors

•Additional issuances or sales of equity securities by us would dilute the ownership of our existing stockholders and could adversely affect the market price of our common stock

•We are subject to risks related to corporate and social responsibility and reputation

•Catastrophic events and climate change may have a long-term impact on our business

•We may be adversely affected by the effects of inflation

•We are and may become involved in legal proceedings that may result in adverse outcomes

Risks relating to our business and industry

The interactive entertainment software industry is highly competitive.

We compete for both licenses to properties and the sale of interactive entertainment software with Sony and Microsoft, each of which is a large developer and marketer of software for its own platforms. We also compete with game publishers, such as Electronic Arts ~~Inc.~~, Embracer Group, ABEpic Games, Microsoft, Nintendo, Playrix, Playtika, Roblox, Savvy Games, Sony, Tencent, and Ubisoft ~~Entertainment S~~.A. We also face competition from online game developers and distributors who have primarily focused on specific international markets and with high-profile companies with significant online presences with new and expanded mobile gaming offerings, such as Apple, Google, and Microsoft. In addition, the gaming, technology/Internet, and entertainment industries have converged in recent years and larger, well-funded technology companies are pursuing and strengthening their interactive entertainment capabilities. As our business is dependent upon our ability to develop hit titles, which require increasing budgets for development and marketing, the availability of significant financial resources has become a major competitive factor in developing and marketing software games. Some of our competitors have greater financial, technical, personnel, and other resources than we do and are able to finance larger budgets for development and marketing, make higher offers to licensors and developers for commercially desirable properties, adopt more aggressive pricing policies to develop more commercially successful video game products than we do, recruit our key creative and technical talent or otherwise disrupt our operations. Internationally, local competitors may have a greater brand recognition than us in their local country and

specific international markets and with high-profile companies with significant online presences with new and expanded mobile gaming offerings, such as Apple, Google, and Microsoft. In addition, the gaming, technology/Internet, and entertainment industries have converged in recent years and larger, well-funded technology companies are pursuing and strengthening their interactive entertainment capabilities. As our business is dependent upon our ability to develop hit titles, which require increasing budgets for development and marketing, the availability of significant financial resources has become a major competitive factor in developing and marketing software games. Some of our competitors have greater financial, technical, personnel, and other resources than we do and are able to finance larger budgets for development and marketing, make higher offers to licensors and developers for commercially desirable properties, adopt more aggressive pricing policies to develop more commercially successful video game products than we do, recruit our key creative and technical talent or otherwise disrupt our operations. Internationally, local competitors may have a greater brand recognition than us in their local country and a stronger understanding of local culture and commerce. They may also offer their products and services in local languages we do not offer. Additionally, competitors may develop content that imitates or competes with our best-selling games, including by using AI to do so, potentially reducing our sales or our ability to charge the same prices we have historically charged for our products. These competing products may take a larger share of consumer spending than anticipated, which could cause our product sales to fall below expectations. Our titles also compete with other forms of entertainment, such as social media, in addition to motion pictures, television, short-form video, and audio and video products featuring similar themes, online computer programs and other entertainment, which may be less expensive or provide other advantages to consumers.

A number of software publishers who compete with us have developed and commercialized or are currently developing online and mobile games. Technological advances, including advances in AI technology, that significantly increase the availability of online and mobile games could result in a decline in our platform-based software sales and negatively affect sales of such products. Other large companies that to date have not actively focused on mobile and social games may decide to develop mobile and social games or partner with other developers. Some of these current and potential competitors have significant resources for developing or acquiring additional games, may be able to incorporate their own strong brands and assets into their games, have a more diversified set of revenue sources than we do and may be less severely affected by changes in consumer preferences, regulations or other developments that may impact our industry.

As there are relatively low barriers to entry to develop a mobile or online game, we expect new game competitors to enter the market and existing competitors to allocate more resources to develop and market competing games and applications. We also compete or will compete with a vast number of small companies and individuals who are able to create and launch games and other content for devices and platforms using relatively limited resources, including AI resources, and with relatively limited start-up time or expertise. The proliferation of titles in these open developer channels makes it difficult for us to differentiate ourselves from other developers and to compete for players without substantially increasing our marketing expenses and development costs. Increasing competition could result in loss of players, increasing player acquisition and retention costs, and loss of talent, all of which could harm our business, financial condition or results of operations.

Moreover, current and future competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with others, including our current or future business partners or third-party software providers. By doing so, these competitors may increase their scale, their ability to meet the needs of existing or prospective players and compete for similar human capital. If we are unable to compete effectively, successfully and at a reasonable cost against our existing and future competitors, our results of operations, cash flows and financial condition would be adversely impacted.

Additionally, we compete with other forms of entertainment and leisure activities. While we monitor general market conditions, significant shifts in consumer demand that could materially alter public preferences for different forms of entertainment and leisure activities are difficult to predict. Failure to adequately identify and adapt to these competitive pressures could have a negative impact on our business.

The inability of our products to achieve significant market acceptance, the failure to retain existing players, delays in product releases or disruptions following the commercial release of our products may have a material adverse effect on our business, financial condition and operating results.

New products may not achieve significant market acceptance, generate sufficient sales, or be introduced in a timely manner to permit us to recover development, manufacturing and marketing costs associated with these products. These products or enhancements may not be well-received by consumers, even if well-reviewed and of high quality. The life cycle of a console or PC title generally involves a relatively high level of sales during the first few months after introduction followed by a rapid decline in sales. Because sales associated with an initial product launch on console or PC generally constitute a high percentage of the total sales associated with the life of a product, delays in product releases or disruptions following the commercial release of one or more new products could have a material adverse effect on our business, financial condition, and operating results and therefore cause our operating results to be materially different from our expectations.

In addition, to retain players, we must devote significant resources so that players stay engaged, which could also result in attracting them to our other games. We might not succeed in our efforts to increase monetization rates, particularly if we are unable to retain our paying players. If we fail to grow or sustain the number of our paying players, if the rates at which we attract and retain paying players declines (whether due to financial hardship as a result of an economic downturn or for any other reason), or if the average amount our players pay declines, our financial results could be negatively affected.

We are subject to product development risks which could result in delays and additional costs, and we must adapt to changes in software technologies.

We depend on our internal development studios and third-party software developers to develop new interactive entertainment software within anticipated release schedules and cost projections. The development cycle for new titles generally ranges from 12 months or less for most mobile titles and annual console/PC sports releases, to multiple years for certain of our top-selling titles. Therefore, our development costs can be substantial. If we or our third-party developers experience unanticipated development delays, financial difficulties, or additional costs, for example, as a result of unforeseen circumstances, we may not be able to release titles according to our schedule and at budgeted costs. There can be no assurance that our products will be sufficiently successful so that we can recoup these costs or make a profit on these products. For our products with live services, we are required to support continued development. There can be no assurance that these continued efforts will generate sufficient revenue to offset these costs.

Additionally, in order to stay competitive, our internal development studios must anticipate and adapt to rapid technological changes affecting software development, such as cloud-based game streaming, and evolving business models, such as free-to-play and subscription-based access to a portfolio of interactive content. Rapid changes in our industry require us to anticipate, sometimes years in advance, the ways in which our products and services will be competitive in the market. We have invested, and in the future may invest, in new business and marketing strategies, technologies, distribution methods, products, and services. However, forecasting the financial impact of any such strategic investment is inherently uncertain and volatile. Supporting a new technology or business model, for example, may require partnering with a new platform, business, or technology partner, which may be on terms that are less favorable to us than those for traditional technologies or business models. There can be no assurance that these strategic investments will achieve expected returns. Any inability to respond to technological advances and implement new technologies could render our products obsolete or less marketable. Further, the failure to pursue the development of new technology, platforms, or business models that obtain meaningful commercial success in a timely manner may negatively affect our business, resulting in increased production or development costs and more strenuous competition. 9

~~Our~~certain ~~reputation~~of ~~and~~our ~~brand~~top-selling ~~could~~titles. ~~also~~Therefore, beour ~~adversely~~development ~~affected.~~costs Wecan ~~also~~be ~~may~~substantial. ~~miss~~If ~~opportunities~~we or ~~fail~~our tothird-party ~~respond~~developers ~~quickly~~experience ~~enough~~unanticipated todevelopment ~~adopt~~delays, ~~technology~~financial difficulties, or ~~distribution~~additional ~~methods~~costs, orfor ~~develop products~~example, ~~services~~as a result of unforeseen circumstances, orwe ~~new~~may ~~ways~~not be able to ~~engage~~release ~~with~~titles according to our ~~games~~schedule ~~that~~and ~~become~~at ~~popular~~budgeted ~~with~~costs. ~~consumers,~~There ~~which~~can ~~could~~be ~~adversely~~no ~~affect~~assurance that our ~~financial~~products ~~results.~~will Inbe ~~either~~sufficiently ~~case,~~successful so that we can recoup these costs or make a profit on these products. For our products ~~and~~with live services, ~~may~~we are required to support continued development. There can be ~~technologically~~no ~~inferior~~assurance tothat ~~those~~these ofcontinued ~~our~~efforts ~~competitors,~~will ~~less~~generate ~~appealing~~sufficient revenue to ~~consumers,~~offset orthese ~~both~~costs.

~~The~~Additionally, in order to stay competitive, our internal development studios must anticipate and ~~use~~adapt ofto ~~artificial~~rapid ~~intelligence~~technological (“changes affecting software development, such as cloud-based game streaming and AI”) ~~into~~technologies, and evolving business models, such as free-to-play and subscription-based access to a portfolio of interactive content. Rapid changes in our industry require us to anticipate, sometimes years in advance, the ways in which our products and services will be competitive in the market. We have invested, and in the future may ~~present~~invest, ~~operational~~in new business and ~~reputational~~marketing ~~risks~~strategies, technologies, distribution methods, products, and services. However, forecasting the financial impact of any such strategic investment is inherently uncertain and volatile. Supporting a new technology or business model, for example, may require partnering with a new platform, business, or technology partner, which may be on terms that are less favorable to us than those for traditional technologies or business models. There can be no assurance that these strategic investments will achieve expected returns. Any inability to respond to technological advances and implement new technologies could render our products obsolete or less marketable. Further, the failure to pursue the development of new technology, platforms, or business models that obtain meaningful commercial success in a timely manner may negatively affect our business, resulting in increased production or development costs and more strenuous competition.

~~The~~We ~~growth~~also ofmay AImiss ~~technologies~~opportunities inor ~~our~~fail ~~industry~~to ~~has~~respond ~~influenced~~quickly ~~game~~enough ~~production~~to ~~for~~adopt ~~developers and gaming experience for players. The use of this new and emerging~~ technology, which is in its early stages of wider-spread commercial use, presents social and ethical issues that may result in legal and reputational harm and liability. Any integration of any AI technologies into our products or ~~services~~distribution ~~may~~methods ~~result in new~~ or ~~enhanced~~develop ~~governmental or regulatory scrutiny~~products, ~~litigation~~services, ~~confidentiality~~ or ~~security~~new ~~risks,~~ways ~~ethical~~to ~~concerns,~~engage ~~negative~~with ~~user~~our ~~perceptions~~games asthat tobecome ~~automation~~popular ~~and~~with AIconsumers, orwhich ~~other complications that~~ could adversely affect our ~~business, reputation, or~~ financial results. ~~Uncertainty~~In ~~around~~either ~~new and emerging AI technologies~~case, such as generative AI, may require additional investment in the development of appropriate protections and safeguards for handling the use of data with AI technologies, which may be costly and could increase our expenses. Further, intellectual property ownership surrounding AI technologies has not been fully addressed by U.S. courts or other federal or state laws or regulations, and the use or adoption of third-party AI technologies into our products and services may ~~result~~be intechnologically ~~exposure~~inferior to ~~claims~~those of ~~copyright infringement or other intellectual property misappropriation. While the impact of AI on~~ our ~~industry is still emerging and uncertain~~competitors, tomore ~~the~~expensive ~~extent our competitors successfully implement AI technologies into their products or services and we fail~~ to ~~adopt AI technologies effectively or experience delays in integrating these technologies into our operations~~create, weless ~~may~~appealing ~~face significant risks~~ to ~~our competitive position~~consumers, ~~financial~~or ~~performance,~~all ~~and~~of ~~long-term~~the ~~growth prospects~~above.

IfOur quarterly and annual operating results are dependent on the ~~use~~release of ~~mobile~~hit ~~devices~~titles asand ~~game~~therefore ~~platforms~~dependent ~~and~~on the ~~proliferation~~timing of ~~mobile~~our ~~devices~~product ~~generally~~releases, dowhich ~~not~~may ~~increase,~~cause our ~~business~~quarterly ~~could~~operating beresults ~~adversely~~to ~~affected.~~fluctuate significantly.

~~Following~~We ~~our~~have ~~acquisition~~experienced and may continue to experience wide fluctuations in quarterly operating results. The release of ~~Zynga~~a hit title typically leads to a high level of sales during the first few months after introduction followed by a rapid decline in sales. In addition, anthe interactive entertainment industry is highly seasonal, with sales typically higher during the fourth calendar quarter, primarily due to increased ~~percentage~~demand for games during the holiday season. Demand for and sales of titles in our ~~operations~~NBA ~~consists~~2K series are also seasonal in that they are typically released just prior to the start of ~~mobile~~the ~~gaming~~NBA season. ~~The~~If ~~number~~a ofkey ~~people~~event ~~using~~or ~~mobile~~sports ~~Internet-enabled~~season ~~devices~~to ~~has~~which ~~increased~~our ~~dramatically~~product ~~over~~release ~~time~~schedule is tied were to be delayed or interrupted, our sales might also suffer disproportionately. Our failure or inability to produce hit titles or introduce products on a timely basis to meet seasonal fluctuations in demand could adversely affect our business, financial condition and weoperating results. The uncertainties associated with software development, manufacturing lead times, production delays and the approval process for products by hardware manufacturers and other licensors make it difficult to predict the quarter in which our products will ship and therefore may cause us to fail to meet financial expectations. We also expect that ~~this~~a ~~trend~~relatively limited number of popular franchises will continue to produce a disproportionately high percentage of our revenues and profits. ~~However~~Due to this dependence on a limited number of franchises, the ~~mobile~~failure ~~market~~to achieve anticipated results by one or more products based on these franchises could negatively impact our business. Additionally, ~~particularly~~if the ~~market~~popularity ~~for~~of ~~mobile~~a ~~games~~franchise declines, ~~may~~as ~~not~~has ~~grow~~happened in the ~~way~~past with other popular franchises, we ~~anticipate.~~may ~~Our~~have to write off the unrecovered portion of the underlying intellectual property assets, which could negatively impact our business.

We are dependent on the future success of our Grand Theft Auto products and other hit titles, and we must continue to publish hit titles or sequels to such hit titles in order to compete successfully in our industry.

Grand Theft Auto and certain of our other titles, such as NBA 2K, are hit products and have historically accounted for a substantial portion of our revenue. Grand Theft Auto products contributed 12.4% of our net revenue for the fiscal year ended March 31, 2026, and the five best-selling franchises (including Grand Theft Auto), which may change year over year, in the aggregate accounted for 54.3% of our net revenue for the fiscal year ended March 31, 2026. If we fail to continue to develop and sell new commercially successful hit titles or sequels to such hit titles or experience any delays in product releases or disruptions following the commercial release of our hit titles or their sequels, our revenue and profits may decrease substantially, and we may incur losses. In addition, competition in our industry is intense and a relatively small number of hit titles account for a large portion of total revenue in our industry. Hit products offered by our competitors may take a larger share of consumer spending than we anticipate, which could cause revenue generated from our products to fall below our expectations. If our competitors develop more successful products or services at lower price points or based on payment models perceived as offering better value, or if we do not continue to develop consistently high quality and well-received products and services, our revenue and profitability may decline. In addition, both the online and mobile games marketplaces are

~~future~~characterized ~~success~~by isfrequent ~~substantially~~product ~~dependent~~introductions, ~~upon~~relatively ~~the~~low ~~continued~~barriers ~~growth~~to ofentry, ~~the~~and ~~market~~new ~~for~~and ~~mobile~~evolving ~~games.~~business ~~In addition~~methods, wetechnologies doand ~~not~~platforms ~~currently~~for ~~offer our games on all mobile devices~~development. IfWidespread ~~the~~consumer ~~mobile~~adoption ~~devices~~of onthese ~~which~~new ~~our~~platforms for games ~~are~~and ~~available~~other ~~decline~~technological inadvances ~~popularity or become obsolete faster than anticipated, we could experience a decline~~ in ~~revenue~~ and/or ~~may~~new ~~not~~business ~~achieve~~or ~~the~~payment ~~anticipated~~models ~~return on our development efforts. Any such declines~~ in ~~the~~online ~~growth of the mobile market~~ or ~~in the use of~~ mobile ~~devices~~game ~~for~~offerings ~~games~~ could ~~harm~~negatively affect our ~~business,~~sales ~~financial~~of ~~condition~~console orand ~~results~~traditional ofPC ~~operations~~products.

~~Increased~~The ~~competition~~development, ~~for~~use, ~~limited shelf space~~ and ~~promotional~~incorporation ~~support~~of ~~from~~artificial ~~retailers~~intelligence ~~could~~(“AI”) ~~affect~~into ~~the success of~~ our ~~business~~products and ~~require~~within usour toindustry ~~incur~~may ~~greater~~present ~~expenses~~operational, toreputational, ~~market~~financial, ~~our~~and ~~titles~~competition risks.

~~While~~The ~~digital~~growth ~~sales~~of ~~are~~AI ~~increasingly~~technologies ~~important~~in to our ~~business,~~industry ~~for~~has ~~physical~~influenced ~~sales,~~game ~~retailers~~production ~~have~~for ~~limited~~developers ~~shelf space~~ and ~~promotional~~gaming ~~resources.~~experience ~~Competition is intense among newly introduced interactive entertainment software titles~~ for ~~adequate~~players. ~~levels~~The ofuse ~~shelf space~~ and ~~promotional~~incorporation ~~support,~~of ~~with~~these ~~most~~technologies ~~and~~are ~~highest~~in ~~quality~~the ~~shelf~~early ~~space~~stages ~~devoted~~of towider-spread ~~those~~commercial ~~products~~use ~~expected~~in toour beindustry; ~~best~~this ~~sellers.~~presents Wesocial ~~cannot~~and beethical ~~certain~~issues that ~~our new products will consistently achieve bestseller status. Competition for retail shelf space is expected to continue to increase, which~~ may ~~require~~result usin tolegal ~~increase~~and ~~our~~reputational ~~marketing~~harm ~~expenditures~~and toliability. ~~maintain~~Any ~~desirable~~integration ~~sales levels~~ of ~~our~~any ~~titles.~~AI ~~Competitors~~technologies ~~with~~into ~~more~~our ~~extensive~~products ~~lines~~or ~~and~~services ~~more~~may ~~popular~~result ~~titles~~in ~~may~~new ~~have~~or ~~greater~~enhanced ~~bargaining~~governmental ~~power~~or ~~with~~regulatory ~~retailers.~~scrutiny, ~~Accordingly~~litigation, weconfidentiality ~~may~~or ~~not~~security ~~be able~~risks, orethical weconcerns, ~~may~~negative ~~have~~user toperceptions ~~pay~~as ~~more than our competitors,~~ to ~~achieve~~automation ~~similar levels of promotional support~~ and ~~shelf space. Similarly~~AI, asor ~~digital~~other ~~sales~~complications ~~increase~~that incould ~~importance~~adversely toaffect our business, ~~there~~reputation, isor ~~increasing~~financial ~~competition for premium placements of products on websites~~results. ~~Such placement is subject to many risks similar to the physical shelf space risks discussed above.~~

The AI regulatory landscape is evolving, and we may be required to dedicate additional operational and financial resources to ensure compliance with new legal requirements. For instance, the European Union ("E.U.") Artificial Intelligence Act entered into force in August 2024, with some provisions becoming enforceable between February 2025 and August 2027, subject to a likely delay of the Act's high-risk enforcement until December 2027. In the U.S., some states have enacted general purpose AI laws, while others have enacted use-case specific AI laws; other states may enact similar laws in the future, which will add complexity to our compliance efforts. This uncertainty may require additional investments in oversight and the development of protections and safeguards to ensure compliance, including to the extent any personal information is processed by such technologies.

However, even with safeguards and oversight in place, the development and deployment of AI technologies may nevertheless pose risks. For example, our employees, contractors, vendors, or other partners may use AI tools in ways that are inconsistent with our policies or expectations, including by entering confidential, proprietary, personal, or regulated information into third-party AI services, and some AI providers may have limited operating histories or governance processes, any of which could compromise our information, expose us to legal or regulatory claims, or harm our reputation. Additionally, the data sets used to train the underlying models may be flawed, the AI tools may function in an unexpected manner, or generate biased, incorrect, or inappropriate content, which could negatively impact the performance or perception of our products and brand, incur regulatory scrutiny, or impose legal liability. Further, intellectual property ownership surrounding AI technologies has not been fully addressed by U.S. courts or other federal or state laws or regulations, and the use or adoption of third-party AI technologies into our products and services may result in exposure to claims of copyright infringement, other intellectual property misappropriation, or uncertainty regarding copyright ownership of AI-generated assets.

While the impact of AI on our industry is still emerging and uncertain, to the extent our competitors successfully implement AI technologies into their products or services more effectively or efficiently than we do, are able to imitate or compete more easily with our products, or if we fail to anticipate and respond to changing industry standards or consumer demand, or experience delays in integrating these technologies into our operations, we may face significant risks to our competitive position, financial performance, and long-term growth prospects.

Our business is subject to our ability to develop commercially successful products for the current video game platforms.

We derive a significant portion of our revenue from the sale of products made for video game platforms manufactured by third parties, such as Sony's PlayStation consoles and Microsoft's Xbox consoles, which comprised 3739.30% of our net revenue by product platform for the fiscal year ended March 31, ~~2025~~2026. The success of our business is subject to the continued popularity of these platforms and our ability to develop commercially successful products for these platforms. We also rely on the availability of an adequate supply of these video game consoles (which sometimes has been negatively affected by supply chain issues, and which has been and could be affected by an increase in tariffs or trade restrictions on component parts) and the continued support for these consoles by their manufacturers, including our ability to reach consumers via the online networks operated by these console manufacturers. Increased prices of these video game consoles could also lead to lower consumer demand. If the consoles for which we develop new software products or modify existing products do not attain significant consumer acceptance, or consumer demand for such products decreases, we may not be able to recover our development costs, which could be significant and may further incur expense to adjust our products and development efforts in response to changing consumer preferences.

Historically, when next generation consoles are announced or introduced into the market, consumers have typically reduced their purchases of products for prior-generation consoles in anticipation of purchasing a next-generation console and products for that console. During these periods, sales of the products we publish may decline until new platforms achieve wide consumer acceptance. Console transitions may have a comparable impact on sales of downloadable content, amplifying the impact on our revenues. This decline may not be offset by increased sales of products for the next-generation consoles. In addition, as console hardware moves through its life cycle, hardware manufacturers typically enact price reductions, and decreasing prices may put downward pressure on software prices. During console transitions, we may simultaneously incur costs both in continuing to develop and market new titles for prior-generation video game platforms, which may not sell at premium prices, and also in developing products for next-generation platforms, which may not generate immediate or near-term revenues. As a result, our business and operating results may be more volatile and difficult to predict during console transitions than during other times.

Additionally, we derive a significant portion of our revenue from distribution of our games on the Apple App Store and the Google Play Store, and the virtual items we sell in our games are purchased using the payment processing systems of these platform providers. In the fiscal year ended March 31, 2025, we derived 92.9% of our mobile revenue on Apple and Google platforms. We are subject to the standard policies and terms of service of third-party platforms, which govern the promotion, distribution, content and operation generally of games on the platform. Each platform provider has broad discretion to change and interpret its terms of service and other policies with respect to us and other developers, and those changes may be unfavorable to us. A platform provider may also change its fee structure, add fees associated with access to and use of its platform, alter how we are able to advertise on the platform, change how the personal information of its users is made available to application developers on the platform, limit the use of personal information for advertising purposes, or restrict how players can share information with their friends on the platform or across platforms. For example, in April 2021, Apple began requiring developers to get explicit permission from users, on an app-by-app basis, to use the identifier-for-advertisers, a device identifier assigned by Apple to each of its devices and used by advertisers to attribute app installs to advertising campaigns, target users through user acquisition, and deliver targeted ads. These requirements are known as Apple's AppTracking Transparency framework and have been maintained in subsequent versions of Apple iOS. Additionally, in February 2022, Google announced plans to make privacy-focused changes to its Android advertising identifiers after a two-year process, taking into account feedback from developers, regulators and other interested parties. Also, beginning January 2024, Google began requiring

~~publishers~~impact ~~and~~on ~~developers~~our ~~using~~revenues. ~~certain~~This ~~Google~~decline ~~advertising~~may ~~products~~not tobe ~~serve~~offset ~~ads~~by inincreased sales of products for the Unext-generation consoles.K. orIn ~~European~~addition, ~~Union~~as ~~("E.U.")~~console tohardware ~~use~~moves athrough ~~Google~~its ~~certified~~life ~~consent~~cycle, ~~management~~hardware ~~platform~~manufacturers typically enact price reductions, and decreasing prices may put downward pressure on software prices. WeDuring ~~continue~~console transitions, we may simultaneously incur costs both in continuing to ~~evaluate~~develop ~~how~~and ~~these~~market ~~rules~~new ortitles ~~changes~~for prior-generation video game platforms, which may ~~affect~~not ~~our~~sell ~~business~~at premium prices, ~~operations~~and also in developing products for next-generation platforms, which may not generate immediate or near-term revenues. As a result, our business and ~~financial~~operating results may be more volatile and difficult to predict during console transitions than during other times.

Additionally, we derive a significant portion of our revenue from distribution of our games on the Apple App Store and the Google Play Store, and the virtual items we sell in our games are purchased using the payment processing systems of these platform providers. In the fiscal year ended March 31, 2026, we derived 91.0% of our mobile revenue on Apple and Google platforms. We are subject to the standard policies and terms of service of third-party platforms, which govern the promotion, distribution, content and operation generally of games on the platform. Each platform provider has broad discretion to change and interpret its terms of service and other policies with respect to us and other developers, and those changes may be unfavorable to us. A platform provider may also change its fee structure, add fees associated with access to and use of its platform, alter how we are able to advertise on the platform, change how the personal information of its users is made available to application developers on the platform, limit the use of personal information for advertising purposes, or restrict how players can share information with their friends on the platform or across platforms. For example, in April 2021, Apple began requiring developers to get explicit permission from users, on an app-by-app basis, to use the identifier-for-advertisers, a device identifier assigned by Apple to each of its devices and used by advertisers to attribute app installs to advertising campaigns, target users through user acquisition, and deliver targeted ads. These requirements are known as Apple's AppTracking Transparency framework and have been maintained in subsequent versions of Apple iOS. Additionally, in February 2022, Google announced plans to make privacy-focused changes to its Android advertising identifiers after a two-year process, taking into account feedback from developers, regulators and other interested parties. Also, beginning January 2024, Google began requiring publishers and developers using certain Google advertising products to serve ads in the U.K. or E.U. to use a Google certified consent management platform. We continue to evaluate how these rules or changes may affect our business, operations and financial results.

In addition, third-party platforms also impose certain file size limitations, which may limit the ability of players to download some of our larger games in over-the-air updates. Aside from these over-the-air file size limitations, a larger game file size could cause players to delete our games once the file size grows beyond the capacity of their devices’ storage limitations or could reduce the number of downloads of these games.

~~Such~~The changes ofto the terms of use with third-party platforms described above may decrease the visibility or availability of our games, limit our distribution capabilities, prevent access to our existing games, reduce the amount of revenue and bookings we may recognize from in-game purchases, increase our costs to operate on these platforms or result in the exclusion or limitation of our games on such platforms. Any such changes could adversely affect our business, financial condition or results of operations.

Moreover, if we violate, or a platform provider believes we have violated, its terms of service (or if there is any change or deterioration in our relationship with these platform providers), that platform provider could limit or discontinue our access to the platform. A platform provider could also limit or discontinue our access to the platform if it establishes more favorable relationships with one or more of our competitors or it determines that we are a competitor. Any limit or discontinuation of our access to any platform could adversely affect our business, financial condition or results of operations. Furthermore, obtaining and maintaining high ratings of our games on the third-party platforms on which we operate ~~are~~is important as they help drive players to find our games. If the ratings of any of our games decline or if we receive significant negative reviews that result in a decrease in our ratings, our games could be more difficult for players to find or recommend. In addition, we may be subject to negative review campaigns or defamation campaigns intended to harm our ratings. Any such decline may lead to loss of players and revenues, additional advertising and marketing costs, and ~~reputation~~reputational harm.

We also rely on the continued popularity, customer adoption, and functionality of third-party platforms. In the past, some of these platform providers have been unavailable for short periods of time or experienced issues with their in-app purchasing functionality. If either of these events recurs on a prolonged, or even short-term, basis or other similar issues arise that impact players’ ability to access our games, access social features or purchase a license to virtual items, our business, financial condition, results of operations or reputation may be harmed.

We cannot publish our titles without the approval of hardware licensors that are also our competitors, and we rely on a limited number of channel partners, some of whom influence the fee structures for online distribution of our games on their platforms.

We are required to obtain licenses from certain of our competitors, including Sony and Microsoft, to develop and publish titles for their respective hardware platforms. Our existing platform licenses require that we obtain approval for the publication of new titles on a title-by-title basis. As a result, the number of titles we are able to publish for these hardware platforms, our ability to manage the timing of the release of these titles, and, accordingly, our net revenue from titles for these hardware platforms, may be limited. If a licensor chooses not to renew or extend our license agreement at the end of its current term, or if a licensor were to terminate our license for any reason or does not approve one or more of our titles, we may be unable to publish that title as well as additional titles for that licensor's platform. During or following a console transition, like the one that occurred in 2020, hardware platform manufacturers may seek to change the terms governing our relationships with them. Termination of any such agreements or disapproval of titles could seriously hurt our business and prospects. We may be unable to continue to enter into license agreements for certain current generation platforms on satisfactory terms or at all. Failure to enter into any such agreement could also seriously hurt our business. In addition, because our products compete with a vast array of other interactive entertainment software products that also are available on these hardware platforms, a hardware platform manufacturer may give priority to those competing products.

In addition, platform providers, such as Sony and Microsoft, control the networks over which consumers purchase digital products and services for their platforms and through which we provide online game capabilities for our products. The control that these platform providers have over consumer access to our games, the fee structures and/or retail pricing for products and services for their platforms and online networks and the terms and conditions under which we do business with them could impact the availability of our products or the volume of purchases of our products made over their networks and our profitability. The networks provided by these platform providers are the exclusive means of selling and distributing our content on these platforms. If the platform provider establishes terms that restrict our offerings on its platform, significantly alters the financial terms on which these products or services are offered, or does not approve the inclusion of content on its platform, our business could be negatively impacted. Increased competition for digital “shelf space” has put channel partners in more favorable bargaining positions in relation to such terms of distribution.

12We also derive significant revenues from distribution on third‑party mobile and web platforms, such as the Apple App Store, the Google Play Store, and Facebook, which are also our direct competitors and, in some cases, the exclusive means through which our content reaches gamers on those platforms, and most of the virtual currency we sell is purchased using these platform providers’ payment processing systems. Because of the significant use of our games on mobile devices, our application must remain interoperable with these and other popular mobile app stores and platforms, and related hardware. We are subject to the standard policies and terms of service of these platforms. These policies and terms of service govern the availability, promotion, distribution, content, and operation of applications and experiences on such platforms. Each provider of these platforms has broad discretion to change and interpret its terms of service and policies with respect to our games and those changes may be unfavorable to us. If these platforms deny access to our games, or modify their current discovery mechanisms, communication channels available to developers, operating systems, or other policies and terms of service (including fees), our business could be negatively impacted. For example, at any time, the platform providers can change their policies on how we operate on their operating system or in their application stores by applying content moderation for applications and advertising or imposing technical or code requirements. In addition, certain requirements related to content classification, age-rating and age-based access or restrictions to our games or certain features in our games, imposed by major third-party platforms, reflect how platforms are responding to evolving children's protection and online safety regulations globally. Such requirements may affect how our games are classified, distributed, accessed or presented on these platforms. These actions by the platform providers may affect our ability to collect, process, and use data as desired and could negatively impact our ability to leverage data about the experiences our games provide to players, which in turn could impact our resource planning and feature development planning for our products. These platform providers or their services may be unavailable, may not function as intended, or may experience issues with their in‑app purchasing functionality.

WeSome ~~also~~of ~~derive~~these ~~significant revenues from distribution on third‑party mobile and web~~ platforms, ~~such~~have asretained the ~~Apple~~right ~~App~~to ~~Store,~~change the ~~Google~~fee ~~Play~~structures ~~Store,~~for ~~and~~online ~~Facebook,~~distribution ~~which~~of ~~are~~both ~~also~~paid ~~our~~content ~~direct competitors~~ and, infree ~~some cases, the exclusive means through which our~~ content ~~reaches~~(including ~~gamers~~patches onand ~~those platforms~~corrections), and ~~most~~their ofability ~~the~~to ~~virtual~~set ~~currency~~or weinfluence ~~sell~~commission isrates ~~purchased~~and ~~using~~service ~~these~~fees ~~platform~~may ~~providers’~~increase ~~payment processing systems. Because of the significant use of~~ our ~~games on mobile devices~~costs, ~~our~~which ~~application~~could ~~must~~negatively ~~remain~~affect ~~interoperable~~our ~~with~~operating ~~these~~margins. ~~and other popular mobile app stores and platforms~~Additionally, ~~and related hardware. We are subject~~ to the ~~standard~~extent ~~policies~~we ~~and~~process ~~terms~~payments ofdirectly ~~service~~or ofthrough ~~these~~third-party ~~platforms.~~payment ~~These~~processors ~~policies~~outside ~~and~~these ~~terms~~platform ofbilling ~~service govern the availability~~systems, ~~promotion~~interruptions, ~~distribution~~fraud, ~~content~~chargebacks, ~~and~~card-network ~~operation~~requirements, ofprocessor ~~applications~~security ~~and~~incidents, ~~experiences~~additional onauthentication ~~such~~requirements, ~~platforms.~~or ~~Each~~termination ~~provider~~ of ~~these~~payment-processing ~~platforms~~services ~~has~~could ~~broad~~impair ~~discretion to change and interpret its terms of service and policies with respect to~~ our ~~games~~ability ~~and those changes may be unfavorable~~ to ~~us.~~complete Iftransactions, ~~these~~increase ~~platforms deny access to our games~~costs, orreduce ~~modify~~approval ~~their current discovery mechanisms~~rates, ~~communication~~harm ~~channels~~player ~~available to developers~~trust, ~~operating systems, or other policies~~ and ~~terms~~adversely ofaffect ~~service (including fees),~~ our ~~business~~financial ~~could be negatively impacted~~results. ~~For example~~Further, atif ~~any time, the platform providers can change their policies on how~~ we ~~operate~~are onunable ~~their~~to ~~operating~~distribute ~~system~~our orcontent in ~~their~~a ~~application~~cost-effective ~~stores by applying content moderation for applications and advertising~~ or ~~imposing~~profitable ~~technical~~manner orthrough ~~code~~such ~~requirements.~~distribution ~~These~~channels, ~~actions~~it bycould ~~the~~adversely ~~platform providers may~~ affect our ~~ability to collect~~business, ~~process,~~financial ~~and use data as desired and could negatively impact our ability to leverage data about the experiences our games provide to players~~condition, ~~which in turn could impact our resource planning~~ and ~~feature~~operating ~~development planning for our products~~results. ~~These~~There ~~platform~~is ~~providers~~no orguarantee ~~their~~that ~~services~~new ~~may~~devices, ~~be unavailable~~platforms, ~~may~~systems ~~not~~and ~~function~~software asapplication ~~intended,~~stores orwill ~~may~~continue ~~experience~~to ~~issues~~support ~~with~~our ~~their~~games ~~in‑app purchasing functionality.~~

Some of these platforms have retained the right to change the fee structures for online distribution of both paid content and free content (including patches and corrections), and their ability to set or influence royalty rates may increase costs, which could negatively affect our operating margins. Further, if we are unable to distribute our content in a cost-effective or profitable manner through such distribution channels, it could adversely affect our business, financial condition, and operating results. There is no guarantee that new devices, platforms, systems and software application stores will continue to support our games or that we will be able to maintain the same level of service on these new systems. If it becomes more difficult for our players to access and engage with our games, our business and player retention, growth, and engagement could be significantly harmed.

We rely on complex information technology systems and networks to operate our business. Any significant system or network disruption or cyberattack could have a negative impact on our business.

We rely on the efficient and uninterrupted operation of complex information technology systems and networks, some of which are within Take-Two and some of which are managed or hosted by third-party providers. The supply chain of hardware needed to maintain this technological infrastructure has been disrupted and geopolitical events, including the Russia-Ukraine war and the Israel-Hamas war and any indirect effects may further complicate existing supply chain constraints. All information technology systems and networks are potentially vulnerable to damage or interruption from a variety of sources, including but not limited to cyberattacks, computer viruses, malicious software, security breaches, energy blackouts, natural disasters, terrorism, war, and telecommunication or other critical infrastructure failures. We securely store the source code for our interactive entertainment software products as it is created. A breach, whether physical, electronic, or otherwise, of the systems on which such source code and other sensitive data are stored could lead to damage or piracy of our software. In addition, certain parties with whom we do business are given access to our sensitive and proprietary information in order to provide services and support our team. These third parties may misappropriate our information and engage in unauthorized use of it. A data intrusion into a server for a game with online features or for our proprietary online gaming service could also disrupt the operation of such game or platform. Further, the risk of such a breach may be heightened by world events, such as the Russia-Ukraine war and the Israel-Hamas war. If we or these third parties are subject to data security breaches, we may have a loss in sales or increased costs arising from the restoration or implementation of additional security measures which could materially and adversely affect our business, financial condition, and operating results. Any theft and/or unauthorized use or publication of our trade secrets and other confidential business information because of such an event could adversely affect our competitive position, reputation, brand, and future sales of our products. Our business could be subject to significant disruption, and we could suffer monetary and other losses and reputational harm, in the event of such incidents and claims.

We have faced, and in the future could face, sophisticated attacks, including attacks referred to as advanced persistent threats, which are cyberattacks aimed at compromising our intellectual property and other commercially sensitive information, such as the source code and game assets for our software or confidential customer or employee information, which remain undetected for prolonged periods of time. In September 2022, we experienced a network intrusion in which an unauthorized third party illegally accessed and downloaded confidential information from Rockstar Games’ systems, including early development footage for the next Grand Theft Auto. Subsequently, also in September 2022, an unauthorized third party illegally accessed credentials for a vendor platform that 2K Games uses to provide help desk support to its customers. The unauthorized third party sent a communication to certain players containing a malicious link. 2K Games immediately notified all affected users and took steps to restrict further unauthorized activity until service was restored. In connection with this activity (the “Cybersecurity Incident”), we have incurred certain immaterial incremental one-time costs related to consultants, experts and data recovery efforts and expect to incur additional costs related to cybersecurity protections in the future. We have

~~implemented~~or ~~and~~that we will ~~continue~~be able to ~~implement~~maintain athe ~~variety~~same level of ~~measures~~service toon ~~enhance~~these ~~further~~new ~~our cybersecurity protections~~systems. ~~See~~If ~~“Part~~it ~~II,~~becomes ~~Item~~more 7difficult -for ~~Management's~~our ~~Discussion~~players ~~and~~to ~~Analysis~~access ~~of Financial Condition~~ and ~~Results~~engage ofwith ~~Operations~~our -games, ~~Cybersecurity Incident” in~~ our ~~Annual~~business ~~Report~~and onplayer ~~Form~~retention, ~~10-K for the fiscal year ended March 31~~growth, ~~2023~~and ~~for~~engagement ~~further~~could ~~discussion. Our software supply chain may also~~ be ~~subject~~significantly ~~to attacks, which may result in future security incidents and breaches~~harmed.

~~Information~~We ~~technology~~rely ~~system~~on ~~disruptions,~~complex ~~network~~information ~~failures,~~technology orsystems ~~security breaches (including the Cybersecurity Incident~~ and ~~similar~~networks ~~incidents)~~to ~~have~~operate ~~negatively affected, and in the future could negatively affect~~ our business ~~continuity, operations, financial results, and the reliability and stability of our products and services~~. ~~These~~Any ~~risks~~significant ~~extend~~system toor ~~the~~network ~~networks~~disruption ~~and e-commerce sites of console platform providers and other partners who sell~~ or ~~host~~cyberattack our content online. The risk of such threats is heightened by events outside of our control, such as the extended period of remote work arrangements, the Russia-Ukraine war and the Israel-Hamas war. The risk could ~~also~~have bea ~~affected~~negative byimpact ~~events substantially within our control, such as the migration of data among data centers and to third-party hosted environments, and the performance of upgrades and maintenance~~ on our ~~systems~~business. Along with our partners, we have expended, and expect to continue to expend, financial and operational resources to implement certain systems, processes, and technologies to guard against cyber risks and to help protect our data and systems. However, the techniques used to exploit, disable, damage, disrupt or gain access to our networks, our products and services, supporting technological infrastructure, intellectual property and other assets change frequently, continue to evolve in sophistication and volume, and may not be detected for long periods of time.

~~Our~~We ~~systems,~~rely ~~processes~~on ~~and~~the ~~technologies,~~efficient and ~~the~~uninterrupted operation of complex information technology systems and networks, ~~processes~~some of which are within Take-Two and ~~technologies~~some of ~~our~~which ~~business~~are ~~partners~~managed or ~~our~~hosted by third-party ~~service~~ providers,. ~~have~~The ~~not~~supply chain of hardware needed to maintain this technological infrastructure has been ~~and~~disrupted in the ~~future~~past, ~~may~~and ~~not~~geopolitical beevents, ~~adequate~~including ~~against~~the ~~all~~Russia-Ukraine ~~eventualities.~~war Weand dothe ~~not~~war ~~have~~in ~~redundancy~~the ~~for~~Middle ~~all~~East, ~~our~~and ~~systems~~any ~~and~~indirect ~~our~~effects ~~disaster~~of ~~recovery~~such ~~planning~~events may ~~not~~further ~~account~~complicate ~~for~~existing ~~all~~supply ~~outcomes~~chain constraints. AsAll ~~our~~information ~~digital~~technology ~~business~~systems ~~grows,~~and wenetworks ~~will~~are ~~require~~potentially anvulnerable ~~increasing~~to ~~amount~~damage ofor ~~internal~~interruption ~~and~~from ~~external~~a ~~technical~~variety ~~infrastructure~~of sources, including ~~network~~but ~~capacity~~not ~~and~~limited ~~computing~~to ~~power~~cyberattacks, tocomputer ~~continue~~viruses, tomalicious ~~satisfy~~software, ~~the~~security ~~needs~~breaches, ofinsider ~~our~~threats, ~~players~~energy blackouts, natural disasters, terrorism, war, and telecommunication or other critical infrastructure failures. ItWe issecurely ~~possible~~store ~~that~~the wesource ~~may~~code ~~fail~~for toour ~~scale~~interactive ~~effectively~~entertainment ~~and~~software ~~grow~~products ~~this~~as ~~technical~~it ~~infrastructure~~is tocreated. ~~accommodate~~A ~~increased~~breach, ~~demands~~whether physical, ~~which~~electronic, ~~may~~or ~~adversely~~otherwise, ~~affect~~of the ~~reliable~~systems on which such source code and ~~stable~~other ~~performance~~sensitive ofdata ~~our~~are ~~games~~stored ~~and~~could ~~services,~~lead ~~therefore~~to ~~negatively~~damage ~~impacting~~to or piracy of our ~~business~~software. In addition, ~~the~~certain ~~costs~~parties with whom we do business are given access to ~~respond~~our sensitive and proprietary information in order to, ~~mitigate,~~provide orservices ~~notify~~and ~~affected~~support our team. These third parties ofmay ~~cyberattacks~~misappropriate our information and ~~other~~engage ~~security~~in ~~vulnerabilities~~unauthorized ~~are~~use ~~significant~~of it. ~~Failures~~A todata ~~prevent~~intrusion orinto ~~mitigate~~a ~~security~~server ~~breaches~~for ora ~~cyber~~game ~~risks,~~with oronline ~~detect~~features or ~~respond~~for ~~adequately~~our toproprietary aonline ~~security~~gaming ~~breach~~service could also disrupt the operation of such game or ~~cyber~~platform. ~~risk~~Further, ~~could~~the ~~result~~risk inof such a ~~loss~~breach ofmay ~~anticipated~~be ~~revenue~~heightened by world events, ~~interruptions~~such toas ~~our~~the ~~products~~Russia-Ukraine war and ~~services,~~the ~~our~~war ~~having~~in tothe ~~incur~~Middle ~~significant~~East. ~~remediation~~If ~~and~~we ~~notification~~or ~~costs,~~these athird ~~degradation~~parties ofare ~~the~~subject ~~user~~to ~~experience~~data security breaches, ~~causing~~we ~~consumers~~may tosuffer ~~lose~~a ~~confidence~~loss in ~~our~~sales ~~products~~or ~~and~~incur ~~services,~~increased costs arising from the restoration or implementation of additional security measures which could materially and ~~thereby~~adversely ~~harming~~affect our ~~reputation~~business, ~~prompting~~financial ~~regulatory~~condition, ~~inquiries~~ and ~~significant~~operating ~~legal~~results. Any theft and/or ~~financial~~unauthorized ~~costs.~~use ~~Additionally,~~or ~~applicable~~publication ~~insurance~~of ~~policies~~our ~~may~~trade besecrets ~~insufficient~~and toother ~~reimburse~~confidential usbusiness ~~for~~information ~~all~~because of such ~~losses~~an event could adversely affect our competitive position, reputation, brand, and itfuture issales ~~uncertain~~of ~~whether~~our weproducts. ~~will~~Our business could be ~~able~~subject to ~~maintain~~significant ~~the~~disruption, ~~current~~and ~~level~~we ofcould ~~insurance~~suffer ~~coverage~~monetary inand ~~the~~other ~~future~~losses onand ~~commercially~~reputational ~~reasonable~~harm, ~~terms~~in orthe atevent ~~all~~of such incidents and claims.

We have faced, and in the future could face, sophisticated attacks, including attacks referred to as advanced persistent threats-i.e., cyberattacks aimed at compromising our intellectual property and other commercially sensitive information, such as the source code and game assets for our software or confidential customer or employee information-which may remain undetected for prolonged periods of time. For example, in September 2022, we experienced a network intrusion in which an unauthorized third party illegally accessed and downloaded confidential information from Rockstar Games’ systems, including early development footage for the next Grand Theft Auto. Subsequently, also in September 2022, an unauthorized third party illegally accessed credentials for a vendor platform that 2K Games uses to provide help desk support to its customers. The unauthorized third party sent a communication to certain players containing a malicious link. 2K Games immediately notified all affected users and took steps to restrict further unauthorized activity until service was restored. We have incurred certain immaterial, incremental and one-time costs associated with these cybersecurity incidents related to consultants, experts and data recovery efforts, and we expect to incur additional costs related to cybersecurity protections in the future. We have implemented and will continue to implement a variety of measures to maintain and enhance our cybersecurity protections. Our software supply chain may also be subject to attacks, which may result in future security incidents and breaches.

Our vendors, service providers, business partners, and software supply chain may also experience disruptions, be subject to attacks, or have compromised security, which may result in future security incidents and breaches, and otherwise adversely impact our ability to provide our products and services.

Information technology system disruptions, network failures, or security breaches (including cybersecurity incidents impacting us or our vendors, service providers, business partners, or software supply chain) have negatively affected, and in the future could negatively affect our business continuity, operations, financial results, and the reliability and stability of our products and services. These risks extend to the networks and e-commerce sites of console, PC, and mobile platform providers and other partners who sell or host our content online. The risk of such threats is heightened by events outside of our control, such as the extended period of remote work arrangements, the Russia-Ukraine war and the war in the Middle East. The risk could also be affected by events substantially within our control, such as the migration of data among data centers and to third-party hosted environments, and the performance of upgrades and maintenance on our systems. Along with our partners, we have expended, and expect to continue to expend, financial and operational resources to implement certain systems, processes, and technologies to guard against cyber risks and to help protect our data and systems. However, the techniques used to exploit, disable, damage, disrupt or gain access to our networks, our products and services, supporting technological infrastructure, intellectual property and other assets change frequently, continue to evolve in sophistication and volume, and may not be detected for long periods of time. For instance, as artificial intelligence capabilities develop rapidly, individuals or groups of hackers and sophisticated organizations may use these technologies to create new attack methods that are increasingly automated, targeted, coordinated, and more difficult to defend against.

Our systems, processes and technologies, and the systems, processes and technologies of our business partners or our third-party service providers, have not been and in the future may not be adequate to protect against all eventualities. We do not have redundancy for all our systems and our disaster recovery planning may not account for all outcomes. As our digital business grows, we will require an increasing amount of internal and external technical infrastructure, including network capacity and computing power, to continue to satisfy the needs of our players. It is possible that we may fail to scale effectively and grow this technical infrastructure to accommodate increased demands, which may adversely affect the reliable and stable performance of our games and services, therefore negatively impacting our business. In addition, the costs to respond to, mitigate, or notify affected parties of cyberattacks and other security vulnerabilities are significant. Failures to prevent or mitigate security breaches or cyber risks, or detect or respond adequately to a security breach or cyber risk, could result in a loss of anticipated revenue, interruptions to our products and services, our having to incur significant remediation and notification costs, a degradation of the user experience, causing consumers to lose confidence in our products and services, and thereby harming our reputation, prompting regulatory inquiries and significant legal and financial costs. Additionally, applicable insurance policies may be insufficient to reimburse us for all such losses, and it is uncertain whether we will be able to maintain the current level of insurance coverage in the future on commercially reasonable terms or at all.

Successful exploitation of any vulnerabilities in our systems can have other negative effects upon the products, services and user experience we offer. In particular, the virtual economies that we have established in many of our games are subject to abuse, exploitation and other forms of fraudulent activity that can negatively affect our business. Virtual economies involve the use of virtual currency or virtual assets that can be used or redeemed by a player within a particular game or service. Although we have implemented and continue to develop programs reasonably designed to prevent such negative impacts, the abuse or exploitation of our virtual economies can include the illegitimate generation and sale of accounts and/or virtual items in black markets. These kinds of activities and the steps that we take to address and prevent these issues may result in a loss of anticipated revenue, interfere with players’ enjoyment of a balanced game environment and cause reputational harm.

Our business could be adversely affected if our consumer data protection measures are not seen as adequate or there are breaches of our security measures or unintended disclosures of consumer data.

We collect and store consumer information, including personal information. We ~~take~~implement and maintain measures designed to comply with applicable law to protect the consumer information we hold from unauthorized access or disclosure. It is possible that our security controls over consumer information, or the security controls of our business partners, vendors, or service providers, may not prevent the improper access to, use of, or disclosure of personal information. In addition, due to the high-profile nature of our products, we may draw a disproportionately higher amount of attention and attempts to breach our security controls than companies with lower profile products. A security incident, ~~such as the Cybersecurity Incident,~~ that leads to disclosure of consumer information (including personal information) ~~could~~has ~~harm~~and ~~our~~could ~~reputation,~~ compel us to comply with disparate breach notification laws in various locations and otherwise subject us to liability under laws that protect personal information, any of which could result in increased costs or loss of revenue and reputational harm. A resulting perception that our products or services do not adequately protect personal information could result in a loss of current or potential consumers and business partners. In addition, if any of our business partners, vendors, or service providers (or their vendors that support services ultimately provided to us) experience a security incident that leads to the disclosure of ~~consumer~~our consumers' information, our reputation could be harmed, resulting in loss of revenue.

In addition, certain of our products include online functionality. The ability of our products to enable this functionality, and our ability to offer content through a video game platform's digital distribution channel, is dependent upon the continued operation and security of such platform's online network. These third-party networks, as well as our own internal systems and websites, and the related security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise, and result in someone obtaining unauthorized access to our consumers' information or our data, including our intellectual property and other confidential business information, or our information technology systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Compounding these risks, as artificial intelligence capabilities develop rapidly, individuals or groups of hackers and sophisticated organizations may use these technologies to create new sophisticated attack methods that are increasingly automated, targeted, coordinated, and more difficult to defend against. Further, the risk of such a breach may be heightened by world events, such as the Russia-Ukraine war and the war in the Middle East. If an actual or perceived breach of our safeguards occurs, we may lose business, suffer irreparable damage to our reputation, and/or incur significant costs and expenses relating to the investigation and possible litigation of claims relating to such an event.

websites, and the related security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise, and result in someone obtaining unauthorized access to our customers' information or our data, including our intellectual property and other confidential business information, or our information technology systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Compounding these risks, as artificial intelligence capabilities develop rapidly, individuals or groups of hackers and sophisticated organizations, may use these technologies to create new sophisticated attack methods that are increasingly automated, targeted, coordinated, and more difficult to defend against. Further, the risk of such a breach may be heightened by world events, such as the Russia-Ukraine war and the Israel-Hamas war. If an actual or perceived breach of our safeguards occurs, we may lose business, suffer irreparable damage to our reputation, and/or incur significant costs and expenses relating to the investigation and possible litigation of claims relating to such event.

We depend on our key management and product development personnel.

Our continued success will depend to a significant extent on our senior management team and our relationship with ZMC Advisors, L.P. ("ZMC"). Our Executive Chairman/Chief Executive Officer and President are partners of ZMC. We are also highly dependent on the expertise, skills and knowledge of our key creative personnel responsible for content creation and development, such as of our Grand Theft Auto and other hit titles. We may not be able to continue to retain these personnel at current compensation levels or at all. Our industry is generally characterized by a high level of employee mobility, competitive compensation programs, and aggressive recruiting among competitors for employees with technical, marketing, sales, engineering, product development, creative, and/or management skills.

also highly dependent on the expertise, skills and knowledge of our key creative personnel responsible for content creation and development, such as of our Grand Theft Auto and other hit titles. We may not be able to continue to retain these personnel at current compensation levels or at all. Our industry is generally characterized by a high level of employee mobility, competitive compensation programs, and aggressive recruiting among competitors for employees with technical, marketing, sales, engineering, product development, creative, and/or management skills.

The loss of the services of our executive officers, ZMC, or certain key creative personnel could significantly harm our business. In addition, if one or more key employees were to join a competitor or form a competing company, we may lose additional personnel, experience material interruptions in product development, delays in bringing products to market and difficulties in our relationships with licensors, suppliers and customers, which would significantly harm our business. Failure to continue to attract and retain qualified management and creative personnel could adversely affect our business and prospects.

Attracting, managing and retaining our talent is critical to our success.

Our business depends on our ability to attract, train, motivate, and retain executive, technical, creative, marketing, and other personnel that are essential to the development, marketing, and support of our products and services. The market for highly-skilled workers and leaders in our industry is extremely competitive, particularly in the geographic locations in which many of our key personnel are located. In addition, our leading position within the interactive entertainment industry makes us a prime target for recruiting our executives, as well as key creative and technical talent. If we cannot successfully recruit, train, motivate, attract, and retain qualified employees, develop and maintain a healthy culture, or replace key employees following their departure, our reputation, brand, and culture may be negatively affected and our business will be impaired. Our global workforce is primarily non-unionized, but we are aware of an increase in the industry of workers exercising their right to form or join a union. If significant employee populations were to unionize, we could experience operational changes that may materially impact our business.

Our results of operations or reputation may be harmed as a result of offensive or potentially dangerous consumer-created content.

We are subject to risks associated with the collaborative online features in our games which allow consumers to post narrative comments, in real time, that are visible to other consumers. From time to time, objectionable and offensive or potentially dangerous consumer content may be posted to a gaming or other site with online chat features or game forums which allow consumers to post comments. We have been and may be subject to lawsuits, governmental inquiries and regulation or restrictions, and consumer backlash (including decreased sales and harmed reputation), as a result of consumers posting offensive content. We may also be subject to consumer backlash from comments made in response to postings we make on social media sites such as Facebook, YouTube and X. If we fail to appropriately respond to the dissemination of such content, our players may not engage with our products and services and/or may lose confidence in our brands, and our financial results may be adversely affected.

Our business is partly dependent on our ability to enter into successful software development arrangements with third parties.

Our success depends on our ability to continually identify and develop new titles timely. We rely on third-party software developers for the development of some of our titles. Quality third-party developers are continually in high demand, and those who have developed titles for us in the past may not be available to develop software for us in the future. Due to the limited availability of third-party software developers and the limited control that we exercise over them, these developers may not be able to complete titles for us on a timely basis or within acceptable quality standards, if at all. We have entered into agreements with third parties to acquire the rights to publish and distribute interactive entertainment software as well as to use licensed intellectual properties in our titles. These agreements typically require us to make development payments, pay royalties, and satisfy other conditions. Our development payments may not be sufficient to permit developers to develop new software successfully, which could result in material delays and significant increases in our costs to bring particular products to market. Software development costs, promotion and marketing expenses and royalties payable to software developers and third-party licensors have continued to increase and reduce potential profits derived from sales of our software. Future sales of our titles may not be sufficient to recover development payments and advances to software developers and licensors, and we may not have adequate financial and other resources to satisfy our contractual commitments to such developers. If we fail to satisfy our obligations under agreements with third-party developers and licensors, the agreements may be terminated or modified in ways that are burdensome to us and have a material adverse effect on our business, financial condition, and operating results.

15In addition, disputes occasionally arise with external developers, including with respect to game content, launch timing, achievement of certain milestones, the game development timeline, marketing campaigns, contractual terms, and interpretation. If we have disputes with external developers or they cannot meet product development schedules, acquire certain approvals or are otherwise unable or unwilling to honor their obligations to us, we may delay or cancel previously announced

agreements with third parties to acquire the rights to publish and distribute interactive entertainment software as well as to use licensed intellectual properties in our titles. These agreements typically require us to make development payments, pay royalties, and satisfy other conditions. Our development payments may not be sufficient to permit developers to develop new software successfully, which could result in material delays and significant increases in our costs to bring particular products to market. Software development costs, promotion and marketing expenses and royalties payable to software developers and third-party licensors have continued to increase and reduce potential profits derived from sales of our software. Future sales of our titles may not be sufficient to recover development payments and advances to software developers and licensors, and we may not have adequate financial and other resources to satisfy our contractual commitments to such developers. If we fail to satisfy our obligations under agreements with third-party developers and licensors, the agreements may be terminated or modified in ways that are burdensome to us and have a material adverse effect on our business, financial condition, and operating results.16

In addition, disputes occasionally arise with external developers, including with respect to game content, launch timing, achievement of certain milestones, the game development timeline, marketing campaigns, contractual terms, and interpretation. If we have disputes with external developers or they cannot meet product development schedules, acquire certain approvals or are otherwise unable or unwilling to honor their obligations to us, we may delay or cancel previously announced games, alter our launch schedule or experience increased costs and expenses, which could result in a delay or significant shortfall in anticipated revenue, harm our profitability and reputation, and cause our financial results to be materially affected.

Our business may be harmed if our distributors, retailers, development, and licensing partners, or other third parties with whom we do business are unable to honor their commitments or act in ways that put our brand at risk.

In many cases, our business partners are given access to sensitive and proprietary information or control over our intellectual property to provide services and support to our team. These third parties may misappropriate or misuse our information or intellectual property and engage in unauthorized use of it. Further, the failure of these third parties to provide adequate services and technologies or to adequately maintain or update their services and technologies could result in a disruption to our business operations or an adverse effect on our reputation and may negatively impact our business. At the same time, if the media, consumers, or employees raise any concerns about our actions with respect to third parties including consumers who play our games, this could also damage our reputation or our business. Further, should we terminate our relationship with a third-party business partner for any reason, we may experience interruptions in our business and incur costs as we transition to a new partner.

The increasing importance of digital sales and free-to-play games to our business exposes us to the risks of that business model, including greater competition.

The proportion of our revenues derived from digital content delivery, as compared to traditional retail sales, has increased significantly in recent years. The increased importance of digital content delivery in our industry, including through subscription-based access to a portfolio of interactive content, increases our potential competition, as the minimum capital needed to produce and publish a digitally delivered game is significantly less than that needed to produce and publish one that is delivered through retail distribution. This shift also requires us to dedicate capital to developing and implementing alternative marketing strategies, which may not be successful. In addition, a continuing shift to digital delivery could result in a deprioritization of our products by traditional retailers. If either occurs, we may be unable to effectively market and distribute our products, which could materially adversely affect our business, financial condition, and operating results. ~~In addition, a continuing shift to digital delivery could result in a deprioritization of our products by traditional retailers.~~ Also, while digitally‑distributed products generally have higher profit margins than retail sales, as business shifts to digital distribution, the volume of orders from retailers for physical discs has been, and is expected to be, reduced.

We are also increasingly dependent on our ability to develop, enhance, and monetize free‑to‑play games. As such, we are increasingly exposed to the risks of the free‑to‑play business model. For example, we may invest in the development of new free‑to‑play interactive entertainment products that do not achieve significant commercial success, in which case our revenues from those products likely will be lower than anticipated and we may not recover our development costs. Further, our business may be negatively impacted if: (i) we are unable to encourage new and existing consumers to purchase our virtual items, (ii) we fail to offer monetization features that appeal to these consumers, (iii) our platform providers make it more difficult or expensive for players to purchase our virtual items, (iv) we cannot encourage significant additional consumers to purchase virtual items in our game, or (v) our free-to-play releases reduce sales of our other games.

Successfully monetizing free-to-play games is difficult and requires that we deliver valuable and entertaining player experiences that a sufficient number of players will pay for or that we are able to otherwise sufficiently monetize our games (for example, by serving in-game advertising). The success of our games depends, in part, on unpredictable and volatile factors beyond our control including consumer preferences, competing games, new mobile platforms and the availability of other entertainment experiences. If our games do not meet consumer expectations, or if they are not brought to market in a timely and effective manner, our revenue and financial performance will be negatively affected.

In addition to the market factors noted above, our ability to successfully develop games for mobile platforms and their ability to achieve commercial success will depend on our ability to:

•effectively market our games to existing and new players;

•achieve benefits from our player acquisition costs;

•achieve viral organic growth and gain customer interest in our games through free or more efficient channels;

•adapt to changing player preferences;

•adapt to new technologies and feature sets for mobile and other devices;

•expand and enhance games after their initial release;

•attract, retain and motivate talented and experienced game designers, product managers and engineers;

•partner with mobile platforms and obtain featuring opportunities;

•continue to adapt game feature sets for an increasingly diverse set of mobile devices, including various operating systems and specifications, limited bandwidth and varying processing power and screen sizes;

•minimize launch delays and cost overruns on the development of new games and features;

•achieve and maintain successful customer engagement and effectively monetize our games;

•maintain a quality social game experience and retain our players;

•develop games that can build upon or become franchise games;

•compete successfully against a large and growing number of existing market participants;

•accurately forecast the timing and expense of our operations, including game and feature development, marketing and customer acquisition, customer adoption and success of bookings growth;

•minimize and quickly resolve bugs or outages; and

•acquire and successfully integrate high quality mobile game assets, personnel or companies.

An increased percentage of our operations consists of mobile gaming. The number of people using mobile Internet-enabled devices has increased dramatically over time, and we expect that this trend will continue. However, the mobile market, particularly the market for mobile games, may not grow in the way we anticipate. Our future success is substantially dependent upon the continued growth of the market for mobile games. In addition, we do not currently offer our games on all mobile devices. If the mobile devices on which our games are available decline in popularity or become obsolete faster than anticipated, we could experience a decline in revenue and may not achieve the anticipated return on our development efforts. Any such declines in the growth of the mobile market or in the use of mobile devices for games could harm our business, financial condition or results of operations.

These and other uncertainties make it difficult to know whether we will succeed in continuing to develop successful live service games and launch new games and features in accordance with our operating plan. If we do not succeed in doing so, our business, financial condition, results of operations and reputation will suffer.

We derive revenues from advertisements and offers that are incorporated into our free-to-play games through relationships with third parties. If we are unable to continue to compete for these advertisements and offers, or if any events occur that negatively impact our relationships with advertisers, such as adverse litigation, regulatory investigations, federal or state legislation that requires more device settings to opt-out of advertising, analytics, data sharing with third party services or other changes made by these third parties, our advertising revenues and operating results would be negatively impacted.

We derive revenue from advertisements and offers we serve to players. We need to maintain good relationships with advertisers to provide us with a sufficient inventory of advertisements and offers. Online advertising, including through mobile games and other mobile applications, is an intensely competitive industry. Many large companies, such as Amazon, Facebook and Google, invest significantly in data analytics to make their websites and platforms more attractive to advertisers. For our advertising business to continue to succeed, we need to continue to demonstrate the reach of our player network and success of our advertising partners. If our relationship with any advertising partners terminates for any reason, or if the commercial terms of our relationships are changed or do not continue to be renewed on favorable terms, we would need to qualify new advertising partners, which could negatively impact our revenues, at least in the short term. Alternatively, if our advertising inventory is unavailable and demand exceeds supply, our ability to generate further revenues from advertising would be limited, particularly during peak hours and in key geographies. This could have an adverse effect on our reputation and our business, financial condition, and results of operations. Further, the U.S. federal Video Privacy Protection Act ("VPPA") and some U.S. states' wiretapping type laws may pose litigation risk for online businesses like ours. For instance, in recent years, plaintiffs' lawyers have asserted claims under the VPPA or the California Invasion of Privacy Act ("CIPA"), alleging that certain online activities and data collection via cookies and similar tracking technologies violate the law. Some courts have found that such practices, without proper opt-in consent, constitute illegal eavesdropping. We have defended our practices in response to these types of claims and may be required to respond to or defend against similar claims, which may divert resources, increase compliance costs, and negatively impact our financial condition. In addition, if we include advertising in our games that players view as excessive, such advertising may materially detract from players’ gaming experiences, thereby creating player dissatisfaction, which may cause us to lose players and revenues, and may negatively affect the in-game experience for players making purchases of virtual items in our games.

~~In addition,~~ Internet-connected devices and operating systems controlled by third parties increasingly contain features that allow device users to disable functionality that allows for the delivery of targeted advertising on their devices. Device and browser manufacturers may include or expand these features as part of their standard device specifications, and state or federal regulators may mandate more user settings to limit or prohibit targeted advertising, analytics, or other data sharing with third parties for users of all or certain ages. For example, Apple previously created a proprietary identifier-for-advertisers, which simplifies the process for Apple users to opt out of certain types of advertising. In April 2021, Apple began requiring developers to get explicit permission from users, on an app-by-app basis, to use the identifier-for-advertisers, a device identifier assigned by Apple to each of its devices and used by advertisers to attribute app installs to advertising, campaigns and target users through user acquisition, and deliver targeted ads. These requirements are known as Apple’s AppTracking Transparency framework and have been maintained in subsequent versions of Apple iOS. Beginning January 2024, Google began requiring publishers and developers using certain Google advertising products to serve ads in the U.K. or E.U. to use a Google-certified consent management platform. There has also been a significant increase of litigation related to data sharing with third parties, ~~including advertising partners. This has driven~~

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including advertising partners. This has driven a need for more specific consent from users for sharing of their personal information, user interaction, and video viewing information with third parties, and it could lead to additional changes from our third party advertising and analytics partners. If users do not elect to participate in functionality that supports the delivery of targeted advertising on their devices, our ability to deliver effective advertising campaigns on behalf of our advertisers could suffer, which could cause our business, financial condition, or results of operations to suffer.

Finally, the revenues that we derive from advertisements and offers is subject both to seasonality, as companies’ advertising budgets are generally highest during the fourth calendar quarter and decline significantly in the first calendar quarter of the following year, which negatively impacts our revenues in such first calendar quarter, and to the financial health of advertisers, who, as they experience downturns or uncertainty in their own business operations for various reasons, such as the economic effects resulting from world events, may decrease their advertising spending.

If we acquire or invest in other businesses, intellectual properties, or other assets, we may be unable to integrate them with our business, our financial performance may be impaired and/or we may not realize the anticipated financial and strategic goals for such transactions.

If appropriate opportunities present themselves, we may acquire or make investments in businesses, intellectual properties and other assets that we believe are strategic, such as our acquisitions of Zynga and Gearbox. We may not be able to identify, negotiate or finance any future acquisition or investment successfully. Even if we do succeed in acquiring or investing in a business, intellectual property or other asset, such acquisitions and investments involve a number of risks, including:

•retaining key employees and maintaining the key business and customer relationships of the businesses we acquire;

•cultural challenges associated with integrating employees from an acquired company or business into our organization;

•the possibility that the combined company would not achieve the expected benefits, including any anticipated operating and product synergies, of the acquisition as quickly as anticipated or that the costs of, or operational difficulties arising from, an acquisition would be greater than anticipated;

•the potential for the acquired business to underperform relative to our expectations and the acquisition price;

•unexpected tax consequences from the acquisition, or the tax treatment of the acquired business's operations going forward, giving rise to incremental tax liabilities that are difficult to predict;

•significant acquisition-related accounting adjustments, particularly relating to an acquired company's deferred revenue, that may cause reported revenue and profits of the combined company to be lower than the sum of their stand-alone revenue and profits;

•significant accounting charges resulting from the completion and integration of a sizable acquisition and increased capital expenditures, including potential impairment charges incurred to write down the carrying amount of intangible assets generated as a result of an acquisition, such as the Goodwill impairment charge of approximately $3,500 we recognized during the fiscal year ended March 31, 2025;

•the possibility that significant acquisitions, when not managed cautiously, may result in the over-extension of our existing operating infrastructures, internal controls and information technology systems;

•the possibility that we will not discover important facts during due diligence that could have a material adverse effect on the value of the businesses we acquire, including the possibility that a change of control of a company we acquire triggers a termination of contractual or intellectual property rights important to the operation of its business;

•the need to integrate an acquired company's accounting, management information, human resource and other administrative systems to permit effective management and timely reporting, and the need to implement or remediate controls, procedures and policies appropriate for a public company in an acquired company that, prior to the acquisition, lacked these controls, procedures and policies;

•litigation or other claims in connection with, or inheritance of claims or litigation risks as a result of, an acquisition, including claims from terminated employees, customers or other third parties;

•to the extent that we engage in strategic transactions outside of the U.S., we face additional risks, including risks related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries; and

•the need to implement controls, procedures and policies appropriate for a larger, U.S.-based public company at companies that prior to acquisition may not have as robust controls, procedures and policies, particularly, with respect to the effectiveness of cyber and information security practices and incident response plans, compliance with data privacy and protection and other laws and regulations protecting the rights of players and customers, and compliance with U.S.-based economic policies and sanctions which may not have previously been applicable to the acquired company’s operations.

Further, any such transaction may involve the risk that our senior management’s attention will be excessively diverted from our other operations, the risk that our industry does not evolve as anticipated, and that any intellectual property or ~~personnel skills acquired do not prove to be those needed for our future success, and the risk that our strategic objectives, cost savings or other anticipated benefits are otherwise not achieved.~~

1819

~~Future~~personnel ~~acquisitions~~skills ~~and~~acquired ~~investments~~do ~~could~~not ~~also~~prove ~~involve~~to ~~the~~be ~~issuance~~those ofneeded ~~our~~for ~~equity and equity-linked securities (potentially diluting~~ our ~~existing~~future ~~stockholders)~~success, and the ~~incurrence~~risk ofthat ~~debt,~~our ~~contingent~~strategic ~~liabilities or amortization expenses~~objectives, ~~write-offs~~cost ofsavings ~~goodwill, intangibles,~~ or ~~acquired in-process technology, or~~ other ~~increased~~anticipated ~~cash~~benefits ~~and~~are non-cash expenses such as stock-based compensation. Any of the foregoing factors could harm our financial condition or prevent us from achieving improvements in our financial condition and operating performance that could have otherwise ~~been~~not achieved ~~by us on a stand-alone basis~~. ~~Our stockholders may not have the opportunity to review, vote on or evaluate future acquisitions or investments.~~

In Future ~~addition to~~ acquisitions, weand ~~have~~investments ~~divested~~could ~~and~~result ~~may~~ in the ~~future~~issuance ~~make additional divestments~~ of ~~certain~~equity ~~products~~or ~~and~~equity-linked ~~services~~securities, ~~including~~which bymay ~~shutting~~potentially ~~down~~dilute ~~studios,~~our ~~that~~existing nostockholders, ~~longer~~or ~~fit~~the ~~our~~incurrence ~~long-term~~of ~~strategies~~additional debt. ~~Divestitures~~They may ~~adversely~~also ~~impact~~expose ~~our~~us ~~business,~~to ~~operating~~contingent ~~results,~~liabilities ~~and~~or ~~financial~~other ~~condition~~obligations. ifIn weaddition, ~~are~~acquisitions ~~unable~~and investments may lead to ~~achieve~~increased ~~the~~expenses, ~~anticipated~~including ~~benefits~~amortization orof ~~cost~~acquired ~~savings~~intangibles ~~from~~assets, ~~such~~stock-based ~~divestitures~~compensation, or ifpotential wewrite-offs ~~are~~of ~~unable~~goodwill, tointangible ~~offset~~assets ~~impacts~~of ~~from~~acquired ~~the~~in-process ~~loss~~technology. Any of ~~revenue associated with~~ the ~~divested~~foregoing ~~product~~factors ~~lines~~could orharm ~~technologies.~~our Infinancial ~~connection~~condition ~~with~~or ~~these~~prevent ~~divestitures~~us ~~and~~from ~~other~~achieving ~~cost-optimization~~improvements ~~efforts,~~in weour ~~have~~financial ~~experienced~~condition ~~several~~and ~~rounds~~operating ofperformance ~~layoffs~~that incould ~~the~~have ~~recent~~otherwise ~~past,~~been ~~which~~achieved ~~could~~by ~~negatively~~us ~~affect~~on ~~our~~a ~~reputation~~stand-alone ~~and~~basis. ~~our~~Our ~~ability~~stockholders tomay ~~recruit~~not ~~new~~have ~~employees in~~ the ~~future.~~opportunity ~~Any~~to ~~future~~review, ~~layoffs~~vote ~~could~~on ~~similarly~~or ~~harm~~evaluate ~~our~~future ~~reputation~~acquisitions ~~and~~or ~~hinder our recruitment efforts~~investments.

In addition to acquisitions, we have divested and may in the future make additional divestments of certain products and services, including by shutting down studios, that no longer fit our long-term strategies. Divestitures may adversely impact our business, operating results, and financial condition if we are unable to achieve the anticipated benefits or cost savings from such divestitures, or if we are unable to offset impacts from the loss of revenue associated with the divested product lines or technologies. In connection with these divestitures and other cost-optimization efforts, we have experienced several rounds of layoffs in the past, which could negatively affect our reputation and our ability to recruit new employees in the future. Any future layoffs could similarly harm our reputation and hinder our recruitment efforts.

We face risks from our international operations.

We are subject to certain risks because of our international operations, particularly as we continue to grow our business and presence in Asia, Latin America, and other parts of the world. Changes to and compliance with a variety of foreign laws and regulations may increase our cost of doing business and our inability or failure to obtain required approvals could harm our international and domestic sales. In either the U.S. or other countries, trade legislation, such as a change in or volatility around the current tariff structures, import/export compliance laws, a change in the relationship between either us or the U.S. and any country in which we have significant operations or sales, or other trade laws or policies, could adversely affect our ability to sell or to distribute in international markets. In particular, ason ofFebruary 20, 2026, the ~~date~~U.S. ofSupreme ~~this~~Court ~~Annual~~ruled ~~Report~~that oncertain ~~Form~~tariffs ~~10-K,~~imposed ~~discussions~~under ~~remain~~the ~~ongoing~~International inEconomic ~~respect~~Emergency ofPowers ~~certain~~Act ~~trade~~were ~~restrictions~~unconstitutional. ~~and~~Following ~~tariffs~~the onU.S. ~~imports~~Supreme ~~from~~Court's ~~Canada~~decision, ~~China~~on February 24, ~~and~~2026, ~~Mexico~~the U.S., asvia ~~well~~an asExecutive ~~retaliatory~~Order ~~tariffs~~signed ~~enacted~~by inthe ~~response~~President, toimplemented ~~such~~a ~~actions.~~global In10% ~~light~~tariff on all countries for a period of ~~these~~150 ~~events~~days. However, ~~there~~on ~~continues~~May to7, ~~exist~~2026, ~~significant~~a ~~uncertainty~~panel ~~about~~of federal judges on the ~~future~~Court ~~relationship~~of ~~between~~International ~~the~~Trade voted that such 10% tariffs on most U.S. imports are illegal. Significant uncertainty remains regarding the status of existing and ~~other~~newly ~~countries~~announced ~~with~~tariffs, ~~respect~~potential changes or pauses to such ~~trade policies~~tariffs, ~~treaties~~tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict our access to potential partners, suppliers or other third parties we seek to do business with and, in turn, have a material adverse effect on the business and financial condition of such third parties, which in turn would negatively impact us.

Additionally, cultural differences may affect consumer preferences and as a result, some of our hit products may not sell as well as they do in the U.S. Cultural differences may also require us to modify the content of our products or the method by which we charge our customers. If we do not correctly assess consumer preferences in the countries in which we sell our products, or respond to other risks related to our international operations, it could negatively affect our business.

Our business may also be affected directly or indirectly by major world events, such as the Russia-Ukraine war and the ~~Israel-Hamas~~ war in the Middle East. Such events could decrease the demand for our products and services, make it difficult or impossible for us to deliver products and services to certain of our customers, or result in restrictions in trade, all of which could negatively affect our business.

Further, the enforcement of regulations relating to mobile and other games with an online element in China remains uncertain, and further changes, either in the regulation or their enforcement could have a negative impact on our business in China. In order to operate in China, all games must have regulatory approval. A decision by the Chinese government to revoke its approval for any of our games or to decline to approve any products we desire to sell in China in the future could have a negative impact on our business. China has also enacted a ~~new~~ privacy law that may affect how we structure our business and process of personal information.

We are subject to a variety of laws and executive orders in the U.S. and abroad that affect our business, including state and federal laws regarding consumer protection, electronic marketing, protection of minors, data protection and privacy, competition, taxation, intellectual property, online gaming, export, and national security, which are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside the U.S. There is a risk that existing or future laws may be interpreted in a manner that is not consistent with our current practices and could have an adverse effect on our business. We incur legal compliance costs associated with our international operations and could become subject to legal penalties in foreign countries if we do not comply with local laws and regulations which may be substantially different from those in the U.S.

19conflicting, particularly laws outside the U.S. There is a risk that existing or future laws may be interpreted in a manner that is not consistent with our current practices and could have an adverse effect on our business. We incur legal compliance costs associated with our international operations and could become subject to legal penalties in foreign countries if we do not comply with local laws and regulations which may be substantially different from those in the U.S.

In many foreign countries, particularly in those with developing economies, it may be common to engage in business practices that are prohibited by U.S. and international laws and regulations, such as the Foreign Corrupt Practices Act, the U.K. Bribery Act, and by local laws, such as laws prohibiting corrupt payments to government officials. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, agents, representatives, business partners, and third-party intermediaries from authorizing, offering or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector in order to influence official action, direct business to any person, gain any improper advantage, or obtain or retain business. We can be held liable for the corrupt or other illegal activities of our employees, agents, representatives, business partners or third-party intermediaries, even if we do not authorize or have knowledge of such activities. Although we implement policies and procedures designed to ensure compliance with these laws, there can be no assurance that all our employees, contractors and agents, as well as those companies to which we outsource certain of our business operations, including those based in countries where practices which violate such laws may be customary, will not take actions in violation of our policies. Any such violation, even if prohibited by our policies, could have a material adverse effect on our business.

We are potentially subject to a number of foreign and domestic laws and regulations that affect the offering of certain types of content, such as that which depicts violence or is generated by our users, many of which are ambiguous, still evolving and could be interpreted in ways that could harm our business or expose us to liability, or result in us incurring increased compliance costs.

In 2020, the U.K. left the E.U. ("Brexit"). Subsequently, the U.K. and the E.U. struck a bilateral trade and cooperation deal governing the future relationship between the U.K. and the E.U. (the "Trade and Cooperation Agreement"), which took effect on May 1, 2021. The effects of the U.K.'s future trade agreements with the E.U. or other nations could potentially disrupt the markets we serve and may cause us to lose customers, distributors, and employees. The Trade and Cooperation Agreement sets out preferential arrangements in areas such as the trade in goods and services but does not reach the level of integration that existed while the U.K. was an E.U. member state, which could have a detrimental impact on our U.K. growth. Such a decline could also make our doing business in Europe more difficult, which could negatively affect sales to consumers of our products. Without access to a single market that includes the U.K. and countries of the E.U., it may be more challenging and costly to distribute our products to those regions.

The laws of some countries either do not protect our products, brands, and intellectual property to the same extent as the laws of the U.S. or are inconsistently enforced. Legal protection of our rights may be ineffective in countries with weaker intellectual property enforcement mechanisms. Competitors may use our technologies without authorization, in jurisdictions where we have not obtained protection, to develop their own games and, further, may export otherwise violating games to territories where we have protection but enforcement is not as strong as that in the U.S. These games may compete with our games, and our intellectual property rights may not be effective or sufficient to prevent such competition. In addition, certain third parties have registered our intellectual property rights without authorization in foreign countries. Successfully registering such intellectual property rights could limit or restrict our ability to offer products and services based on such rights in those countries. Although we take steps to enforce and police our rights, our practices and methodologies may not be effective against all eventualities.

We depend on servers and Internet bandwidth to operate our games and digital services with online features. If we were to lose server capacity or lack sufficient Internet bandwidth for any reason, our business could suffer. Connectivity issues could affect our profitability and our ability to sell and provide online services for our products.

We rely upon third-party digital delivery platforms, such as Microsoft's Xbox Live, PlayStation Network, Steam, ~~Epic,~~ and other third-party service providers, to provide connectivity from the consumer to our digital products and our online services. Connectivity issues could prevent customers from accessing this content and our ability to successfully market and sell our products could be adversely affected. Given the increasing global usage of online platforms, the risks of connectivity issues may be heightened. In addition, we could experience similar issues related to services we host on our internal servers. Such issues also could affect our ability to provide game-related services and could have a material adverse effect on our business, financial condition, and operating results.

Events such as limited hardware failure, any broad-based catastrophic server malfunction, extended power outages or failure for any reason of telecommunications or other critical infrastructure, a significant intrusion by hackers that circumvents security measures, or a failure of disaster recovery services would likely interrupt the functionality of our games with online services and could result in a loss of sales for games and related services. An extended interruption of service could materially adversely affect our business, financial condition and operating results.

We expect a significant portion of our games to be online enabled in the future, and therefore we must project our future server needs and make advance purchases of servers or server capacity to accommodate expected business demands. If we underestimate the amount of server capacity our business requires, if our business were to grow more quickly than expected, or if Internet bandwidth becomes limited, our consumers may experience service problems, such as slow or interrupted gaming access. Insufficient server capacity may result in decreased sales, a loss of our consumer base and adverse consequences to our 21

20services and could result in a loss of sales for games and related services. An extended interruption of service could materially adversely affect our business, financial condition and operating results.

Because of the importance of our online business to our revenues and results of operations, our ability to access adequate Internet bandwidth and online computational resources to support our business is critical. If the price of such resources increases, we may not be able to increase our prices or subscriber levels to compensate for such costs, which could materially adversely affect our business, financial condition, and operating results.

We use open-source software in connection with certain of our games and services, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative impact on our business.

We use open-source software in connection with certain of our games and the services we offer. The original developers of the open source code provide no warranties on such code and open-source software may have unknown bugs, malfunctions and other security vulnerabilities, which could impact the performance and information security of our technology. Some open-source software licenses require users who distribute open-source software as part of their software to publicly disclose all or part of the source code to such software or make available any derivative works of the open-source code on unfavorable terms or at no cost. From time to time, we may face claims from the copyright holders of open-source software alleging copyright infringement and breach of contract for failure to meet the open source license terms, such as the failure to publicly disclose our proprietary code that is a derivative work of the open-source software. Additionally, the copyright holders of open-source software could demand release of the source code of any of our proprietary code that is a derivative work of the open-source software, or otherwise seek to enforce, have us specifically perform, or recover damages for the alleged infringement or breach of, the terms of the applicable open-source license. These claims could also result in litigation, require us to purchase costly licenses or require us to devote additional research and development resources to change our games. The terms of various open-source licenses have not been interpreted by courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our use of the open-source software. If it were determined that our use was not in compliance with a particular license, we may be required to release our proprietary source code, pay damages for breach of contract, re-engineer our games, discontinue distribution in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our game development efforts, any of which could harm our business. Open-source compliance problems can also result in damage to reputation and challenges in recruitment or retention of engineering personnel. Additionally, the shared nature of open-source software may increase the ability of cyberattackers to discover and exploit vulnerabilities, which may increase the likelihood of a data breach, ransomware, network interruption, or other type of cyberattack against us or against third parties who may use open-source software, such as our platform partners or key vendors, any of which could negatively impact our business.

Our software is susceptible to errors, which can harm our financial results and reputation.

The technological advancements of new hardware platforms result in the development of more complex software products. As software products become more complex, the risk of undetected errors in new products increases. We may need to produce and distribute patches in order to repair such errors, which could be costly and may distract our developers from working on new products. If, despite testing, errors are found in new products or releases after shipments have been made, we may have to consider suspending distribution of defective products or offering refunds, and we could experience a loss of or delay in timely market acceptance, product returns, loss of revenue, increases in costs relating to the repair of such errors and damage to our reputation. In such an event, the technological reliability and stability of our products and services could be below our standards and the standards of our players and our reputation, brand and sales could be adversely affected. In addition, we could be required to, or may find it necessary to, offer a refund for the product or service, suspend the availability or sale of the product or service or expend significant resources to cure the defect, bug or error each of which could significantly harm our business and operating results.

Our ability to acquire and maintain licenses to intellectual property, especially for sports titles, affects our revenue and profitability. Competition for these licenses may make them more expensive and increase our costs.

Certain of our products are based on or incorporate intellectual property owned by others. For example, certain of our 2K products include rights licensed from major sports leagues and players' associations. Similarly, some of our other titles are based on licenses of popular products and entertainment brands. Competition for these licenses is intense. If we are unable to maintain and renew these licenses or obtain additional licenses on reasonable economic terms or with significant commercial value, our revenue and profitability could decline significantly. Competition for these licenses may also increase the advances, guarantees and royalties that we must pay to the licensor, which could significantly increase our costs and adversely affect our profitability. In addition, on certain intellectual property licenses, we are subject to guaranteed minimum payments, royalties or standards of performance and may not be able to terminate these agreements prior to their stated expiration. If such licensed products do not generate revenues in excess of such minimum guarantees, our profitability will be adversely affected.

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based on licenses of popular products and entertainment brands. Competition for these licenses is intense. If we are unable to maintain and renew these licenses or obtain additional licenses on reasonable economic terms or with significant commercial value, our revenue and profitability could decline significantly. Competition for these licenses may also increase the advances, guarantees and royalties that we must pay to the licensor, which could significantly increase our costs and adversely affect our profitability. In addition, on certain intellectual property licenses, we are subject to guaranteed minimum payments, royalties or standards of performance and may not be able to terminate these agreements prior to their stated expiration. If such licensed products do not generate revenues in excess of such minimum guarantees, our profitability will be adversely affected.

Moreover, if we breach our obligations under existing or future licenses, we may be required to pay damages and our licensors might have the right to terminate the license or change an exclusive license to a nonexclusive license. Termination by a licensor would cause us to lose valuable rights and could inhibit our ability to commercialize future games, which would harm our business, results of operations and financial condition. In addition, certain intellectual property rights may be licensed to us on a nonexclusive basis. The owners of nonexclusively licensed intellectual property rights are free to license such rights to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. Our licensors may own or control intellectual property rights that have not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights. In addition, the agreements under which we license intellectual property rights or technology from third parties are generally complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology or increase what we believe to be our financial or other obligations under the relevant agreement. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

We may experience declines or fluctuations in the recurring portion of our business.

Our business model includes revenue that we expect to be recurring in nature, such as revenue from our annualized titles and associated services, and ongoing mobile businesses. While we have been able to forecast the revenue from these areas of our business with greater certainty than for new offerings, we cannot provide assurances that consumers will purchase these games and services on a consistent basis. Furthermore, we may cease to offer games and services that we previously had deemed to be recurring in nature. Consumer purchases of our games and services may decline or fluctuate as a result of a number of factors, including their level of satisfaction with our games and services, our ability to improve and innovate our annualized titles, our ability to adapt our games and services to new platforms, outages and disruptions of online services, the games and services offered by our competitors, our marketing and advertising efforts or declines in consumer activity generally as a result of economic downturns, among others. Any decline or fluctuation in this portion of our business may have a negative impact on our financial and operating results.

Our quarterly and annual operating results are dependent on the release of hit titles and therefore dependent on the timing of our product releases, which may cause our quarterly operating results to fluctuate significantly.

We have experienced and may continue to experience wide fluctuations in quarterly operating results. The release of a hit title typically leads to a high level of sales during the first few months after introduction followed by a rapid decline in sales. In addition, the interactive entertainment industry is highly seasonal, with sales typically higher during the fourth calendar quarter, primarily due to increased demand for games during the holiday season. Demand for and sales of titles in our NBA 2K series are also seasonal in that they are typically released just prior to the start of the NBA season. If a key event or sports season to which our product release schedule is tied were to be delayed or interrupted, our sales might also suffer disproportionately. Our failure or inability to produce hit titles or introduce products on a timely basis to meet seasonal fluctuations in demand could adversely affect our business, financial condition and operating results. The uncertainties associated with software development, manufacturing lead times, production delays and the approval process for products by hardware manufacturers and other licensors make it difficult to predict the quarter in which our products will ship and therefore may cause us to fail to meet financial expectations. We also expect that a relatively limited number of popular franchises will continue to produce a disproportionately high percentage of our revenues and profits. Due to this dependence on a limited number of franchises, the failure to achieve anticipated results by one or more products based on these franchises could negatively impact our business. Additionally, if the popularity of a franchise declines, as has happened in the past with other popular franchises, we may have to write off the unrecovered portion of the underlying intellectual property assets, which could negatively impact our business.

We are dependent on the future success of our Grand Theft Auto products, and we must continue to publish hit titles or sequels to such hit titles in order to compete successfully in our industry.

Grand Theft Auto and certain of our other titles, such as Red Dead Redemption or NBA 2K, are hit products and have historically accounted for a substantial portion of our revenue. Grand Theft Auto products contributed 12.6% of our net revenue for the fiscal year ended March 31, 2025, and the five best-selling franchises (including Grand Theft Auto), which may change year over year, in the aggregate accounted for 53.1% of our net revenue for the fiscal year ended March 31, 2025. If we fail to continue to develop and sell new commercially successful hit titles or sequels to such hit titles or experience any delays in product releases or disruptions following the commercial release of our hit titles or their sequels, our revenue and profits may decrease substantially, and we may incur losses. In addition, competition in our industry is intense and a relatively small number of hit titles account for a large portion of total revenue in our industry. Hit products offered by our competitors may take a larger share of consumer spending than we anticipate, which could cause revenue generated from our products to fall below our expectations. If our competitors develop more successful products or services at lower price points or based on

payment models perceived as offering better value, or if we do not continue to develop consistently high quality and well-received products and services, our revenue and profitability may decline. In addition, both the online and mobile games marketplaces are characterized by frequent product introductions, relatively low barriers to entry, and new and evolving business methods, technologies and platforms for development. Widespread consumer adoption of these new platforms for games and other technological advances in and/or new business or payment models in online or mobile game offerings could negatively affect our sales of console and traditional PC products.

Price protection granted to our customers and returns of our published titles by our customers may adversely affect our operating results.

We are exposed to the risk of price protection and product returns with respect to our customers. Our distribution arrangements with customers generally do not give them the right to return titles to us or to cancel firm orders. However, we sometimes accept product returns from our distribution customers for stock balancing and negotiate accommodations for customers, which include credits and returns, when demand for specific products falls below expectations. We grant price protection and accept returns in connection with our publishing arrangements, and revenue is recognized after deducting estimated price protection and reserves for returns. While we believe that we can reliably estimate price protection and returns, if price protection and return rates for our products exceed our reserves, our revenue could decline, which could have a material adverse effect on our business, financial condition, and operating results.

Increased competition for limited promotional support from retailers could affect the success of our business and require us to incur greater expenses to market our titles.

While digital sales are increasingly important to our business, for physical sales, retailers have limited promotional resources. Competition is intense among newly introduced interactive entertainment software titles for adequate levels of promotional support. We cannot be certain that our new products will consistently achieve bestseller status. Competitors with more extensive lines and more popular titles may have greater bargaining power with retailers. Accordingly, we may not be able, or we may have to pay more than our competitors, to achieve similar levels of promotional support. Similarly, as digital sales increase in importance to our business, there is increasing competition for premium placements of products on websites.

A limited number of customers account for a significant portion of our sales. The loss of a principal customer or other significant business relationship could seriously hurt our business.

A substantial portion of our product sales are made to a limited number of customers. Sales to our five largest customers during the fiscal year ended March 31, ~~2025~~2026 accounted for 8180.06% of our net revenue, with Apple, Sony, Google, and Microsoft each accounting for more than 10.0%. Our sales are made primarily without long-term agreements or other commitments, and our customers may terminate their relationship with us at any time. Certain of our customers may decline to carry products containing mature content. The loss of our relationships with principal customers or a decline in sales to principal customers, including as a result of a product being rated "AO" (age 18 and over), could materially adversely affect our business, financial condition, and operating results. In addition, if our customers are subject to pricing pressures due to deteriorating demand for our products, competition, or otherwise, such customers may pass those pricing pressures through to us, which could materially adversely affect our business, financial condition and operating results.

In addition, because some of our customers are also publishers of games for their own hardware platforms and may manufacture products for other licensees, such customers may give priority to their own products or those of our competitors. Accordingly, console manufacturers like Sony or Microsoft could cause unanticipated delays in the release of our products, as well as increases to projected development, manufacturing, marketing, or distribution costs, any of which could negatively impact our business.

Furthermore, our customers may also be placed into bankruptcy, become insolvent, or be liquidated due to economic downturns, global credit contractions, or other factors. Bankruptcies or consolidations of certain large retail customers could seriously hurt our business, including as a result of uncollectible accounts receivable from such customers and the concentration of purchasing power among large retailers. In addition, our results of operations may be adversely affected if certain of our customers who purchase on credit terms are no longer eligible to purchase on such terms due to their financial distress or lack of credit insurance, which may reduce the quantity of products they demand from us.

Content policies adopted by retailers, consumer opposition and litigation could negatively affect sales of our products.

Retailers, including digital storefronts and platform partners, may decline to sell interactive entertainment software containing what they judge to be graphic violence, sexually explicit material, or other content that they deem inappropriate. If retailers decline to sell our products based on their opinion that they contain objectionable themes, graphic violence, sexually explicit material, or other generally objectionable content, or if any of our previously "M" rated series products are rated "AO," we might be required to significantly change or discontinue particular titles or series, which in the case of our best-selling Grand Theft Auto titles could seriously affect our business. Consumer advocacy groups have opposed sales of interactive entertainment software containing objectionable themes, violence, sexual material, or other objectionable content by pressing for legislation in these areas and by engaging in public demonstrations and media campaigns. Additionally, although lawsuits seeking damages for injuries allegedly suffered by third parties as a result of video games have generally been unsuccessful in the courts, claims of this kind have been asserted against us from time to time and may be asserted and be successful in the future. An increase in the number of lawsuits filed by the families of victims of violence may trigger supplemental governmental scrutiny, damage our reputation, and negatively affect the sale of our products. Further, in 2019, the World Health Organization included "gaming disorder" in the 11th revision of the International Classification of Diseases, leading some to consider legislation and policies aimed at addressing this issue, and, more recently prompting lawsuits against many in the industry, including us. In addition, public dialogue concerning interactive entertainment may have an adverse impact on our reputation and our customers' willingness to purchase our products.

the industry, including us. In addition, public dialogue concerning interactive entertainment may have an adverse impact on our reputation and our customers' willingness to purchase our products.

We submit our products for rating by the ESRB in the U.S. and other voluntary or government ratings organizations in foreign countries. Failure to obtain a target rating for certain of our products could negatively affect our ability to distribute and sell those games, as could the re-rating of a game for any reason.

We voluntarily submit our game products to the ESRB, a U.S.-based non-profit and independent ratings organization. The ESRB system provides consumers with information about game content using a rating symbol that generally suggests the appropriate player age group and specific content descriptors, such as graphic violence, profanity or sexually explicit material. The ESRB may impose significant penalties on game publishers for violations of its rules related to rating or marketing games, including revocation of a rating or monetary fines. Other countries require voluntary or government backed ratings as prerequisites for product sales. In some instances, we may have to modify our products in order to market them under the target rating, which could delay or disrupt the release of our products. In addition, some of our titles may not be sold at all or without extensive edits in certain countries.

In the U.S., if the ESRB rates a game as "AO" ~~(age 18 and older)~~, platform licensors may not certify the game and retailers may refuse to sell it. In addition, some consumers have reacted to re-ratings or controversial game content by refusing to purchase such games, demanding refunds for games that they had already purchased, and refraining from buying other games published by us. Many of our Rockstar titles and certain of our 2K titles have been rated "M" (age 17 and older) by the ESRB. If we are unable to obtain "M" ratings and instead receive "AO" ratings on future versions of those or similar titles as a result of changes in the ESRB's ratings standards or for other reasons, including the adoption of legislation in this area, our business and prospects could be negatively affected. If any of our games are re-rated by the ESRB or other foreign-based ratings organizations, we could be exposed to litigation, administrative fines and penalties and other potential liabilities, and our operating results and financial condition could be significantly affected.

Many of our Rockstar titles and certain of our 2K titles have been rated "M" (age 17 and older) by the ESRB. If we are unable to obtain "M" ratings and instead receive "AO" ratings on future versions of those or similar titles as a result of changes in the ESRB's ratings standards or for other reasons, including the adoption of legislation in this area, our business and prospects could be negatively affected. If any of our games are re-rated by the ESRB or other foreign-based ratings organizations, we could be exposed to litigation, administrative fines and penalties and other potential liabilities, and our operating results and financial condition could be significantly affected.

We have implemented processes to comply with the requirements of the ESRB and other ratings organizations and properly display the designated rating symbols and content descriptions. Nonetheless, these processes are subject to human error, circumvention, overriding, and reasonable resource constraints. If a video game we publish were found to contain undisclosed pertinent content, the ESRB could re-rate that game and change the associated content descriptors originally assigned, require us to recall the game and/or change the game or game packaging, and/or impose a fine on us. In addition, retailers could refuse to sell the game and demand that we accept the return of any unsold copies or returns from customers, and consumers could refuse to buy such game, or demand that we refund their money and/or refrain from buying other games published by us. This could have a material negative effect on our operating results and financial condition. In addition, we may be exposed to litigation, administrative fines, and penalties, and our reputation could be harmed, which could affect sales of our other video games. If any of these were to occur, our business and financial performance could be significantly harmed.

Certain other countries have also established content rating systems as prerequisites for product sales in those countries. In addition, certain stores use other ratings systems, such as Apple’s use of its proprietary “App Rating System” and Google Play’s use of the IARC rating system. If we are unable to obtain the ratings we have targeted for our products, it could have a negative impact on our business. In some instances, we may be required to modify our products to meet the requirements of the rating systems, which could delay or disrupt the release of any given product or may prevent its sale altogether in certain territories. Further, if one of our games is re‑rated for any reason, a ratings organization could require corrective actions, which could include a recall, retailers could refuse to sell it and demand that we accept the return of any unsold or returned copies or consumers could demand a refund for copies previously purchased.

Additionally, retailers may decline to sell interactive entertainment software containing what they judge to be graphic violence or sexually explicit material or other content that they deem inappropriate for their businesses, whether because a product received a certain rating by the ESRB or other content rating system, or otherwise. If retailers decline to sell our products based upon their opinion that they contain objectionable themes, graphic violence or sexually explicit material, or other generally objectionable content, we might be required to modify particular titles or forfeit the revenue opportunity of selling such titles with that retailer.

If we are unable to protect the intellectual property relating to our software, the commercial value of our products will be adversely affected, and our competitive position could be harmed.

We develop proprietary software and have obtained the rights to publish and distribute software developed by third parties. We attempt to protect our software and production techniques under patent, copyright, trademark and trade secret laws as well as through contractual restrictions on disclosure, copying and distribution. Nonetheless, our software is susceptible to piracy and unauthorized copying, and third parties may potentially exploit or misappropriate our intellectual property and proprietary information, causing significant reputational damage. Unauthorized third parties, for example, may be able to copy or to reverse engineer our software to obtain and use programming or production techniques that we regard as proprietary. Well organized piracy operations have also proliferated in recent years, resulting in the ability to download pirated copies of our software over the Internet. Although we attempt to incorporate protective measures into our software, piracy of our products could negatively affect our future profitability.

or to reverse engineer our software to obtain and use programming or production techniques that we regard as proprietary. Well organized piracy operations have also proliferated in recent years, resulting in the ability to download pirated copies of our software over the Internet. Although we attempt to incorporate protective measures into our software, piracy of our products could negatively affect our future profitability.

In addition, "cheating" programs or other unauthorized software tools and modifications that enable consumers to cheat in games harm the experience of players who play fairly and could negatively impact the volume of microtransactions or purchases of downloadable content which may disrupt the virtual economies of our games and reduce the demand for virtual items, disrupting our in-game economy. In addition, unrelated third parties have attempted to scam our players with fake offers for virtual items or other game benefits. We devote significant resources to discovering, discouraging, and disabling these cheating and scam programs and activities, including by "taking down" offending content and by initiating litigation where appropriate. Despite our efforts, if we are unable to do so quickly, our operations may be disrupted, our reputation may be damaged, players may stop playing our games and our ability to reliably validate our audience metrics may be negatively affected. These cheating programs and scam offers result in lost revenue from paying players, disrupt our in-game economies, divert time from our personnel, increase costs of developing technological measures to combat these programs and activities, increase our customer service costs needed to respond to dissatisfied players, and may lead to legal claims.

Also, vulnerabilities in the design of our applications and of the platforms upon which they run could be discovered after their release. This may lead to lost revenues from paying consumers or increased cost of developing technological measures to respond to these, either of which could negatively affect our business.

The value of our virtual items is highly dependent on how we manage the economies in our games. If we fail to manage our game economies properly, our business may suffer.

Paying players make purchases in our games because of the perceived value of these virtual items, which is dependent on the relative ease of obtaining an equivalent good by playing our game. The perceived value of these virtual items can be impacted by various actions that we take in the games including offering discounts for virtual items, giving away virtual items in promotions or providing easier non-paid means to secure these goods. Managing game economies is difficult and relies on our assumptions and ~~judgement~~judgment. If we fail to manage our virtual economies properly or fail to promptly and successfully respond to any such disruption, our reputation may suffer and our players may be less likely to play our games and to purchase virtual items from us in the future, which would cause our business, financial condition and results of operations to suffer.

Some of our players may make sales or purchases of virtual items used in our games through unauthorized or fraudulent third-party websites, which may reduce our revenue.

Game accounts and virtual items in our games have no monetary value outside of our games. Nonetheless, some of our players may make sales and/or purchases of game accounts or virtual items, such as virtual currency, through unauthorized third-party sellers in exchange for real currency. These unauthorized or fraudulent transactions are usually arranged on third-party websites and the virtual items offered may have been obtained through unauthorized means such as exploiting gameplay vulnerabilities in our games, from scamming our players with fake offers for virtual items or other game benefits, or from credit card fraud. We do not in any way facilitate these transactions and do not generate any revenue from them. These unauthorized purchases and sales from third-party sellers have in the past and could in the future impede our revenue and profit growth by, among other things:

•decreasing revenue from authorized transactions;

•creating downward pressure on the prices we charge players for our virtual items;

•increasing chargebacks from unauthorized credit card transactions;

•causing us to lose revenue from dissatisfied players who stop playing a particular game;

•causing us to lose revenue from players who we take disciplinary action against, including banning certain players who may have previously made purchases within our games;

•increasing costs we incur to develop technological measures to detect, prevent, and curtail unauthorized transactions;

•increasing costs we incur in pursuing enforcement action against the individuals and websites responsible for facilitating such unauthorized transactions;

•increasing risk of certain monetization practices in our games being erroneously deemed a form of gambling in certain jurisdictions by virtue of the existence of such authorized marketplaces;

•resulting in negative publicity or harm our reputation with players and partners; and

•increasing customer support costs to respond to dissatisfied players.

To discourage unauthorized purchases and sales of game accounts and virtual items, we state in our terms of service that the buying or selling of game accounts and virtual items from unauthorized third-party sellers may result in bans from our games or legal action. We periodically encounter such issues and expect to continue to do so. We have banned players as a result of such activities. We have also issued DMCA notices and filed lawsuits against third parties attempting to “sell” game accounts and virtual items from our games outside of our games. We have also employed technological measures to help detect unauthorized transactions and continue to develop additional methods and processes by which we can identify unauthorized transactions and block such transactions. However, there can be no assurance that our efforts to detect, prevent or minimize these unauthorized or fraudulent transactions will be successful and that these actions will not increase over time.

result of such activities. We have also issued DMCA notices and filed lawsuits against third parties attempting to “sell” game accounts and virtual items from our games outside of our games. We have also employed technological measures to help detect unauthorized transactions and continue to develop additional methods and processes by which we can identify unauthorized transactions and block such transactions. However, there can be no assurance that our efforts to detect, prevent or minimize these unauthorized or fraudulent transactions will be successful and that these actions will not increase over time.

We have a significant amount of outstanding indebtedness, and may incur other indebtedness in the future, all of which may adversely affect our financial condition and future financial results.

As of March 31, 2025, we had $3,650.0 aggregate principal amount of outstanding senior notes ("Senior Notes") and a $750.0 revolving credit facility under that certain Credit Agreement, dated as of May 23, 2022 (as amended, the "2022 Credit Agreement") with no outstanding borrowings. (Refer to Note 11 – Debt to our Consolidated Financial Statements, herein.)

As our outstanding Senior Notes mature, we will have to expend significant resources to either repay or refinance such notes. If we decide to refinance our Senior Notes, we may be required to do so on different or less favorable terms or we may be unable to refinance such notes at all, either of which may adversely affect our financial condition.

Our current or future levels of indebtedness may adversely affect our financial condition and future financial results by, among other things:

•increasing our vulnerability to adverse changes in general economic, industry and competitive conditions;

•requiring the dedication of a greater than expected portion of our expected cash from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for general corporate purposes, including capital expenditures and acquisitions; and

•limiting our flexibility in planning for, or reacting to, changes in our business and our industry.

We are required to comply with the covenants set forth in the indentures governing our outstanding indebtedness, including our Senior Notes, Convertible Notes, and 2022 Credit Agreement. Our ability to comply with these covenants may be affected by events beyond our control. If we breach any of the covenants and do not obtain a waiver from the holders of our indebtedness or the lenders under the 2022 Credit Agreement, then, subject to applicable cure periods, any outstanding indebtedness may be declared immediately due and payable. Further, these covenants may limit our ability to take various actions, including incurring additional debt, paying dividends, repurchasing shares, and acquiring or disposing of assets or businesses. Accordingly, we may be restricted from taking actions that we believe would be desirable and in the best interest of us and our stockholders. In addition, changes by any rating agency to our credit rating may negatively impact the value and liquidity of our securities. Downgrades in our credit ratings could also restrict our ability to obtain additional financing in the future and could affect the terms of any such financing.

Risks related to legal or regulatory compliance

Companies and governmental agencies may restrict access to platforms, our website, mobile applications or the Internet generally, which could have a negative impact on our business.

We rely on our consumers' access to significant levels of Internet bandwidth for the sale and digital delivery of our content and the functionality of our games with online features. Changes in laws or regulations that adversely affect the growth, popularity, or use of the Internet, including laws affecting "net neutrality" or measures enacted in certain jurisdictions, ~~for example as a result of the COVID-19 pandemic,~~ could decrease the demand for our products and services or increase our cost of doing business. Although certain jurisdictions have implemented laws and regulations intended to prevent Internet service providers from discriminating against particular types of legal traffic on their networks, other jurisdictions may lack such laws and regulations or repeal existing laws or regulations. In 2024, the Federal Communications Commission's efforts to reinstate net neutrality regulations in the U.S. were blocked by the Sixth Circuit Court of Appeals. Notwithstanding that decision, several states have enacted net neutrality regulations. Given uncertainty around these rules, including changing interpretations, amendments, or repeal, coupled with the potentially significant political and economic power of local Internet service providers and the relatively significant level of Internet bandwidth access our products and services require, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expenses, or otherwise negatively affect our business.

~~may~~Sixth ~~also~~Circuit ~~adopt~~Court ~~policies~~of Appeals. Notwithstanding that ~~prohibit~~decision, ~~employees~~several ~~from~~states ~~accessing~~have ~~Apple,~~enacted ~~Google~~net neutrality regulations. Given uncertainty around these rules, ~~Facebook~~including ~~and~~changing ~~our~~interpretations, ~~website~~amendments, or ~~any~~repeal, ~~social~~coupled ~~platform.~~with Ifthe ~~companies~~potentially orsignificant ~~governmental~~political ~~entities~~and ~~block~~economic orpower ~~limit~~of ~~such~~local orInternet ~~otherwise~~service ~~adopt~~providers ~~policies~~and ~~restricting~~the ~~players~~relatively ~~from~~significant ~~playing~~level ~~our~~of ~~games,~~Internet bandwidth access our ~~business~~products and services require, we could beexperience ~~negatively~~discriminatory ~~impacted~~or ~~and~~anti-competitive practices that could ~~lead~~impede our growth, cause us to ~~the~~incur ~~loss~~additional expenses, or ~~slower~~otherwise ~~growth~~negatively ofaffect our ~~player base~~business.

Additionally, our players generally need to access the Internet and in particular platforms such as the Apple App Store, the Google Play Store, Facebook, Snapchat or our website to play our mobile games. Companies and governmental agencies could block access to, impose restrictions on or require a license for any platform, our website or mobile applications for a number of reasons such as security or confidentiality concerns or regulatory reasons which may include, among other things, governmental restrictions on certain content in a particular country, requirements to establish a local presence in a particular jurisdiction, and a requirement that player information be stored on servers in a country within which we operate. Companies may also adopt policies that prohibit employees from accessing Apple, Google, Facebook and our website or any social platform. If companies or governmental entities block or limit such or otherwise adopt policies restricting players from playing our games, our business could be negatively impacted and could lead to the loss or slower growth of our player base.

Our business and products are subject to a variety of existing U.S. and foreign laws and regulations, many of which are unsettled and still developing, as well as potential new legislation, all of which could subject us to claims or otherwise harm our business.

As a global company, we are subject to a variety of regulations and laws in the U.S. and abroad, including regarding consumer protection (including the use of prepaid cards, online safety, and the protection of minors), subscriptions, advertising, electronic marketing, privacy (including verified parental consent and age assurance), biometrics, cybersecurity, data protection and data localization or data transfer requirements, AI, online services, online gaming or gambling, anti-competition, freedom of speech, labor, real estate, taxation, social media and content moderation, escheatment, intellectual property ownership and infringement, tax, export and national security, tariffs and other trade restrictions, anti-corruption and telecommunications, all of which are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us, which in some cases can be enforced by private parties in addition to government entities and regulatory bodies, are often uncertain and may be conflicting, particularly laws outside the U.S., and compliance with laws, regulations, codes of practice, and similar requirements may be burdensome and expensive. Laws and regulations may be inconsistent, or even contradictory, from jurisdiction to jurisdiction, which may increase the cost of compliance and doing business and expose us to possible litigation, penalties or fines, which in certain circumstances can be linked to a percentage of our global turnover. Any changes which we may introduce to our games in order to comply with these laws, regulations, codes of practice, and similar requirements, could make our games less attractive to our players, or cause us to change or limit our ability to sell our products in certain jurisdictions. We have policies and procedures designed to ensure compliance with applicable laws and regulations, but we cannot assure that we will not be deemed to have violated any such laws and regulations.

Several proposals have been made for federal legislation to regulate our industry. Such proposals seek to prohibit the sale of products containing certain content and functionality included in some of our games. If any such proposals are enacted into law, it may limit the potential market for some of our games in the U.S., and adversely affect our business, financial condition and operating results. Other countries have adopted laws regulating content both in packaged games and those transmitted over the Internet that are stricter than current U.S. laws. In the U.S., proposals have also been made by numerous state legislators to regulate and prohibit the sale of interactive entertainment software products containing certain types of violent or sexual content to audiences under the ages of 17 or 18, such as the State of California's "ultraviolent video games law" that sought to ban the sale or rental of violent video games to minors. While such legislation to date has been enjoined by legal action of industry and retail groups or been found unconstitutional, the adoption into law of such legislation in federal and/or in state jurisdictions in which we do significant business could severely limit the retail market for some of our games.

In addition, there are ongoing academic, political and regulatory discussions in the U.S., Europe, Middle East, Asia, Australia, Brazil and other jurisdictions regarding whether certain game genres, such as social casino, or certain game mechanics, such as “"loot boxes,”" or in- game "virtual currencies," should be subject to a higher level or different type of regulation than other game genres or mechanics to protect consumers, in particular minors and vulnerable adults, and, if so, what such ~~regulation~~regulations should include. In particular, Australia and Brazil have recently introduced more stringent regulations on games that contain simulated gambling and loot boxes. If new regulations are imposed, or other regulations are interpreted to apply to our games or certain game mechanics, such rules and regulations may expose us to civil and criminal penalties if we do not comply. For example, in January 2025, the ~~FTC~~U.S. ~~recently~~Federal ~~announced~~Trade aCommission ~~major~~("FTC") announced an enforcement action against a game developer for various consumer protection and privacy violations related to a game that was deemed by the FTC to have been directed at children under the ~~Children~~federal children's ~~Online~~privacy ~~Privacy Protection Act~~law. Central to the FTC's complaint was the game's implementation of a virtual currency and loot box system that was deemed too confusing for vulnerable consumers such as children and teens. The complaint was settled with the developer having to, among other things, agree to a ten-year compliance ~~monitoring program and pay a fine of $20 million.~~

Additionally, in the U.K., the government is expected to conclude its review of the implementation of the industry guidance on loot boxes which was published by the U.K. Interactive Entertainment Association. It is possible that the government's review may recommend further regulation to address the concerns raised during the 2020 call for evidence into loot boxes in video games. In addition, in Australia, the Guidelines for the Classification of Computer Games 2023, which went into effect in September 2024 limit games containing "simulated gambling" features to adults aged 18 and over, and require games which do not contain simulated gambling, but which contain loot boxes, to be rated M (Mature), meaning they would only be recommended as being suitable for players aged 15 and over.

Furthermore, in June 2023, the Dutch Minister of Economic Affairs sent a letter to Parliament, outlining her Consumer Agenda, which included a ban on loot boxes in the E.U. and in the Netherlands and the amendment of legislation to characterize loot boxes as an unfair commercial practice. The Dutch Minister of Foreign Affairs has continued to push for an E.U.-wide ban on loot boxes, reaffirming in 2024 their intent to include it in the Digital Fairness Act. The Digital Fairness Act will focus on strengthening consumer protections, including the use of dark patterns, with the first set of proposals under the Digital Fairness

~~Act~~monitoring ~~expected~~program toand bepay ~~released~~a byfine ~~end~~ of ~~2025~~$20 ~~or early 2026~~million. ~~The~~Also, ~~European~~we ~~Commission~~may ~~has~~be ~~confirmed~~subject ~~that~~to ~~loot~~civil ~~boxes~~claims ~~are~~and ~~being~~regulatory ~~considered~~actions asalleging ~~part~~our ~~of its preparation of those proposals~~games, ~~but~~including ~~whether~~social ~~those~~casino ~~proposals will include such a prohibition on loot boxes remains unclear at this stage. Similarly~~games, ~~the~~violate ~~E.U.'s~~certain ~~Consumer~~state ~~Protection~~laws ~~Cooperation~~concerning ~~Network~~unfair ~~(which~~or isdeceptive ~~comprised~~acts ofor ~~consumer~~practices ~~protection~~in ~~authorities~~conduct ~~from across the E.U.'s various member states) has recently published a set~~ of ~~"Key~~any ~~Principles~~trade onor ~~In-game~~commerce ~~Virtual~~or ~~Currencies"~~certain ~~that~~state ~~introduces~~gambling ~~novel interpretations of existing E~~laws.~~U. consumer protection law and that present significant challenges for games that offer in-game virtual currencies to consumers in the E.U.~~

~~In February 2023~~Additionally, ~~an Austrian regional court ruled that loot boxes~~ in ~~one of our competitor’s video games constitute illegal gambling due, principally, to~~ the ~~existence of an unauthorized secondary market for certain of the game's virtual items~~U. ~~While there have been other Austrian court cases that have reached the opposite conclusion~~K., the ~~long-term viability of this mechanism in Austria remains uncertain with the Austrian~~ government ~~having~~is ~~recently~~expected ~~announced an intention~~ to ~~further~~conclude ~~regulate~~its ~~loot~~review ~~boxes. Lastly, in March 2025, Spain's Council~~ of ~~Ministers introduced a new minor protection bill to~~ the ~~Spanish~~implementation ~~Parliament~~of ~~that proposes to limit~~ the ~~availability~~industry ofguidance ~~certain~~on loot boxes towhich ~~consumers~~was inpublished ~~Spain~~by ~~who~~the ~~are~~U.K. atInteractive ~~least~~Entertainment ~~18 years old~~Association. It is possible that ~~other~~the ~~courts~~government's orreview ~~regulatory~~may ~~agencies~~recommend ~~could~~further ~~adopt~~regulation ~~similar~~to ~~regulations~~address orthe ~~similarly~~concerns ~~broad~~raised ~~interpretations~~during ofthe ~~existing~~2020 ~~gambling~~call ~~laws~~for toevidence ~~effectively~~into ~~regulate~~ loot boxes in ~~their~~video ~~jurisdiction as a form of gambling or otherwise as a prohibited commercial practice~~games. In ~~some~~addition, ofin ~~our games~~Australia, ~~such~~the asPhase ~~CSR Racing~~ 2, ~~Dragon~~Industry ~~City,~~Codes ~~Empires~~were &recently ~~Puzzles,~~approved ~~FarmVille~~by 3,eSafety ~~Golf~~and ~~Rival,~~have ~~Harry~~introduced ~~Potter:~~new ~~Puzzles~~age &assurance ~~Spells,~~and ~~Merge~~other ~~Dragons!,~~online ~~Merge~~safety ~~Magic!,~~requirements ~~Monster~~for ~~Legends,~~distribution ~~NBA~~platforms ~~2K, Top Eleven, WWE 2K,~~ and ~~Zynga~~games ~~Poker,~~containing certain ~~mechanics~~content ~~may~~or beinteractive ~~deemed as “loot boxes~~features.”

Furthermore, the European Commission has confirmed that loot boxes, virtual currencies, and certain in-game mechanics, are being considered as part of its preparation of the Digital Fairness Act, a draft of which is expected to be published later this year. Similarly, the E.U.'s Consumer Protection Cooperation Network (which is comprised of consumer protection authorities from across the E.U.'s various member states) has recently published a set of "Key Principles on In-game Virtual Currencies" that introduces novel interpretations of existing E.U. consumer protection law and that present significant challenges for games that offer in-game virtual currencies to consumers in the E.U.

In March 2025, Spain's Council of Ministers introduced a new minor protection bill to the Spanish Parliament that proposes to limit the availability of certain loot boxes to consumers in Spain who are at least 18 years old. A similar bill was introduced in February 2026 by Portugal's Parliament. It is possible that other courts or regulatory agencies could adopt similar regulations or similarly broad interpretations of existing gambling laws to effectively regulate loot boxes in their jurisdiction as a form of gambling or otherwise as a prohibited commercial practice. In some of our games, such as CSR Racing 2, Dragon City, Empires & Puzzles, FarmVille 3, Golf Rival, Harry Potter: Puzzles & Spells, Merge Dragons!, Merge Magic!, Monster Legends, NBA 2K, Top Eleven, WWE 2K, and Zynga Poker, certain mechanics may be deemed as “loot boxes.” Meanwhile, the U.K. and various European member states are actively exploring proposals to follow Australia's lead and prohibit the availability of social media services for teenagers under the age of 15 or 16. These proposed prohibitions could, if drafted broadly, impact the ability of certain consumers to access our products and services, particularly those that include communications functionality or user generated content.

New regulation by the FTC, U.S. states or other international jurisdictions, which may vary significantly across jurisdictions and with which we may be required to comply, could require that these game mechanics be modified or removed from games, increase the costs of operating our games, impact player engagement and monetization or otherwise harm our business performance. It is difficult to predict how existing or new laws may be applied to these or similar game mechanics. If we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to modify our games, which would harm our business, financial condition and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business, financial condition or results of operations.

Within the mobile games industry there has been an increase in recent years in the use of a user acquisition channel called incentivized marketing. Incentivized marketing offers generally involve offering an incentive to the players, such as in-game app currency, for certain actions, such as downloading the game, completing consumer surveys or reaching certain milestones in a game. While we believe our use of incentivized ~~marking~~marketing to be a legally permissible promotional activity, if the use of incentivized marketing were deemed to affect the legality of our games, we may be required to restructure our marketing activities in a manner that could impair our revenue or reduce the effectiveness of our marketing expenses. We may also be subject to enforcement actions by federal or state regulators, as well as private litigation, which would materially affect our business and results of operations.

Certain of our business models and features within our games and services are subject to new laws or regulations or evolving interpretations and application of existing laws and regulations, including those related to gambling. The growth and development of electronic commerce, virtual items and virtual currency has prompted calls for new laws and regulations and resulted in the application of existing laws or regulations that have limited or restricted the sale of our products and services in certain territories. In addition, certain foreign countries allow government censorship of interactive entertainment software products or require pre-approval processes of uncertain length before our games and services can be offered. Adoption of ratings systems, censorship, restrictions on distribution and changes to approval processes or the status of any approvals could harm our business by limiting the products we are able to offer to our consumers. In addition, compliance with new and possibly inconsistent regulations for different territories could be costly, delay, or prevent the release of our products in those territories.

The laws and regulations concerning data privacy, consumer protection, and certain other aspects of our business are continually evolving. Failure to comply with these laws and regulations could harm our business.

We are subject to certain privacy and data protection laws and industry terms and codes of conduct, the requirements of which are rapidly changing and likely will continue to do so for the foreseeable future. This may add complexity to our compliance efforts and could have a negative impact on or materially change our approach to the sale and marketing of our products. For example, the E.U. General Data Protection Regulation ("GDPR") and the U.K. Data Protection Act 2018 ("DPA 2018") both became effective in May 2018. GDPR and DPA 2018 apply to us because we target our services to and/or receive and process the personal information of individuals in the E.U. and the U.K., and we maintain certain local entities in the E.U. and the U.K. responsible for processing personal information. GDPR and DPA 2018 contain significant penalties for non-

~~compliance,~~The ~~which have been imposed by regulators. In addition, E.U. member states continue to enact national~~ laws ~~to implement the GDPR. Also, the E.U. Digital Services Act (“DSA”) became fully applicable on February 17, 2024. The DSA imposes new content moderation obligations, notice~~ and ~~transparency~~regulations ~~obligations,~~concerning ~~advertising~~data ~~restrictions and other requirements on digital platforms to protect consumers and their rights online. Noncompliance with the DSA could result in fines of up to 6% of annual global revenues~~privacy, ~~which~~consumer ~~are in addition to the ability of civil society organizations and non-governmental organizations to lodge class action lawsuits. In the U.S.~~protection, ~~approximately 20 states have enacted comprehensive privacy laws~~ and ~~several~~certain other ~~states~~aspects ~~have enacted more narrow privacy laws. These apply to processing~~ of ~~personal~~our ~~information~~business ~~of those state residents and may impact how we can collect and use that information, especially for players under 18 years of age. Other U.S. states~~ are ~~considering~~continually ~~similar privacy or data protection laws that may apply to us~~evolving. Certain U.S. states are also considering a number of other additional laws related to use of artificial intelligence or “automated decision making,” and advertising, such as requiring mandatory device settings for users to opt-out of advertising. Failure to comply with ~~privacy~~these ~~and data protection~~ laws ~~may increase our costs, subject us to expensive~~ and ~~distracting~~regulations ~~government~~could ~~investigations,~~harm ~~and~~our ~~result in substantial fines, or result in lawsuits and claims against us to the extent these laws include a private right of action~~business.

~~Moreover,~~ We aare ~~number~~subject ofto ~~jurisdictions~~certain ~~impose~~privacy ~~specific~~ and ~~more~~data ~~onerous~~protection ~~requirements~~laws ~~regarding~~and ~~the~~industry ~~collection~~terms and ~~use~~codes of ~~child~~conduct, ~~and~~the ~~teen~~requirements ~~data.~~of ~~For~~which ~~instance,~~are ~~the~~rapidly ~~U.S.~~changing ~~Children's~~and ~~Online~~likely ~~Privacy~~will ~~Protection~~continue ~~Act~~to ~~regulates~~do so for the ~~collection,~~foreseeable ~~use,~~future. ~~and~~This ~~disclosure~~may ofadd ~~personal~~complexity ~~information~~to ~~from~~our ~~children~~compliance ~~under~~efforts 13and ~~years~~could ofhave ~~age,~~a ~~and~~negative ~~age-based~~impact ~~privacy~~on ~~laws~~or ~~can~~materially ~~apply~~change toour ~~how~~approach weto ~~collect~~the sale and ~~use~~marketing ~~personal~~of ~~information~~our orproducts. ~~provide~~For ~~certain~~example, ~~game~~because ~~features~~we totarget ~~players~~our upservices to 18and/or ~~years~~receive and process the personal information of ~~age,~~individuals ~~including~~in ~~how~~the orE.U. ~~whether~~and wethe ~~are~~U.K., ~~permitted~~and towe ~~use~~maintain ~~their~~certain ~~information~~local ~~for~~entities ~~targeted~~in ~~advertising~~the E.U. ~~The~~and the U.K. ~~implemented~~responsible anfor ~~Age~~processing ~~Appropriate~~personal ~~Design Code~~information, ~~which~~we ~~became~~are ~~effective~~subject into ~~September~~the ~~2021,~~E.U. ~~that~~General ~~sets~~Data ~~forth~~Protection ~~risk-based~~Regulation ~~standards~~("E.U. toGDPR"), beand ~~implemented~~the byE.U. ~~organizations~~GDPR ~~that~~as ~~provide~~assimilated ~~online~~into ~~services~~U.K. Law (e"U.gK., ~~online games~~GDPR"). ~~likely~~To tothe beextent ~~accessed~~personal byinformation ~~children~~is intransferred from the E.U., U.K., ~~under~~or ~~the~~Switzerland ~~age~~across ~~of 18~~borders, we use legally valid transfer mechanisms such as ~~part~~standard ofcontractual clauses and adequacy decisions; however, such ~~organization’s~~mechanisms ~~efforts~~have been subject to ~~comply~~legal ~~with~~scrutiny ~~applicable~~and ~~data~~may ~~protection~~face ~~laws.~~additional Achallenges ~~number~~or ofregulatory ~~U.S.~~guidance ~~states~~in ~~have~~the ~~enacted~~future, which could require us to implement different or ~~are~~additional ~~considering~~measures ~~legislation~~and ~~similar~~face toincreased ~~the~~compliance burdens and cost. The E.U. GDPR and U.K. ~~Age~~GDPR ~~Appropriate~~contain ~~Design~~significant ~~Code~~penalties ~~and~~for ~~several~~non-compliance, which have ~~also~~been ~~enacted~~imposed orby ~~are~~regulators. ~~considering~~In ~~legislation~~addition, ~~that~~E.U. ~~prohibits~~member ~~targeted~~states ~~advertising~~continue to ~~child~~enact ~~and~~national ~~teen~~laws ~~players~~to ~~under~~implement the ~~age~~E.U. ofGDPR. 16Also, orthe 18E.U. ~~without~~Digital ~~express~~Services ~~consent.~~Act ~~For~~(“DSA”) ~~instance,~~became ~~the~~fully ~~California~~applicable ~~Age-Appropriate~~on ~~Design~~February ~~Code~~17, ~~Act~~2024. ~~took~~The ~~effect~~DSA inimposes ~~July~~new ~~2024;~~content ~~however~~moderation obligations, asreporting ofand ~~March~~transparency ~~2025~~obligations, ~~the~~and ~~California~~other ~~Attorney~~requirements ~~General~~on ~~has~~digital ~~been~~services ~~enjoined~~to ~~from~~protect ~~enforcing~~consumers and their rights online. Noncompliance with the ~~act~~DSA oncould ~~First~~result ~~Amendment~~in ~~grounds.~~fines Weof ~~cannot~~up ~~predict~~to ~~how~~6% ~~this~~of orannual ~~other~~global ~~age-based~~revenues, ~~obligations~~which ~~imposed~~are onin ~~providers~~addition to the ability of ~~online~~service ~~services~~recipients ~~may~~to ~~affect~~lodge ~~our~~lawsuits ~~compliance~~against ~~efforts~~service ~~going~~providers ~~forward,~~in ~~and~~respect ~~whether~~of ~~they~~any ~~will~~damage or loss suffered as result inof ~~industry-wide~~such ~~changes~~noncompliance. toSimilar online ~~services~~safety ~~available~~laws tohave ~~child~~been introduced in Australia, the U.K., and ~~teen~~Brazil, ~~players~~all of which include significant fines for noncompliance.

~~The~~In the U.S. ~~government~~, ~~including~~approximately ~~the~~20 ~~FTC~~states ~~and~~have ~~the~~enacted ~~Department~~comprehensive ofprivacy ~~Commerce,~~laws ~~also~~and ~~continue~~several toother ~~review~~states ~~the~~have ~~need~~enacted ~~for~~more ~~greater~~narrow orprivacy ~~different~~laws. ~~regulation~~These ~~over~~apply to the ~~collection~~processing of personal information ~~and~~of ~~information~~those ~~about~~states' ~~consumer~~residents ~~behavior~~and onmay ~~the~~impact ~~Internet~~how ~~and~~we oncan ~~mobile~~collect ~~devices,~~ and ~~the~~use ~~U.S.~~that ~~Congress~~information, isespecially ~~considering~~for aplayers ~~number~~under of18 ~~legislative~~years ~~proposals~~of toage. ~~regulate~~Other inU.S. ~~this~~states ~~area,~~are ~~including~~considering asimilar ~~draft Federal comprehensive~~ privacy ~~law,~~or ~~updates~~data toprotection ~~existing children's privacy~~ laws that may ~~expand~~apply ~~the~~to ~~scope~~us. ofCertain ~~coverage,~~U.S. ~~and~~states ~~online~~are ~~safety~~also ~~laws~~considering ~~that~~a ~~may~~number ~~require~~of other additional ~~content~~laws ~~moderation~~related ~~or changes~~ to ~~features~~the inuse ~~our~~of ~~games~~artificial tointelligence ~~minimize~~or ~~harm~~“automated todecision ~~children.~~making,” ~~Various government~~ and ~~consumer~~advertising, ~~agencies~~such ~~worldwide~~as ~~have~~requiring ~~also~~mandatory ~~called~~device settings for ~~new~~users ~~regulation~~to ~~and~~opt-out ~~changes~~of inadvertising. ~~industry~~Failure ~~practices.~~to Wecomply ~~cannot~~with ~~predict~~privacy ~~whether~~and ~~such~~data ~~proposals~~protection laws may beincrease ~~enacted~~our ~~into law~~costs, insubject ~~what~~us ~~form~~to orexpensive ~~when.~~and ~~Any~~distracting ~~such~~government ~~new~~investigations, orand ~~amended~~result ~~privacy~~in ~~laws~~substantial ~~may~~fines, ~~add~~or ~~complexity~~result toin ~~our~~lawsuits ~~compliance efforts~~ and ~~require~~claims against us to ~~expend~~the ~~additional~~extent ~~financial~~these orlaws ~~other~~include ~~resources~~a asprivate aright ~~result~~of action.

Moreover, a number of jurisdictions impose specific and more onerous requirements regarding the collection and use of child and teen data. For instance, the U.S. Children's Online Privacy Protection Act ("COPPA") regulates the collection, use, and disclosure of personal information from children under 13 years of age, and age-based privacy laws can apply to how we collect and use personal information or provide certain game features to players up to 18 years of age, including how or whether we are permitted to use their information for targeted advertising. The FTC's most recent amendments to the COPPA Rule became effective in April 2026. These amendments expand the definition of covered personal information and impose new data retention and information security obligations. The U.K. implemented an Age Appropriate Design Code, which became effective in September 2021, that sets forth risk-based standards to be implemented by organizations that provide online services (e.g., online games) likely to be accessed by children in the U.K. under the age of 18, as part of such organization’s efforts to comply with applicable data protection laws. A number of U.S. states have enacted or are considering legislation similar to the U.K. Age Appropriate Design Code and several have also enacted or are considering legislation that prohibits targeted advertising to child and teen players under the age of 16 or 18 without express consent. For instance, the California Age-Appropriate Design Code Act took effect in July 2024. Since September 2023, the California Attorney General has been enjoined from enforcing elements of the act on First Amendment grounds. In March 2026, this injunction was narrowed but will undergo further review in the courts. Many states have focused recent regulatory efforts on children's and teens' privacy, with various state laws in place or taking effect in 2026 on issues including parental consent, age-verification obligations, and app store accountability. We cannot predict how these or other age-based obligations imposed on providers of online services may affect our compliance efforts going forward, and whether they will result in industry-wide changes to online services available to child and teen players; however, they may impact our financial position or operations to the extent that we are required to modify our practices, policies, products, or services as a result.

The U.S. government, including the FTC and the Department of Commerce, also continue to review the need for greater or different regulation over the collection of personal information and information about consumer behavior on the Internet and on mobile devices, and the U.S. Congress is considering a number of legislative proposals to regulate in this area, including a draft Federal comprehensive privacy law, updates to existing children's privacy laws that may expand the scope of coverage, and online safety laws that may require additional content moderation or changes to features in our games to minimize potential harm to children. Various government and consumer agencies worldwide have also called for new regulation and changes in industry practices. We cannot predict whether such proposals may be enacted into law, in what form

or when. Any such new or amended privacy laws may add complexity to our compliance efforts and require us to expend additional financial or other resources as a result.

Privacy-based litigation and similar legal challenges likely will continue to affect our industry and the internet-enabled ecosystem. Existing laws that include private rights of action may continue to be leveraged by private litigants even if those legal challenges do not align with more recent privacy laws. These risks may also be increased when the law includes statutory damages instead of an evaluation of the actual harm presented by the activity in question. The ongoing, or subsequent resolution of, legal challenges affecting organizations using internet-enabled data collection and use may affect how we engage with our players and operate our business.

Further, and most notably in the mobile ecosystem, companies that provide the platforms on which our games are played are changing the terms on which publishers can collect and use personal data obtained from users on those platforms.

Player use of our games is subject to our privacy policy and terms of service ("TOS"). If we fail to comply with our posted privacy policy, TOS, or other consents received in our game experience, or if we fail to comply with existing privacy or data protection laws and regulations, it could result in proceedings or litigation against us by governmental authorities or others, which could result in fines or judgments against us, damage our reputation, affect our financial condition, and harm our business. If regulators, the media, or consumers raise any concerns about our privacy and data protection or consumer protection practices, even if unfounded, this could also result in fines or judgments against us, damage our reputation, negatively affect our financial condition, and damage our business.

29 It is possible that a number of laws and regulations may be adopted or construed to apply to us in the U.S. and elsewhere that could restrict the interactive entertainment industry, including player privacy, advertising, taxation, content suitability and moderation, online safety, copyright, distribution, and antitrust. Furthermore, the growth and development of electronic commerce and virtual goods may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours conducting business through digital sales. Any such changes would require us to devote legal and other resources to address such regulation and may impair our business, financial condition, and operating results. For example, existing laws or new laws regarding the regulation of currency, banking institutions, and unclaimed property may be interpreted to cover virtual currency or virtual goods. If that were to occur, we may be required to seek licenses, authorizations, or approvals from relevant regulators, the granting of which may be dependent on us meeting certain capital and other requirements and we may be subject to additional regulation and oversight, all of which could significantly increase our operating costs. Similarly, changes in current laws or regulations or the imposition of new laws and regulations in the U.S. or elsewhere regarding in-game currencies, loot boxes and other in-game items, features or mechanics may lessen the growth of the interactive entertainment industry and impair our business, financial condition, and operating results. Similarly, new regulatory developments internationally aimed at better protecting consumers online from illegal or harmful content and interactions may introduce additional compliance and reporting obligations for our business which may increase operating costs. If we were to fail to comply with such new regulations, it could result in proceedings or litigation against us by governmental authorities or regulators, which could result in substantial fines or judgments against us, damage our reputation, affect our financial condition, and harm our business.

ItAlthough iswe ~~possible~~have ~~that~~structured aand ~~number~~operate ofour ~~laws~~skill tournaments and ~~regulations~~game ~~may~~mechanics, beincluding ~~adopted~~random ordigital ~~construed~~item tomechanics, ~~apply~~with toapplicable uslaws in ~~the~~mind, ~~U.S.~~including any applicable laws relating to gambling, and ~~elsewhere~~believe that ~~could~~playing ~~restrict~~these ~~the~~games ~~interactive~~does ~~entertainment~~not ~~industry~~constitute gambling, ~~including~~our ~~player~~skill ~~privacy,~~tournaments ~~advertising,~~or ~~taxation,~~game ~~content~~mechanics ~~suitability,~~could become subject to gambling-related rules and ~~moderation~~regulations, ~~online~~or ~~safety,~~be ~~copyright,~~deemed ~~distribution~~violative of current rules and regulations, and ~~antitrust.~~expose ~~Furthermore,~~us ~~the~~to ~~growth~~civil and ~~development~~criminal penalties. We also sometimes offer consumers of ~~electronic~~our ~~commerce~~online and ~~virtual~~casual ~~goods~~games ~~may~~various ~~prompt~~types ~~calls~~of ~~for~~contests ~~more~~and ~~stringent~~promotional ~~consumer~~opportunities. ~~protection~~We ~~laws~~are ~~that~~subject ~~may~~to ~~impose~~laws ~~additional~~in ~~burdens~~a onnumber ~~companies~~of ~~such~~jurisdictions asconcerning ~~ours~~the ~~conducting~~operation ~~business~~and ~~through~~offering ~~digital~~of ~~sales.~~such ~~Any~~activities ~~such~~and ~~changes~~games, ~~would~~many ~~require~~of uswhich toare ~~devote~~still ~~legal~~evolving and ~~other~~could ~~resources~~be tointerpreted ~~address~~in ~~such~~ways ~~regulation.~~that ~~For~~could ~~example~~harm our business. Further, ~~existing~~Brazil ~~laws~~has orrecently introduced new ~~laws~~regulations ~~regarding~~to prohibit the ~~regulation~~availability of ~~currency,~~paid ~~banking~~random ~~institutions,~~digital items to players under the age of 18 and ~~unclaimed~~other ~~property~~jurisdictions ~~may~~such beas ~~interpreted~~Spain toand ~~cover~~Portugal ~~virtual~~are ~~currency~~actively orconsidering ~~virtual~~introducing ~~goods~~similar restrictions. IfShould ~~that~~additional ~~were~~jurisdictions tointroduce ~~occur~~similar prohibitions on random digital item mechanics, we ~~may~~might be required to alter some of our games to address these additional requirements or seek licenses, authorizations, or approvals from relevant regulators, the granting of which may be dependent on us meeting certain capital and other requirements, and we may be subject to additional regulation and oversight, such as reporting to regulators, all of which could significantly increase our operating costs. ~~Changes~~Moreover, ~~in current laws or regulations or~~ the ~~imposition~~inclusion of ~~new~~random ~~laws~~digital ~~and~~item ~~regulations~~mechanics inhas ~~the~~attracted ~~U.S. or elsewhere regarding these activities may lessen~~ the ~~growth~~attention of the interactive ~~entertainment~~gaming ~~industry and impair our business~~community, ~~financial condition,~~ and ~~operating~~if ~~results.~~the ~~Similarly,~~future ~~new~~implementation ~~regulatory~~of ~~developments~~these ~~internationally~~features ~~aimed~~creates ata ~~better~~negative ~~protecting~~perception ~~consumers~~of ~~online~~gameplay ~~from~~fairness ~~illegal~~ or ~~harmful~~other ~~content~~negative ~~and~~perceptions, ~~interactions~~our ~~may~~reputation ~~introduce additional compliance~~ and ~~reporting~~brand ~~obligations~~could ~~for~~be ~~our~~harmed ~~business~~and ~~which~~revenue ~~may~~could ~~increase~~be ~~operating~~negatively ~~costs~~impacted. IfChanges wein ~~were~~current tolaws ~~fail~~or toregulations ~~comply~~or ~~with~~the ~~such~~imposition of new ~~regulations,~~laws itand ~~could~~regulations ~~result~~ in ~~proceedings~~the orU.S., ~~litigation~~the ~~against~~E.U., usor byelsewhere ~~governmental~~regarding ~~authorities~~these oractivities ~~regulators,~~may ~~which~~lessen ~~could~~the ~~result~~growth inof ~~substantial~~online ~~fines~~ or ~~judgments~~casual ~~against~~game ~~us,~~services ~~damage our reputation, affect our financial condition,~~ and ~~harm~~impair our business.

Although we have structured and operate our skill tournaments and game mechanics, including random digital item mechanics, with applicable laws in mind, including any applicable laws relating to gambling, and believe that playing these games does not constitute gambling, our skill tournaments or game mechanics could become subject to gambling-related rules and regulations, or be deemed violative of current rules and regulations, and expose us to civil and criminal penalties. We also sometimes offer consumers of our online and casual games various types of contests and promotional opportunities. We are subject to laws in a number of jurisdictions concerning the operation and offering of such activities and games, many of which are still evolving and could be interpreted in ways that could harm our business. Further, random digital item mechanics may become subject to further regulations in various jurisdictions. If this were to occur, we might be required to alter some of our games to address these additional requirements or seek licenses, authorizations, or approvals from relevant regulators, the granting of which may be dependent on us meeting certain capital and other requirements, and we may be subject to additional regulation and oversight, such as reporting to regulators, all of which could significantly increase our operating costs. Moreover, the inclusion of random digital item mechanics has attracted the attention of the interactive gaming community, and if the future implementation of these features creates a negative perception of gameplay fairness or other negative perceptions, our reputation and brand could be harmed and revenue could be negatively impacted. Changes in current laws or regulations or the imposition of new laws and regulations in the U.S., the E.U., or elsewhere regarding these activities may lessen the growth of online or casual game services and impair our business. Also, existing laws or new laws regarding the marketing of in-game or in-app purchases, regulation of currency, banking institutions, unclaimed property, or money laundering may be interpreted to cover virtual currency or goods.30

If we infringe on or are alleged to infringe on the intellectual property rights of third parties, our business could be adversely affected.

As our industry grows, we have been, and may be, subject to an increasing amount of litigation that is common in the software industry based on allegations of infringement or other alleged violations of patent, copyright, or trademarks. In addition, we believe that interactive entertainment software will increasingly become the subject of claims that such software infringes on the intellectual property rights of others with both the growth of online functionality and advances in technology, game content and software graphics as games become more realistic. From time to time, we receive notices from third parties or are named in lawsuits by third parties alleging infringement of their proprietary rights. Although we believe that our software and technologies and the software and technologies of third-party developers and publishers with whom we have contractual relations do not and will not infringe or violate proprietary rights of others, it is possible that infringement of proprietary rights of others may occur. Any claims of infringement, with or without merit, could be time consuming, costly and difficult to defend. Moreover, intellectual property litigation or claims could require us to discontinue the distribution of products, obtain a license or redesign our products, which could result in additional substantial costs and material delays.

In addition, many patents have been issued that may apply to potential new modes of delivering, playing or monetizing products and services such as those that we produce or would like to offer in the future. We may discover that future opportunities to provide new and innovative modes of game play and game delivery may be precluded by existing patents that we are unable to acquire or license on reasonable terms.

Risks related to financial and economic condition

We have a significant amount of outstanding indebtedness, and may incur other indebtedness in the future, all of which may adversely affect our financial condition and future financial results.

As of March 31, 2026, we had $2,500.0 aggregate principal amount of outstanding senior notes ("Senior Notes") and a $1,000.0 revolving credit facility under that certain Credit Agreement, dated as of May 23, 2022 (as amended, the "2022 Credit Agreement") with no outstanding borrowings. (Refer to Note 11 – Debt to our Consolidated Financial Statements, herein).

Our current or future levels of indebtedness may adversely affect our financial condition and future financial results by, among other things:

•increasing our vulnerability to adverse changes in general economic, industry and competitive conditions;

•limiting our flexibility in planning for, or reacting to, changes in our business and our industry.

Delaware law, our charter documents, and provisions of our debt agreements may impede or discourage a takeover, which could cause the market price of our shares to decline.

We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our existing stockholders. Our Board has the power, without stockholder approval, to adopt a stockholder rights plan and/or to designate the terms of one or more series of preferred stock and issue shares of preferred stock. The ability of our Board to create and issue a new series of preferred stock and certain provisions of Delaware law, our certificate of incorporation and bylaws could impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our ~~common stock, which, under certain circumstances, could reduce the market price of our common stock and the value of any outstanding notes.~~

common stock, which, under certain circumstances, could reduce the market price of our common stock and the value of any outstanding notes.

Changes in our tax rates or exposure to additional tax liabilities could adversely affect our earnings and financial condition.

We are a multinational corporation with operations in the U.S. and various other jurisdictions around the world. Accordingly, we are subject to tax in the U.S. and in various other jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes, and, in the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. We are required to estimate future taxes. Although we currently believe our tax estimates are reasonable, the estimation process is inherently uncertain, and such estimates are not binding on tax authorities. Further, our effective tax rate or tax payable could be adversely affected by a variety of factors, including changes in the business, the mix and level of earnings between countries with differing statutory tax rates, changes in the realizability of deferred tax assets, changes in the availability of local tax incentives and production tax credits, changes in legislation that could scale back or eliminate tax credits for software development (which have benefitted our results in the past and whose benefits could be lessened or eliminated through such legislation in the future), changes in tax elections, and changes in applicable tax laws. Additionally, tax determinations are regularly subject to audit by tax authorities, and developments in those audits could adversely affect our income tax provision. Should our ultimate tax liability exceed estimates, our income tax provision and net income or loss could be materially affected.

We have recorded a valuation allowance against the majority of our deferred tax assets due to uncertainty with respect to their realization. We expect to provide for a valuation allowance until other significant positive evidence arises that suggests that the benefits associated with the deferred tax assets are more likely than not to be realized.

~~The~~On July 4, 2025, the One Big Beautiful Bill Act ("OBBB") was signed into law. OBBB includes significant provisions, including but not limited to (1) permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 (“"TCJA”"), ~~eliminated~~(2) modifications to the ~~ability~~international provisions relating to ~~deduct~~Base ~~research~~Erosion ~~and~~Anti ~~development~~Abuse ~~expenditures~~Act ~~currently~~("BEAT"), Global Intangible Low-Tax Income ("GILTI") and ~~requires~~Foreign ~~taxpayers~~Derived toDeduction ~~capitalize~~Eligible Income ("FDDEI"), (3) permanent reinstatement deduction for domestic research expenditures and ~~amortize~~100% ~~them~~bonus ~~pursuant~~depreciation tofor ~~IRC~~certain ~~Section~~qualified ~~174.~~property, ~~Although~~and ~~Congress~~(4) ismodifications ~~considering~~to tax credits. The legislation ~~that~~has ~~would~~multiple ~~modify~~effective dates, with certain provisions effective in the ~~capitalization~~fiscal ~~and~~year ~~amortization~~ended ~~requirement~~March 31, we2026 and others implemented in future periods. We have noestimated ~~assurance~~the ~~that~~accounting for income tax effects of the ~~requirement~~OBBB, ~~will~~which bereduced ~~deferred~~our estimated U.S. cash tax liability. It did not, ~~repealed~~however, orimpact ~~otherwise~~our ~~modified~~U.S. Itdeferred istax ~~possible~~assets ~~that~~or liabilities since we continue to maintain a ~~change~~full invaluation allowance against U.S. net deferred tax assets. We are continuing to evaluate the ~~requirement~~impact of OBBB on the Company. It is possible that these changes could have aan ~~significant~~adverse impact on our effective tax rate, tax payments, ~~and~~ financial condition, inor ~~future~~results ~~periods~~of operations. The new tax law is complex and additional interpretive guidance may be issued that could affect the interpretations and assumptions we have made, as well as actions we may take as a result of OBBB.

InThe ~~addition,~~Inflation ~~TCJA~~Reduction ~~added~~Act of 2022 (the ~~Base~~“Inflation ~~Erosion~~Reduction ~~Anti-Abuse~~Act”) ~~Tax~~includes a corporate alternative minimum tax ("~~BEAT~~CAMT") toof ~~prevent~~15% on the ~~reduction~~adjusted offinancial ~~tax~~statement ~~liability~~income ~~through~~("AFSI") ~~certain~~of ~~payments~~corporations ~~made~~with toan ~~foreign~~average ~~related~~AFSI ~~parties~~exceeding $1.0 ~~BEAT~~billion ~~imposes~~over a ~~minimum~~consecutive ~~tax~~three-year onperiod. ~~taxpayers~~The toCAMT ~~prevent~~became ~~profit~~effective ~~shifting~~for ~~from~~the ~~such~~fiscal ~~payments~~year ended March 31, 2024. It is possible that wethe CAMT could beresult ~~subject~~in an additional tax liability over the regular federal corporate tax liability in a particular year based on differences between book and taxable income. We estimate no tax liability relating to ~~BEAT~~the CAMT for the current fiscal year. We will continue to evaluate the potential impact the Inflation Reduction Act may have on our operations and Consolidated Financial Statements in future periods. It is possible that itthese changes could have aan ~~significant~~ adverse impact on our effective tax rate, tax payments, and financial condition in future periods.

The American Rescue Plan Act of 2021 (“ARPA”) provides for numerous tax and other stimulus measures, one of which will expand the limitation of compensation deductions for certain covered employees of publicly held corporations to also include the next five highly compensated employees. This limitation will be effective for us beginning April 1, 2027 and could have a significant adverse impact on our effective tax rate, tax payments, and financial condition in future periods.

~~The~~In ~~Inflation~~addition, ~~Reduction~~TCJA ~~Act~~added ofBEAT ~~2022~~to (prevent the ~~“Inflation~~reduction ~~Reduction~~of ~~Act”) includes a corporate alternative minimum~~ tax ~~("CAMT")~~liability ofthrough ~~15%~~certain onpayments ~~the~~made ~~adjusted~~to ~~financial~~foreign ~~statement~~related ~~income (AFSI) of corporations with an average AFSI exceeding $1~~parties.0 ~~billion~~BEAT ~~over~~imposes a ~~consecutive~~minimum ~~three-year~~tax ~~period.~~on ~~The~~taxpayers ~~CAMT~~to ~~became~~prevent ~~effective~~profit ~~for~~shifting ~~the~~from ~~fiscal~~such ~~year ended March 31, 2024~~payments. It is possible that ~~the~~we ~~CAMT~~ could ~~result~~be insubject ~~an additional tax liability over the regular federal corporate tax liability in a particular year based on differences between book and taxable income. We estimate no tax liability relating~~ to ~~the~~BEAT ~~CAMT for the current fiscal year. We will continue to evaluate the potential impact the Inflation Reduction Act may have on our operations~~ and ~~Consolidated Financial Statements in future periods. It is possible~~ that ~~these~~it ~~changes~~ could have ana significant adverse impact on our effective tax rate, tax payments, and financial condition in future periods.

Additionally, a number of countries are actively pursuing fundamental changes to the tax laws applicable to multinational companies like us and agreed to implement a global minimum tax regime, referred to as Pillar Two, intended to conform to the new and evolving Organisation for Economic Cooperation and Development ("OECD") guidelines. ~~Countries may enact~~ Pillar Two ~~differently~~could ~~than~~result ~~the~~in ~~OECD~~additional ~~model~~tax ~~rules~~liability ~~and~~over onthe ~~different~~regular ~~timelines.~~corporate ~~For~~tax ~~instance,~~liability onin ~~December~~a ~~15,~~particular ~~2022,~~jurisdiction to the ~~E.U.~~extent ~~Member~~tax ~~States~~expense ~~formally~~is ~~adopted~~less ~~the~~than ~~E.U.'s~~a ~~Pillar~~15% ~~Two~~minimum ~~Directive requiring E~~rate.U. ~~members~~Although tothe ~~implement~~model ~~legislation.~~rules Onprovide ~~July~~a ~~11,~~framework ~~2023,~~for applying the ~~U.K.~~minimum ~~similarly~~tax, ~~enacted~~countries ~~legislation.~~may enact Pillar Two isdifferently ~~generally~~than ~~effective~~the ~~for~~model ~~years~~rules ~~beginning~~and on ordifferent ~~after~~timelines. ~~January~~Although 1the U.S., and certain other countries, has

3132

~~2024 in the E.U. and U.K. Although the U.S. has~~ not yet enacted Pillar Two legislation, ~~many~~it ~~other countries have implemented similar legislation with varying effective dates in the future. Many aspects of Pillar Two became effective for the fiscal year ended March 31, 2025. It~~ is possible that Pillar Two could ~~result in additional tax liability over the regular corporate tax liability in a particular jurisdiction to the extent tax expense is less than the 15% minimum rate and could~~ have an adverse impact ~~on our~~ effective tax rate, tax payments, and financial condition in future periods. Additionally, certain jurisdictions have modified or are seeking to modify their tax incentives to align with the Pillar Two criteria. The U.S. has not yet enacted Pillar Two legislation, including aligning certain tax incentives with Pillar Two requirements and there is a risk that the under taxed profits rules would allow foreign countries to tax U.S. companies on U.S. income. Changes, or the failure to change tax incentive provisions to be Pillar Two compliant could have an adverse impact. We will continue to monitor legislative and regulatory developments to assess potential impact. In addition, an increasing number of countries have enacted, or are considering enacting, revenue-based taxes on digital services. These digital services taxes target various business activities, including online advertising and, in some cases, video game sales. While the scope and applicability of these taxes often remains unclear, digital services taxes that ultimately apply to us could have an adverse impact on our business.

On January 5, 2026, the OECD released new administrative guidance outlining a "side-by-side" arrangement following agreement on key elements by the OECD/G20 Inclusive Framework on Pillar Two. It provides new safe harbors for U.S. multinational companies which would exempt U.S.-parented groups from two of the three Pillar Two top up taxes, extend the current Transitional Country-by-Country Reporting Safe Harbor by one year through the end of our fiscal year ending March 31, 2028, and make the Simplified Effective Tax Rate Safe Harbor permanent. The tax law is complex and additional interpretive guidance may be issued that could affect the interpretations and assumptions we have made, as well as actions we may take as a result of additional Pillar Two guidance. We will continue to monitor legislative and regulatory developments to assess the potential impact of Pillar Two. In addition, an increasing number of countries have enacted, or are considering enacting, revenue-based taxes on digital services. These digital services taxes target various business activities, including online advertising and, in some cases, video game sales. While the scope and applicability of these taxes often remains unclear, digital services taxes that ultimately apply to us could have an adverse impact on our business.

Our ability to use net operating loss and tax credit carryforwards to reduce future years' taxes could be substantially limited under Internal Revenue Code Sections 382 and 383 if we experience an ownership change as defined in the Internal Revenue Code Section 382.

Section 382 of the Internal Revenue Code contains rules that limit the ability of a company to use its net operating loss and tax credit carryforwards in years after an ownership change, which is generally defined as any change in ownership of more than 50% of its stock over a three-year testing period. These rules generally operate by focusing on ownership changes among stockholders owning directly or indirectly 5% or more of the stock of a company and/or any change in ownership arising from a new issuance of stock by the company. If, as a result of future transactions involving our common stock, including purchases or sales of stock by 5% stockholders, we undergo cumulative ownership changes which exceed 50% over the testing period, our ability to use our net operating loss and tax credit carryforwards would be subject to additional limitations under Sections 382 and 383. Generally, if an ownership change occurs, the annual taxable income limitation on the use of net operating loss and tax credit carryforwards is equal to the product of the applicable long-term tax-exempt rate and the value of the company's stock immediately before the ownership change. Depending on the resulting limitation, a portion of our net operating loss and tax credit carryforwards could expire before we would be able to use them. Our inability to fully utilize any net operating losses or tax credit carryforwards to reduce the tax liability in the future could have a material and negative affect on our future financial position and results of operations.

We are subject to risks and uncertainties of international trade, including fluctuations in the values of local foreign currencies against the dollar.

Sales in international markets, primarily in Europe, have accounted for a significant portion of our net revenue. For the fiscal year ended March 31, ~~2025~~2026, 3940.58% of our net revenue was earned outside the U.S. We are continuing to execute on our growth initiatives in Asia, where our strategy is to broaden the distribution of our existing products and expand our online gaming presence, especially in China. We are subject to risks inherent in foreign trade, including increased credit risks, tariffs, trade restrictions, and duties, fluctuations in foreign currency exchange rates, especially in jurisdictions like Turkey; shipping delays, and international political, regulatory and economic developments, such as the Russia-Ukraine war and the ~~Israel-Hamas~~ war in the Middle East, all of which can have a significant influence on our operating results. Many of our international sales are made in local currencies, which could fluctuate against the dollar. While we may use forward exchange contracts to a limited extent to seek to mitigate foreign currency risk, our operating results could be adversely affected by unfavorable foreign currency fluctuations.

Our reported financial results could be adversely affected by the application of existing or future accounting standards to our business as it evolves.

Our financial results are reported under the accounting policies promulgated by the SEC and national accounting standards bodies and the methods, estimates, and judgments that we use in applying our accounting policies. For example, standards regarding revenue recognition have and could further significantly affect the way we account for revenue related to our products and services. We expect that an increasing number of our games will be supported with material post-release activities, such as content updates and online-enabled features, and we could therefore be required to recognize more of the related revenues for those games over a period of time rather than at the time of sale. Further, as we increase our downloadable content and add new features to our online services, user playing patterns can affect our estimate of the service period, and we could be required to recognize revenues, and defer related costs, over a shorter or longer period of time than we initially allocated. As we enhance, expand and diversify our business and product offerings, the application of existing or future financial accounting standards, particularly those relating to the way we account for revenue, could have a significant adverse effect on our reported results although not necessarily on our cash flows.

Declines in consumer spending and other adverse changes in the economy could have a material adverse effect on our business, financial condition and operating results.

Most of our products involve discretionary spending on the part of consumers. We believe that consumer spending is influenced by general economic conditions and the availability of discretionary income. This makes our products particularly sensitive to general economic conditions and economic cycles as consumers are generally more willing to make discretionary purchases, including purchases of products like ours, during periods in which favorable economic conditions prevail. Adverse economic conditions, such as a prolonged U.S. or international general economic downturn, including periods of increased inflation, stagflation, unemployment levels, tax rates, interest rates, energy prices, or declining consumer confidence, or the adverse impacts of implemented or threatened tariffs or trade wars could reduce consumer spending. Natural disasters, acts of war, pandemics, terrorism, transportation disruptions, climate change, adverse weather conditions, and other reasons beyond our control could further reduce discretionary spending on entertainment activities and products. Reduced consumer spending has and may in the future continue to result in reduced demand for our products and may also require increased selling and promotional expenses, which has had and may continue to have an adverse effect on our business, financial condition and operating results. Moreover, we maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation insurance limit. If the financial conditions affecting the banking industry and financial markets cause additional banks and financial institutions to enter receivership or become insolvent, our ability to access our existing cash, cash equivalents and investments, or to draw on our existing lines of credit, may be threatened and could have a material adverse effect on our business and financial condition.

32In addition, during periods of relative economic weakness, our consolidated credit risk, reflecting our counterparty dealings with distributors, customers, capital providers and others may increase. As a result of geopolitical conditions, our counterparty credit risk may be particularly exacerbated, as certain of our counterparties may face financial difficulties in paying owed amounts on a timely basis or at all. Furthermore, uncertainty and adverse changes in the economy could also increase the risk of material losses on our investments, increase costs associated with developing and publishing our products, increase the cost and availability of sources of financing, and increase our exposure to material losses from bad debts, any of which could have a material adverse effect on our business, financial condition and operating results. If economic conditions worsen, our business, financial condition and operating results could be adversely affected.

In addition, during periods of relative economic weakness, our consolidated credit risk, reflecting our counterparty dealings with distributors, customers, capital providers and others may increase, perhaps materially so. As a result of geopolitical conditions, our counterparty credit risk may be particularly exacerbated, as certain of our counterparties may face financial difficulties in paying owed amounts on a timely basis or at all. Furthermore, uncertainty and adverse changes in the economy could also increase the risk of material losses on our investments, increase costs associated with developing and publishing our products, increase the cost and availability of sources of financing, and increase our exposure to material losses from bad debts, any of which could have a material adverse effect on our business, financial condition and operating results. If economic conditions worsen, our business, financial condition and operating results could be adversely affected.

We are particularly susceptible to market conditions and risks associated with the entertainment industry, which, in addition to general macroeconomic downturns, also include the popularity, price, and timing of our products; changes in consumer demographics; the availability and popularity of other forms of entertainment and leisure; and critical reviews and public tastes and preferences, which may change rapidly and cannot necessarily be predicted.

General Risk Factors

Additional issuances or sales of equity securities by us would dilute the ownership of our existing stockholders and could adversely affect the market price of our common stock.

We may issue equity or equity-based securities in the future to facilitate acquisitions or strategic transactions, as we did in connection with our acquisitions of Zynga and Gearbox, to adjust our ratio of debt to equity, to fund expansion of our operations or for other purposes, such as the approximately $1.2 billion underwritten public offering of our common stock that we completed in May 2025. To the extent we issue additional equity securities, the percentage ownership of our existing stockholders would be reduced. The sale of substantial amounts of our common stock could adversely affect its price. The sale or the availability for sale of a large number of shares of our common stock in the public market could cause the price of our common stock to decline.

We are subject to risks related to corporate and social responsibility and reputation.

Many factors influence our reputation including the perception held by our customers, business partners and other key stakeholders. Our business faces increasing scrutiny related to environmental, social and governance activities. We risk damage to our reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, supply chain management, climate change, workplace conduct, human rights and philanthropy. Any harm to our reputation could impact employee engagement and retention and the willingness of customers and our partners to do business with us, which could have a material adverse effect on our business, results of operations and cash flows. Negative reactions to our products and services may not be foreseeable. We also may not effectively manage or respond to these negative perceptions for reasons within or outside of our control. We expect to continue to expend resources to address concerns with our products and services. Negative perceptions could arise despite our efforts, though, and may result in loss of engagement with our products and services, increased scrutiny from government bodies and consumer groups, and/or litigation, any of which could negatively impact our business.

Catastrophic events and climate change may have a long-term impact on our business.

Natural disasters, cyber incidents, weather events, wildfires, power disruptions, telecommunications failures, pandemics, health crises and other public health events, failed upgrades of existing systems or migrations to new systems, acts of terrorism, geopolitical conflict (such as the Russia-Ukraine war and the ~~Israel-Hamas~~ war in the Middle East), or other events could cause outages, disruptions and/or degradations of our infrastructure (including our or our partners’ information technology and network systems), a failure in our ability to conduct normal business operations, or the closure of public spaces in which players engage with our games and services all of which could materially impact our reputation and brand, financial condition and operating result.

Furthermore, climate change could result in an increase in the frequency or severity of natural disasters, such as earthquakes, fires, floods, or significant power outages and other catastrophic events. Such events may adversely impact critical infrastructure, have the potential to disrupt our business, our third-party suppliers, or the business of our customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume operations. In addition, rapidly changing customer and regulatory requirements, along with stakeholder expectations, to reduce carbon emissions and otherwise to reduce our environmental footprint could increase our costs of operations to comply or present a risk of loss of business, if we are not able to meet those requirements.

We may be adversely affected by the effects of inflation.

Inflation has the potential to adversely affect our business, results of operations, financial position and liquidity by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers. The existence of inflation in the economy has the potential to result in higher interest rates and capital costs, supply shortages, increased costs of labor and other similar effects. Further, events, such as the Russia-Ukraine war and the war in the Middle East, and the adverse impacts of implemented tariffs and trade wars, could affect inflationary trends. As a result of inflation, we have experienced and may continue to experience, increases in our costs associated with operating our business including labor, equipment and other inputs. Although we may take measures to mitigate the impact of this inflation through pricing actions and efficiency gains, if these measures are not effective our business, results of operations, financial position and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.

our customers. The existence of inflation in the economy has the potential to result in higher interest rates and capital costs, supply shortages, increased costs of labor and other similar effects. Further, events, such as the Russia-Ukraine war and the Israel-Hamas war, and the adverse impacts of implemented tariffs and trade wars, could affect inflationary trends. As a result of inflation, we have experienced and may continue to experience, increases in our costs associated with operating our business including labor, equipment and other inputs. Although we may take measures to mitigate the impact of this inflation through pricing actions and efficiency gains, if these measures are not effective our business, results of operations, financial position and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.

We are and may become involved in legal proceedings that may result in adverse outcomes.

We are currently, and from time to time in the future may become, subject to legal proceedings, claims, litigation and government investigations or inquiries, which could be expensive, lengthy, disruptive to normal business operations and occupy a significant amount of our employees’ time and attention. In addition, the outcome of any legal proceedings, claims, litigation, investigations or inquiries may be difficult to predict and could have a material adverse effect on our business, reputation, operating results, or financial condition.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

Our business operations depend on the availability, integrity and secure processing, storage, and transmission of confidential and sensitive information, including personal information, digitally and through interconnected systems, including those of our vendors, service providers and other third parties on which we rely. Consequently, we maintain a formal information security program, including physical, technical and administrative safeguards, to prevent and mitigate the risks posed by cybersecurity threats and incidents and to identify, analyze, address, mitigate and remediate those incidents that do occur. As part of our program:

a.we regularly review and update at least annually our standard policies and procedures related to information technology and analyze those policies against the standards and controls that we believe are most relevant to our Company set by organizations such as the National Institute of Standards and Technology cybersecurity framework and the International Organization for Standardization ("ISO");

b.we maintain a dedicated cybersecurity team under the direction of our Chief Technology Officer ("CTO") and supported by our Chief Information Security Officer ("CISO"), each of whom has expertise related to data and network security, data governance and risk management;

c.we regularly test our internal IT controls;

d.we regularly conduct internal vulnerability assessments as well as third-party penetration tests;

e.we maintain, and we require our third-party service providers to maintain, security controls designed to ensure the confidentiality, integrity, and availability of our information systems and the confidential and sensitive information we maintain and process, or which is processed on our behalf;

f.we conduct pre-engagement and targeted recurring reviews of the security controls and security-compliance posture of applicable third-party service providers;

g.all employees are required to complete periodic trainings that cover security and privacy best practices and company policies;

h.we regularly review our business continuity and other back-up plans, including as they relate to cybersecurity incidents; and

i.we perform periodic simulations of attack scenarios by an internal “Red Team” to test the efficacy of both security controls and our tactical incident response procedures.

We also work with third-party cybersecurity and data privacy professionals as part of the design and implementation of our information security program, including our auditors, independent assessors (for example, for penetration testing) of our cybersecurity program, internal and external legal counsel, and other consultants.

We have a documented incident monitoring, escalation and reporting process and procedure that we believe to be effective in detecting and analyzing cyber incidents as they occur to determine appropriate response action and reporting, including the materiality of any such incidents to our financial condition and operations. This process includes:

a.continual monitoring of our systems and logs by both dedicated cybersecurity internal and outsourced staff;

b.immediate escalation to and review by our CISO of certain signals, including evidence of external threat actors, ransomware attacks, data exfiltration, identity compromise or unusual requests from management or certain departments;

c.if deemed appropriate, reporting by our CISO to the Company’s Management and its Disclosure Committee, comprised of multi-disciplinary senior leaders across the organization, including representatives of our accounting, human resources, finance, information technology and legal functions, and consultation with internal and external legal counsel, for further review and determination of the scope and materiality of the incident or incidents, including whether public disclosure is appropriate or required; and

d.informing the Audit Committee and the Technology Risk Committee (which was formed in October 2025) of our Board of significant or material cybersecurity incidents, as appropriate.

All incidents are documented and recorded and catalogued for further review by the CISO and their team. Incidents that are deemed to be significant and/or rise to the level of a “security breach” are documented in a security incident register as part of our established vulnerability monitoring and incident response procedures.

While we, our clients and our vendors are regularly exposed to malicious technology-related events and threats, none of these threats or incidents, either individually or in the aggregate of related occurrences, have materially affected the Company in the period covered by this report. We have faced—and in the future may face—sophisticated attacks, including attacks referred to as advanced persistent threats, which are cyberattacks aimed at compromising our intellectual property and other commercially sensitive information, such as the source code and game assets for our software or confidential customer or employee information, which may remain undetected for prolonged periods of time. In September 2022, we experienced a network intrusion in which an unauthorized third party illegally accessed and downloaded confidential information from Rockstar Games’ systems, including early development footage for the next Grand Theft Auto. Subsequently, also in September 2022, an unauthorized third party illegally accessed credentials for a vendor platform that 2K Games uses to provide help desk support to its customers. The unauthorized party sent a communication to certain players containing a malicious link. 2K Games immediately notified all affected users and took steps to restrict further unauthorized activity until service was restored. In connection with this activity, we have incurred certain immaterial incremental one-time costs related to consultants, experts and data recovery efforts and we generally expect to incur additional costs related to cybersecurity protections in the future.

In determining materiality, cybersecurity incidents are reviewed not only for potential financial impacts, which could include potential legal and regulatory penalties, stolen assets or funds, system damage, forensic and remediation costs, lost client revenue or litigation costs, but also the breadth and sensitivity of data exposure, data exfiltration, impacts on the ability to operate our business or provide our services, client dissatisfaction, reputational harm, and loss of investor confidence. See Item 1A, Risk Factors, for more information on the cybersecurity threats facing our Company.

Governance

Our Board actively oversees our risk management activities both directly and through its committees and considers various risk topics throughout the year, including, through the Audit Committee, ~~cybersecurity~~ and ~~information security risk management and controls. As part of its oversight function,~~ the ~~Board,~~Technology ~~directly~~Risk ~~and through its Audit~~ Committee, oversees the Company’s risk assessment and risk management policies, including related to cybersecurity. At least quarterly (with respect to the Audit Committee) and annually (with respect to the Board), our CTO and CISO report to the Audit Committee or the Board, respectively, addressing a broad range of topics, including significant cybersecurity incidents that have occurred, if any, since the last update, the status of projects and initiatives to update our cybersecurity policies and practices, and ongoing efforts to prevent, detect, and respond to internal and external critical threats.

Our senior management is responsible for assessing and managing the Company’s various exposures to risk, including those related to cybersecurity, on a day-to-day basis, including the identification of risks through an enterprise risk management framework and the creation of appropriate risk management programs and policies to address such risks. Our CTO and CISO have primary responsibility for managing our information security program and efforts, including with respect to cybersecurity. They work closely with key stakeholders, including internal committees such as our Cyber Steering Group, peer institutions, and industry groups, in order to manage cybersecurity and information security risk. Our internal audit team is responsible for testing and auditing our information-technology internal controls. In addition, leaders from our communications, finance, legal 36

35cybersecurity and information security risk management and controls. As part of its oversight function, the Board, directly and through its Audit Committee and Technology Risk Committee, oversees the Company’s risk assessment and risk management policies, including related to cybersecurity. At least quarterly (with respect to the Technology Risk Committee) and annually (with respect to the Board), our CTO and CISO report to the Technology Risk Committee or the Board, respectively, addressing a broad range of topics, including significant cybersecurity incidents that have occurred, if any, since the last update, the status of projects and initiatives to update our cybersecurity policies and practices, and ongoing efforts to prevent, detect, and respond to internal and external critical threats.

We believe our information technology team to be well-qualified in this area. These qualifications include collective decades of professional experience in the field, in both private enterprise and government, and relevant training and certifications, such as Certified Information Systems Security Professional certification, ISO 27001 certification, and other technical cybersecurity certifications from ISC2, the SANs Institute, and OffSec, as well as recent participation in IT and cybersecurity programs organized by leading educational institutions with expertise in the field.

Item 2. Properties

Our principal executive offices are located at 110 West 44th Street (also known as 1133 Avenue of the Americas), New York, New York, in approximately 102,000 square feet of space under a lease expiring in December 2037. We also own office space in New York, New York, which was acquired in November 2025.

We also lease approximately 64,000 square feet of space under a lease expiring in March 2030 at 622 Broadway, New York, New York.

Take-Two Interactive Software Europe Ltd, our wholly-owned subsidiary, leases approximately 39,500 square feet of office space in London, U.K., which expires in December 2034 and owns two office buildings in Edinburgh, U.K.

2KRockstar's corporate offices ~~and two development studios~~ occupy approximately 9097,000 square feet of leased office space in ~~Novato~~New York, ~~California~~New York, under aleases ~~lease~~ expiring in ~~October~~March ~~2033~~2030.

~~Zynga~~ 2K's corporate ~~office~~offices and two development studios occupy approximately 6290,000 square feet of leased office space in ~~San Mateo~~Novato, California~~. The lease expires in June 2032. In addition~~, ~~Zynga~~under ~~leases~~a ~~approximately 185,000 square feet for its former corporate headquarters located in San Francisco, California, which is now closed. The~~ lease ~~expires~~expiring in ~~June~~October ~~2031~~2033.

InZynga's ~~addition,~~corporate ~~our other subsidiaries lease~~ office ~~space~~occupy inapproximately ~~Sydney and Pyrmont~~62,000 ~~Australia;~~square ~~Halifax,~~feet ~~Oakville,~~of ~~Montreal,~~leased ~~Parksville,~~office ~~Quebec,~~space ~~Toronto,~~in ~~and~~San ~~Vancouver~~Mateo, ~~Canada;~~California. ~~Chengdu,~~The ~~Hong~~lease ~~Kong,~~expires ~~and~~in ~~Shanghai,~~June ~~China;~~2032. ~~Prague,~~In ~~Czech Republic; Helsinki~~addition, ~~Finland;~~Zynga ~~Cesson-Sévigné~~leases ~~and~~approximately ~~Paris~~185,000 ~~France;~~square ~~Munich~~feet ~~and~~for ~~Berlin,~~its ~~Germany;~~former ~~Budapest,~~corporate ~~Hungary;~~headquarters ~~Bangalore,~~located India; Dublin, Ireland; Tel Aviv, Israel; Tokyo, Japan; Belgrade, Serbia; Singapore; Seoul, South Korea; Barcelona, Madrid, and Valencia, Spain; Luzerne, Switzerland; Taipei, Taiwan; Istanbul, Turkey; Birmingham, Brighton, Dundee, London, Lincoln, and Leeds, U.K.; and, in ~~the U.S.: Agoura Hills, Carlsbad, Foothill Ranch, Irvine, Los Angeles, Petaluma, Moorpark,~~ San Francisco, ~~San Mateo, and San Rafael,~~ California~~; Chicago~~, ~~Illinois;~~which ~~Sparks,~~is ~~Maryland;~~now ~~Andover~~closed. ~~and~~The ~~Westwood,~~lease ~~Massachusetts;~~expires ~~Las~~in ~~Vegas,~~June ~~Nevada; Bethpage and New York, New York; Eugene, Oregon; Austin and Frisco, Texas; and Kirkland and Seattle, Washington~~2031.

We also own an office building located in Los Angeles, California, which was acquired in October 2025.

In addition, our other subsidiaries lease office space in Sydney and Pyrmont, Australia; Halifax, Oakville, Montreal, Parksville, Quebec, Toronto, and Vancouver, Canada; Chengdu, Hong Kong, and Shanghai, China; Prague, Czech Republic; Helsinki, Finland; Cesson-Sévigné and Paris, France; Munich and Berlin, Germany; Budapest, Hungary; Bangalore, India; Dublin, Ireland; Tel Aviv, Israel; Tokyo, Japan; Belgrade, Serbia; Singapore; Seoul, South Korea; Barcelona, Madrid, and Valencia, Spain; Lucerne, Switzerland; Taipei, Taiwan; Istanbul, Turkey; Brighton, Dundee, London, Lincoln, and Leeds, U.K.; and, in the U.S.: Agoura Hills, Carlsbad, Irvine, Los Angeles, Petaluma, Moorpark, San Francisco, San Mateo, and San Rafael, California; Chicago, Illinois; Sparks, Maryland; Andover and Westwood, Massachusetts; Las Vegas, Nevada; Bethpage and New York, New York; Eugene, Oregon; Austin and Frisco, Texas; and Kirkland and Seattle, Washington.

For information regarding our lease commitments, see Note 13 - Leases to our Consolidated Financial Statements.

Item 3. Legal Proceedings

Refer to Note 14 - Commitments and Contingencies to our Consolidated Financial Statements for disclosures regarding our legal proceedings.

Item 4. Mine Safety Disclosures

Not applicable.

3638

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Holders

Our common stock trades on the NASDAQ Global Select Market under the symbol "TTWO." The number of record holders of our common stock was ~~313~~269 as of May 511, ~~2025~~2026.

Dividend Policy

We have never declared or paid cash dividends. We currently anticipate that all future earnings will be retained to finance the growth of our business and pay down our outstanding debt. We do not expect to declare or pay any cash dividends in the foreseeable future. The payment of dividends in the future is within the discretion of our Board and will depend upon future earnings, capital requirements and other relevant factors.

Securities Authorized for Issuance under Equity Compensation Plans

The table setting forth this information is included in Part III—Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Stock Performance Graph

The performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended.

The following line graph compares, from March 31, ~~2020~~2021 through March 31, ~~2025~~2026, the cumulative total shareholder return ("TSR") on our common stock with the cumulative TSR on (1) the stocks comprising the NASDAQ Composite Index, (2) the stocks comprising the S&P 500 Index, and (3) the RDG Technology Composite Index. The comparison assumes $100 was invested on March 31, ~~2020~~2021 in our common stock and in each of the following indices and assumes reinvestment of all cash dividends, if any, paid on such securities. We have not paid any cash dividends and, therefore, our cumulative TSR calculation is based solely upon stock price appreciation and not upon reinvestment of cash dividends. Historical stock price is not necessarily indicative of future stock price performance.

3739

Comparison of 5 Year Cumulative Total Return*

Among Take-Two Interactive Software, Inc., the NASDAQ Composite Index,

the S&P 500 Index, and the RDG Technology Composite Index

March ~~2025~~2026

* The graph and chart assume that $100 was invested on March 31, ~~2020~~2021 in the applicable stock or index and that all dividends were reinvested.

	March 31,
	2020		2021		2022		2023		2024		2025
	2021		2022		2023		2024		2025		2026
Take-Two Interactive Software, Inc.	$	100.00	$	~~148~~87.9801	$	~~129~~67.6252	$	~~100~~84.5804	$	~~125~~117.1929	$	~~174~~111.7377
NASDAQ Composite	100.00		~~173~~108.4006		~~187~~93.3671		~~162~~126.4958		~~219~~134.4965		~~233~~169.4711
S&P 500	100.00		~~156~~115.3565		~~180~~106.8171		~~166~~138.8459		~~216~~150.6903		~~234~~176.5874
RDG Technology Composite	100.00		~~170~~107.4640		~~183~~97.0722		~~165~~120.7179		~~205~~129.8947		~~220~~137.6938

Issuer Purchases of Equity Securities

Share Repurchase Program—Our Board has authorized the repurchase of up to 21.7 shares of our common stock. Under this program, we may purchase shares from time to time through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. Repurchases are subject to the availability of stock, prevailing market conditions, the trading price of the stock, our financial performance and other conditions. The program does not require us to repurchase shares and may be suspended or discontinued at any time for any reason.

During the fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, we did not repurchase shares of our common stock. As of March 31, ~~2025~~2026, we had repurchased a total of 11.7 shares of our common stock under the program, and 10.0 shares of our ~~common stock remained available for repurchase under the share repurchase program. All of the repurchased shares are classified as Treasury stock in our Consolidated Balance Sheets.~~

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~~Summary~~common ~~Table—The~~stock ~~table~~remained ~~below~~available ~~details~~for repurchase under the share ~~repurchases~~repurchase ~~that~~program. ~~were~~All ~~made~~of bythe usrepurchased ~~during~~shares ~~the~~are ~~three~~classified ~~months~~as ~~ended~~Treasury ~~March 31,~~stock ~~2025:~~in our Consolidated Balance Sheets.

Period	Sharespurchased	Average priceper share	Total number of sharespurchased as part of publiclyannounced plans or programs	Maximum number of shares thatmay yet be purchased under therepurchase program
January 1 - 31, 2025	—	—	—	10.0
February 1 - 28, 2025	—	—	—	10.0
March 1 - 31, 2025	—	—	—	10.0

Summary Table—The table below details the share repurchases that were made by us during the three months ended March 31, 2026:


Period	Shares purchased	Average price per share	Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the repurchase program
January 1 - 31, 2026	—	—	—	10.0
February 1 - 28, 2026	—	—	—	10.0
March 1 - 31, 2026	—	—	—	10.0

Item 6. [Reserved]

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Our Business

We are a leading developer, publisher, and marketer of interactive entertainment for consumers around the globe. We develop, operate, and publish products principally through Rockstar Games, 2K, and Zynga. Our products are currently designed for console gaming systems, mobile, including smartphones and tablets, and personal computer ("PC"). We deliver our products through physical retail, digital download, online platforms, and cloud streaming services. We are continually innovating the design and development of our products, including by investing in artificial intelligence ("AI") tools and technologies, in order to enhance game play, anticipate changes in consumer behavior, and evolve our business as new dynamics develop. Refer to Item 1 - Business for additional discussion.

Impairments

During the fiscal year ended March 31, 2025, we recognized Goodwill impairment charges of $3,545.2, representing a partial impairment related to one of our reporting units, and we recognized impairment charges of $137.0 for acquisition-related Developed Game Technology intangible assets within Cost of revenue and $39.3 for acquisition-related Branding and Trade Names intangible assets within Depreciation and amortization. The impairment charges are a result of a reduction in the forecasted performance of certain games due to industry conditions and changes in our strategies in response to those conditions. Key assumptions and estimates used in deriving the fair values of these assets are forecasted revenue, EBITDA margins, long-term decay rate, and discount rate (refer to Note 9 - Goodwill and Intangible Assets, Net). Future changes in those key assumptions and estimates could result in additional impairments.

During the fiscal year ended March 31, 2025, we also recognized impairment charges related to our Software development costs and licenses of $77.5, of which $35.1 related to title cancellations as part of our cost reduction program (refer to Note 7 - Software Development Costs and Licenses and Note 21 - Business Reorganization).

Trends and Factors Affecting our Business

Product Release Schedule. Our financial results are affected by the timing of our product releases and the commercial success of our titles. Generally, a significant portion of our revenue has been derived from a few popular franchises, particularly around new releases within those franchises, some of which have annual or biennial releases. Additionally, our Grand Theft Auto products in particular have historically accounted for a significant portion of our revenue. Sales of Grand Theft Auto products generated 12.64% of our net revenue for the fiscal year ended March 31, ~~2025~~2026. The timing of our Grand Theft Auto product releases may affect our financial performance on a quarterly and annual basis. Rockstar plans to release Grand Theft Auto VI on November 19, 2026.

Economic Environment and Retailer Performance. We continue to monitor various macroeconomic and geopolitical factors, such as global tariff ~~policy~~policies, that may affect our business in several areas, including consumer demand, inflation, pricing pressure on our products and third party hardware platforms, credit quality of our receivables, and foreign currency exchange rates. Actions we have taken to date and other potential actions we may take in the future in response to these factors could result in negative impacts in future periods.

The economic environment has affected our customers in the past and may do so in the future. There has been increased consolidation in our industry, aswhich is extremely competitive, and larger, better capitalized competitors will be in a stronger position to withstand prolonged periods of economic downturn and sustain their business through ~~the~~periods of financial volatility. Also, bankruptcies or consolidations of our large retail customers could ~~seriously~~ hurt our business, due to uncollectible accounts receivable and the concentration of purchasing power among the remaining large retailers.

Hardware Platforms. We derive a substantial portion of our revenue from the sale of products made for video game consoles manufactured by third parties. Such console revenue comprised 3739.30% of our net revenue ~~by product platform~~ for the fiscal year ended March 31, ~~2025~~2026. The success of our business is dependent upon consumer acceptance of these platforms and the continued growth in the installed base of these platforms, which has been and could be impacted by global economic factors, including global tariff policies. When new hardware platforms are introduced, demand for interactive entertainment developed for older platforms typically declines, which may negatively affect our business during the market transition to the new consoles. The latest Sony and Microsoft consoles provide "backwards compatibility" (i.e., the ability to play games for the previous generation of consoles). The inclusion of such features on new consoles could mitigate the risk of such a decline. However, we cannot be certain how backwards compatibility will affect demand for our products. Further, events beyond our control may impact the availability or pricing of consoles, which may also affect demand for our products. We manage our product delivery on each current and future platform in a manner we believe to be most effective to maximize our revenue opportunities and

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the continued growth in the installed base of these platforms, which could be impacted by global economic factors, including global tariff policy. When new hardware platforms are introduced, demand for interactive entertainment developed for older platforms typically declines, which may negatively affect our business during the market transition to the new consoles. The latest Sony and Microsoft consoles provide "backwards compatibility" (i.e., the ability to play games for the previous generation of consoles). The inclusion of such features on new consoles could mitigate the risk of such a decline. However, we cannot be certain how backwards compatibility will affect demand for our products. Further, events beyond our control may impact the availability of these new consoles, which may also affect demand. We manage our product delivery on each current and future platform in a manner we believe to be most effective to maximize our revenue opportunities and achieve the desired return on our investments in product development. Accordingly, our strategy for these platforms is to focus our development efforts on a select number of the highest quality titles.

Online Content and Digital Distribution. We provide a variety of online delivered products, including direct digital downloads of our titles, and access to additional offerings through virtual currency, add-on content, in-game purchases, and in-game advertising, which drive ongoing engagement and incremental revenue from recurrent consumer spending on our titles. Net revenue from digital online channels comprised 9697.40% of our net revenue for the fiscal year ended March 31, ~~2025~~2026. We expect online delivery of games and game offerings to continue to be the primary part of our business over the long term.

A significant portion of our mobile titles are distributed, marketed, and promoted through third parties, primarily Apple’s App Store and the Google Play Store. Virtual items for our mobile games are purchased principally through the payment processing systems of these platform providers, as well as our direct-to-consumer commerce platform. We generate a significant portion of our net revenue through the Apple and Google platforms and expect to continue to do so for the foreseeable future. Apple and Google generally have the discretion to set the amounts of their platform fees and change their platforms’ terms of service and other policies with respect to us or other developers at their sole discretion, and those changes may be unfavorable to us. These platform fees are recorded as ~~cost~~Cost of revenue as incurred. Further, as a result of the platform fees associated with online game sales, our mobile net revenue generally generates a lower gross margin percentage than our Console or PC revenue. Accordingly, the overall product mix between mobile and other game sales may affect our gross margin percentage. We are also continuing to expand our direct-to-consumer efforts more meaningfully across our mobile portfolio to enhance profitability.

Player acquisition costs. Principally for our mobile titles, we use advertising and other forms of player acquisition and retention to grow and retain our player audience. These expenditures, which are recorded within ~~Sales~~Selling and marketing in our Consolidated Statements of Operations, generally relate to the promotion of new game launches and ongoing performance-based programs to drive new player acquisition and lapsed player reactivation. Over time, the effectiveness or cost of these acquisition and retention-related programs may change, affecting our operating results.

Content Release Highlights

During fiscal year ~~2025~~2026, 2K released ~~NBA~~Mafia: ~~2K25,~~The ~~TopSpin~~Old ~~2K25~~Country, ~~Sid~~NBA ~~Meier's Civilization VII~~2K26, ~~PGA~~Borderlands ~~TOUR 2K25~~4, and WWE ~~2K25, and Zynga released Game of Thrones: Legends~~2K26. Rockstar plans to release Grand Theft Auto VI on ~~May~~November 2619, 2026.

Fiscal ~~2025~~2026 Financial Summary

Our net revenue for the fiscal year ended March 31, ~~2025~~2026 was led by a variety of our top franchises, primarily NBA 2K, Grand Theft Auto, Borderlands, Red Dead Redemption, and WWE 2K, ~~and Sid Meier's Civilization,~~ as well as our top mobile contributors, primarily Toon Blast, ~~our~~Match ~~hyper-casual mobile portfolio~~Factory!, Empires & Puzzles, ~~Match Factory!,~~ and ~~Words~~Color ~~With~~Block ~~Friends~~Jam. Our net revenue for the fiscal year ended March 31, ~~2025~~2026 was $56,~~633~~656.64, an increase of $~~284~~1,022.08 or 518.32% compared to the fiscal year ended March 31, ~~2024~~2025.

Our operating loss for the fiscal year ended March 31, ~~2025~~2026 was $~~4,391~~104.12 compared to operating loss of $34,~~590~~391.61 for fiscal year ended March 31, ~~2024~~2025, primarily ~~due~~driven toby ~~an increase in~~ Goodwill impairment charges of $13,~~203~~545.12 ~~related~~in tothe anprior ~~additional~~year, ~~partial~~with ~~impairment~~no ~~related~~corresponding toexpense ~~one~~in the current year, as well as, higher sales of our ~~reporting units~~products. For the fiscal year ended March 31, ~~2025~~2026, our net loss was $~~4,478~~298.92, as compared to net loss of $34,~~744~~478.29 in the prior year. ~~Diluted~~Basic and diluted loss per share for the fiscal year ended March 31, ~~2025~~2026 was $251.5862, as compared to ~~Diluted~~Basic and diluted loss per share of $2225.0158 for the fiscal year ended March 31, ~~2024~~2025.

At March 31, ~~2025~~2026, we had $1,~~559~~638.21 of Cash, cash equivalents, and restricted cash and cash equivalents, compared to $1,~~102~~559.02 at March 31, ~~2024~~2025. ~~The~~This increase was primarily ~~due~~driven ~~to Net cash provided~~ by ~~financing activities, primarily related to~~ proceeds from ~~the~~our ~~issuance~~May of2025 ~~our~~underwritten ~~2029~~public ~~Notes~~offering ~~and~~of ~~2034~~common ~~Notes~~stock (refer to Note 1112 - ~~Debt~~Loss Per Share) and ~~the~~positive ~~issuance~~cash offlow ~~common~~from ~~stock~~product sales. ~~This~~These ~~increase~~increases ~~was~~were partially offset by ~~(i)~~the ~~Net~~repayment ~~cash~~of ~~used~~our in2025 ~~investing~~Notes ~~activities,~~and ~~which~~2026 ~~was~~Notes ~~primarily~~(refer ~~due~~ to ~~the~~Note ~~purchase~~11 of- ~~fixed assets and (ii~~Debt) ~~Net cash used in operating activities~~, ~~which~~as ~~was~~well ~~primarily~~as ~~due~~continued to investments in software, ~~development~~fixed ~~and licenses~~assets, ~~partially~~and ~~offset~~short-term ~~by sales of our products~~investments.

On June 11, 2024, we completed the purchase of 100% of the issued and outstanding capital stock of The Gearbox Entertainment Company, Inc. ("Gearbox"), from Embracer Group AB, for an initial consideration of 2.8 shares of our common stock (refer to Note 20 - Acquisitions).

Critical Accounting Policies and Estimates

Our most critical accounting policies, which are those that require significant judgment, include revenue recognition, capitalization and recognition of software development costs and licenses, fair value estimates including valuation of goodwill and intangible assets, valuation and recognition of stock-based compensation, and income taxes. See Note 1 - Basis of Presentation and Significant Accounting Policies in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K.

Recently Adopted and Recently Issued Accounting Pronouncements

See Note 1 - Basis of Presentation and Significant Accounting Policies.

Operating Metric

Net Bookings

	Fiscal Year Ended March 31,
	2025		2024		Increase/(decrease)		Increase/(decrease) %
Net Bookings	$	5,648.0	$	5,333.0	$	315.0	5.9	%

We monitor Net Bookings as a key operating metric in evaluating the performance of our business. Net Bookings is defined as the net amount of products and services sold digitally or sold-in physically during the period and includes licensing fees, merchandise, in-game advertising, and publisher incentives. Net Bookings were as follows:

For the fiscal year ended March 31, 2025, Net Bookings increased by $315.0 as compared to the prior year. The increase was primarily due to an increase in Net Bookings from Match Factory!; our Sid Meier's Civilization franchise, the latest installment of which, Civilization VII, released in February 2025; Toon Blast; our NBA 2K franchise; and TopSpin 2K25, which released in April 2024. These increases were partially offset by a decrease in Net Bookings from Empires & Puzzles, our Grand Theft Auto franchise, our hyper- and hybrid-casual mobile portfolio, and LEGO 2K Drive, which released in May 2023.


	Fiscal Year Ended March 31,
	2026		2025	Increase/(decrease)		Increase/(decrease) %
Net Bookings	$	6,721.0	5,648.0	$	1,073.0	19.0	%

For the fiscal year ended March 31, 2026, Net Bookings increased by $1,073.0 as compared to the prior year period. The increase was primarily driven by higher Net Bookings from our NBA 2K franchise, our Borderlands franchise, the latest installment of which, Borderlands 4, released in September 2025; Color Block Jam, which released in November 2024; and our Grand Theft Auto franchise.

Results of Operations

In this section, we discuss the results of our operations for the fiscal year ended March 31, ~~2025~~2026 compared to the fiscal year ended March 31, ~~2024~~2025. For the comparison of fiscal year ~~2024~~2025 to fiscal year ~~2023~~2024, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended March 31, ~~2024~~2025.

41The following tables set forth, for the periods indicated, our Consolidated Statements of Operations, net revenue by platform, net revenue by distribution channel, and net revenue by content type:

The following table sets forth, for the periods indicated, our statements of operations, net revenue by content type, net revenue by platform, and net revenue by distribution channel:


	Fiscal Year Ended March 31,
	2026				2025				2024
Total net revenue	$	6,656.4	100.0	%	$	5,633.6	100.0	%	$	5,349.6	100.0	%
Cost of revenue	2,846.7		42.8	%	2,571.4		45.7	%	3,107.8		58.1	%
Gross profit	3,809.7		57.2	%	3,062.2		54.3	%	2,241.8		41.9	%
Selling and marketing	1,770.8		26.6	%	1,683.7		29.9	%	1,550.2		29.0	%
Research and development	1,074.6		16.1	%	1,005.2		17.8	%	948.2		17.7	%
General and administrative	874.4		13.1	%	883.3		15.7	%	716.1		13.4	%
Depreciation and amortization	198.5		3.0	%	229.4		4.1	%	171.2		3.2	%
Goodwill impairment	—		—	%	3,545.2		62.9	%	2,342.1		43.8	%
Business reorganization	(4.4)		(0.1)	%	106.5		1.9	%	104.6		1.9	%
Total operating expenses	3,913.9		58.7	%	7,453.3		132.3	%	5,832.4		109.0	%
Income (loss) from operations	(104.2)		(1.5)	%	(4,391.1)		(78.0)	%	(3,590.6)		(67.1)	%
Interest and other, net	(93.6)		(1.4)	%	(100.2)		(1.8)	%	(112.2)		(2.1)	%
Loss before income taxes	(197.8)		(2.9)	%	(4,491.3)		(79.8)	%	(3,702.8)		(69.2)	%
Provision for (benefit from) income taxes	100.4		1.5	%	(12.4)		(0.2)	%	41.4		0.8	%
Net loss	(298.2)		(4.4)	%	(4,478.9)		(80.0)	%	(3,744.2)		(70.0)	%

	Fiscal Year Ended March 31,
	2025				2024				2023
Total net revenue	$	5,633.6	100.0	%	$	5,349.6	100.0	%	$	5,349.9	100.0	%
Cost of revenue	2,571.4		45.7	%	3,107.8		58.1	%	3,064.6		57.3	%
Gross profit	3,062.2		54.3	%	2,241.8		41.9	%	2,285.3		42.7	%
Selling and marketing	1,683.7		29.9	%	1,550.2		29.0	%	1,586.5		29.7	%
Research and development	1,005.2		17.8	%	948.2		17.7	%	887.6		16.6	%
General and administrative	883.3		15.7	%	716.1		13.4	%	839.5		15.7	%
Depreciation and amortization	229.4		4.1	%	171.2		3.2	%	122.3		2.3	%
Goodwill impairment	3,545.2		62.9	%	2,342.1		43.8	%	—		—	%
Business reorganization	106.5		1.9	%	104.6		1.9	%	14.6		0.3	%
Total operating expenses	7,453.3		132.3	%	5,832.4		109.0	%	3,450.5		64.5	%
Loss from operations	(4,391.1)		(78.0)	%	(3,590.6)		(67.1)	%	(1,165.2)		(21.8)	%
Interest and other, net	(93.3)		(1.7)	%	(103.6)		(1.9)	%	(141.9)		(2.7)	%
Loss on fair value adjustments, net	(6.9)		(0.1)	%	(8.6)		(0.2)	%	(31.0)		(0.6)	%
Loss before income taxes	(4,491.3)		(79.8)	%	(3,702.8)		(69.2)	%	(1,338.1)		(25.0)	%
(Benefit from) provision for income taxes	(12.4)		(0.2)	%	41.4		0.8	%	(213.4)		(4.0)	%
Net loss	$	(4,478.9)	(80.0)	%	$	(3,744.2)	(70.0)	%	$	(1,124.7)	(21.0)	%

	Fiscal Year Ended March 31,
	2025				2024				2023
Net revenue by content:
Recurrent consumer spending	$	4,474.6	79.4	%	$	4,213.5	78.8	%	$	4,180.4	78.1	%
Full game and other	1,159.0		20.6	%	1,136.1		21.2	%	1,169.5		21.9	%
Net revenue by platform:
Mobile	$	2,942.0	52.2	%	$	2,748.0	51.4	%	$	2,538.6	47.5	%
Console	2,099.1		37.3	%	2,167.3		40.5	%	2,303.8		43.0	%
PC and other	592.5		10.5	%	434.3		8.1	%	507.5		9.5	%
Net revenue by distribution channel:
Digital online	$	5,431.8	96.4	%	$	5,112.2	95.6	%	$	5,085.7	95.1	%
Physical retail and other	201.8		3.6	%	237.4		4.4	%	264.2		4.9	%

	2025		% of net revenue		2024		% of net revenue		Increase/(decrease)		% Increase/(decrease)
Total net revenue	$	5,633.6	100.0	%	$	5,349.6	100.0	%	$	284.0	5.3	%
Product costs	821.1		14.6	%	756.6		14.1	%	64.5		8.5	%
Game intangibles	811.0		14.4	%	1,301.1		24.3	%	(490.1)		(37.7)	%
Internal royalties	405.4		7.2	%	397.6		7.4	%	7.8		2.0	%
Licenses	365.8		6.5	%	305.8		5.8	%	60.0		19.6	%
Software development costs and royalties(1)	168.1		3.0	%	346.7		6.5	%	(178.6)		(51.5)	%
Cost of revenue	2,571.4		45.7	%	3,107.8		58.1	%	(536.4)		(17.3)	%
Gross profit	$	3,062.2	54.3	%	$	2,241.8	41.9	%	$	820.4	36.6	%

(1) Includes $9.4 and $24.4 of stock-based compensation expense in fiscal year 2025 and 2024, respectively.

For the fiscal year ended March 31, 2025, net revenue increased by $284.0, as compared to the prior year. The increase was primarily due to an increase in net revenue of $237.1 from Match Factory!, which released in November 2023; $127.2 from our Sid Meier's Civilization franchise, the latest installment of which, Civilization VII, released in February 2025; and $84.2 from Toon Blast. These increases were partially offset by a decrease in net revenue of $73.3 from our Grand Theft Auto franchise.

Recurrent consumer spending ("RCS") is generated from ongoing consumer engagement and includes revenue from virtual currency, add-on content, in-game purchases, and in-game advertising. Net revenue from recurrent consumer spending increased by $261.1 and accounted for 79.4% of net revenue for the fiscal year ended March 31, 2025, as compared to 78.8% for the prior year. The increase was primarily due to an increase in net revenue from Match Factory! and Toon Blast. These increases were partially offset by a decrease in net revenue from our Grand Theft Auto franchise. Net revenue from full game and other increased by $22.9 and accounted for 20.6% of net revenue for the fiscal year ended March 31, 2025, as compared to 21.2% for the prior year. The increase was primarily due to an increase in net revenue from our Sid Meier's Civilization franchise and TopSpin 2K25. These increases were partially offset by a decrease in net revenue from our NBA 2K franchise, a decrease as a result of a divestiture in our business, and a decrease in our Grand Theft Auto franchise.

Net revenue from mobile increased by $194.0 and accounted for 52.2% of our total net revenue in the fiscal year ended March 31, 2025, as compared to 51.4% in the prior year. The increase was primarily due to an increase in net revenue from Match Factory! and Toon Blast. These increases were partially offset by a decrease in our Grand Theft Auto franchise, Merge Dragons!, and as a result of a divestiture. Net revenue from console games decreased by $68.2 and accounted for 37.3% of our total net revenue in the fiscal year ended March 31, 2025, as compared to 40.5% in the prior year. The decrease was primarily due to a decrease in net revenue from our Grand Theft Auto and NBA 2K franchises, and LEGO 2K Drive, which released in May 2023. These decreases were partially offset by an increase in net revenue from TopSpin 2K25, which released in April 2024, and our Sid Meier's Civilization franchise. Net revenue from PC and other increased by $158.2 and accounted for 10.5% of our total net revenue in the fiscal year ended March 31, 2025, as compared to 8.1% in the prior year. The increase was primarily due to an increase in net revenue from our Sid Meier's Civilization franchise; our Risk of Rain franchise, which was acquired in connection with our acquisition of Gearbox in June 2024 (refer to Note 20 - Acquisitions); and our Grand Theft Auto and NBA 2K franchises.

Net revenue from digital online channels increased by $319.6 and accounted for 96.4% of our total net revenue for the fiscal year ended March 31, 2025, as compared to 95.6% in the prior year. The increase was primarily due to an increase in net revenue from Match Factory!, our Sid Meier's Civilization franchise, and Toon Blast. These increases were partially offset by a decrease in net revenue from our Grand Theft Auto franchise. Net revenue from physical retail and other channels decreased by $35.6 and accounted for 3.6% of our total net revenue for the fiscal year ended March 31, 2025, as compared to 4.4% for the prior year. The decrease was primarily due to a decrease in net revenue from our NBA 2K and Red Dead Redemption franchises, and LEGO 2K Drive.

Gross profit as a percentage of net revenue for the fiscal year ended March 31, 2025 was 54.3%, as compared to 41.9% in the prior year. The increase was primarily due to lower impairment charges related to intangible assets related to our Zynga acquisition (refer to Note 9 - Goodwill and Intangible Assets, net).

Changes in foreign currency exchange rates decreased net revenue by $2.5 and increased gross profit by $0.2, respectively, in the fiscal year ended March 31, 2025 as compared to the prior year.

Operating Expenses

	2025		% of net revenue		2024		% of net revenue		Increase/(decrease)		% Increase/(decrease)
Selling and marketing	$	1,683.7	29.9	%	$	1,550.2	29.0	%	$	133.5	8.6	%
Research and development	1,005.2		17.8	%	948.2		17.7	%	57.0		6.0	%
General and administrative	883.3		15.7	%	716.1		13.4	%	167.2		23.3	%
Depreciation and amortization	229.4		4.1	%	171.2		3.2	%	58.2		34.0	%
Goodwill impairment	3,545.2		62.9	%	2,342.1		43.8	%	1,203.1		51.4	%
Business reorganization	106.5		1.9	%	$	104.6	1.9	%	1.9		1.8	%
Total operating expenses	$	7,453.3	132.3	%	$	5,832.4	109.0	%	$	1,620.9	27.8	%

	2025		2024
Selling and marketing	$	92.4	$	95.3
Research and development	99.0		104.4
General and administrative	123.2		111.5

Foreign currency exchange rates decreased total operating expenses by $6.8 for the fiscal year ended March 31, 2025 as compared to the prior year.


	Fiscal Year Ended March 31,
	2026				2025				2024
Net revenue by content:
Recurrent consumer spending	$	5,196.6	78.1	%	$	4,474.6	79.4	%	$	4,213.5	78.8	%
Full game and other	1,459.8		21.9	%	1,159.0		20.6	%	1,136.1		21.2	%
Net revenue by platform:
Mobile	$	3,333.0	50.1	%	$	2,942.0	52.2	%	$	2,748.0	51.4	%
Console	2,597.3		39.0	%	2,099.1		37.3	%	2,167.3		40.5	%
PC and other	726.1		10.9	%	592.5		10.5	%	434.3		8.1	%
Net revenue by distribution channel:
Digital online	$	6,459.7	97.0	%	$	5,431.8	96.4	%	$	5,112.2	95.6	%
Physical retail and other	196.7		3.0	%	201.8		3.6	%	237.4		4.4	%

Fiscal Years ended March 31, 2026 and 2025


	2026		% of net revenue		2025		% of net revenue		Increase/(decrease)		% Increase/(decrease)
Total net revenue	$	6,656.4	100.0	%	$	5,633.6	100.0	%	$	1,022.8	18.2	%
Product costs	863.8		13.0	%	821.1		14.6	%	42.7		5.2	%
Game intangibles	662.2		9.9	%	811.0		14.4	%	(148.8)		(18.3)	%
Licenses	463.5		7.0	%	365.8		6.5	%	97.7		26.7	%
Software development costs and royalties(1)	439.8		6.6	%	168.1		3.0	%	271.7		161.6	%
Internal royalties	417.4		6.3	%	405.4		7.2	%	12.0		3.0	%
Cost of revenue	2,846.7		42.8	%	2,571.4		45.7	%	275.3		10.7	%
Gross profit	$	3,809.7	57.2	%	$	3,062.2	54.3	%	$	747.5	24.4	%

(1) Includes $(27.9) and $9.4 of stock-based compensation expense in fiscal year 2026 and 2025, respectively.

For the fiscal year ended March 31, 2026, net revenue increased by $1,022.8, as compared to the prior year period. The increase was primarily driven by higher net revenue of $416.9 from our NBA 2K franchise; $210.3 from our Borderlands franchise, the latest installment of which, Borderlands 4, released in September 2025; $206.6 from Color Block Jam, which released in November 2024; $121.9 from Toon Blast; and $115.1 from our Grand Theft Auto franchise.

Recurrent consumer spending ("RCS") is generated from ongoing consumer engagement and includes revenue from virtual currency, add-on content, in-game purchases, and in-game advertising. Net revenue from recurrent consumer spending increased by $722.0 and accounted for 78.1% of net revenue for the fiscal year ended March 31, 2026, as compared to 79.4% for the prior year period. The increase was primarily driven by higher net revenue from our NBA 2K franchise and Color Block Jam. Net revenue from full game and other increased by $300.8 and accounted for 21.9% of net revenue for the fiscal year ended March 31, 2026, as compared to 20.6% for the prior year period. The increase was primarily driven by higher net revenue from our Borderlands and Grand Theft Auto franchises, and our Mafia franchise, the latest installment of which, Mafia: The Old Country released in August 2025, partially offset by lower net revenue from our Sid Meier's Civilization franchise, the latest installment of which, Civilization VII, released in February 2025.

Net revenue from mobile increased by $391.0 and accounted for 50.1% of our total net revenue in the fiscal year ended March 31, 2026, as compared to 52.2% in the prior year period. The increase was primarily driven by higher net revenue from Color Block Jam and Toon Blast. Net revenue from console games increased by $498.2 and accounted for 39.0% of our total net revenue in the fiscal year ended March 31, 2026, as compared to 37.3% in the prior year period. The increase was primarily driven by higher net revenue from our NBA 2K and Borderlands franchises. Net revenue from PC and other increased by $133.6 and accounted for 10.9% of our total net revenue in the fiscal year ended March 31, 2026, as compared to 10.5% in the prior year period. The increase was primarily driven by higher net revenue from our Borderlands, Grand Theft Auto, and NBA 2K franchises, partially offset by lower net revenue from our Sid Meier's Civilization franchise.

Net revenue from digital online channels increased by $1,027.9 and accounted for 97.0% of our total net revenue for the fiscal year ended March 31, 2026, as compared to 96.4% in the prior year period. The increase was primarily driven by higher net revenue from our NBA 2K franchise, Color Block Jam, our Borderlands and Grand Theft Auto franchises, and Toon Blast. Net revenue from physical retail and other channels decreased by $5.1 and accounted for 3.0% of our total net revenue for the fiscal year ended March 31, 2026, as compared to 3.6% for the prior year period.

Gross profit as a percentage of net revenue for the fiscal year ended March 31, 2026 was 57.2%, as compared to 54.3% in the prior year period. The increase in gross profit as a percentage of net revenue was primarily driven by (i) lower

amortization of intangible assets primarily due to higher impairments in the prior year and (ii) lower product costs as a percentage of net revenue, partially offset by higher amortization of capitalized software and development costs primarily due to the timing of releases.

Changes in foreign currency exchange rates increased net revenue by $9.9 and increased gross profit by $45.4, respectively, in the fiscal year ended March 31, 2026 as compared to the prior year period.

Operating Expenses


	2026		% of net revenue		2025		% of net revenue		Increase/(decrease)		% Increase/(decrease)
Selling and marketing	$	1,770.8	26.6	%	$	1,683.7	29.9	%	$	87.1	5.2	%
Research and development	1,074.6		16.1	%	1,005.2		17.8	%	69.4		6.9	%
General and administrative	874.4		13.1	%	883.3		15.7	%	(8.9)		(1.0)	%
Depreciation and amortization	198.5		3.0	%	229.4		4.1	%	(30.9)		(13.5)	%
Goodwill impairment	—		—	%	3,545.2		62.9	%	(3,545.2)		(100.0)	%
Business reorganization	(4.4)		(0.1)	%	$	106.5	1.9	%	(110.9)		(104.1)	%
Total operating expenses(1)	$	3,913.9	58.7	%	$	7,453.3	132.3	%	$	(3,539.4)	(47.5)	%

(1)Includes stock-based compensation expense, which was allocated as follows:


	2026		2025
Selling and marketing	$	95.3	$	92.4
General and administrative	149.0		123.2
Research and development	88.9		99.0

Foreign currency exchange rates increased total operating expenses by $31.2 for the fiscal year ended March 31, 2026 as compared to the prior year period.

Selling and marketing

Selling and marketing expenses increased by $~~133~~87.51 for the fiscal year ended March 31, ~~2025~~2026 as compared to the prior year period, primarily driven by higher personnel expense due to ~~(i)~~ higher ~~overall~~performance-based ~~marketing~~compensation, ~~expenses~~as ~~for~~well ~~Match Factory!~~as, ~~Game~~higher ofmarketing ~~Thrones:~~expense ~~Legends,~~for Color Block Jam and our ~~Sid~~Borderlands ~~Meier's~~franchise. ~~Civilization~~These ~~franchise,~~increases were partially offset by lower marketing expenses for ~~our~~Match ~~hyper-casual~~Factory!, ~~mobile~~Game ~~portfolio~~of Thrones: Legends, ~~and~~our ~~(ii)~~Sid ~~lower~~Meier's ~~amortization~~Civilization ~~related~~franchise, toand ~~our~~Star ~~intangible~~Wars: ~~assets~~Hunters.

Research and development

Research and development expenses increased by $5769.04 for the fiscal year ended March 31, ~~2025~~2026, as compared to the prior year period, primarily ~~due~~driven toby ~~increases in~~ (i) higher personnel ~~expenses~~expense due to ~~increased~~the ~~headcount~~acquisition of Gearbox in June 2024 and higher performance-based compensation, and (ii) ~~production~~the ~~and~~timing ~~development~~of ~~expenses~~additional ~~for~~R&D-related ~~titles~~credits ~~that~~related ~~are~~to ~~not~~certain ~~technologically~~titles. ~~feasible,~~These increases were partially offset by ~~the~~lower ~~timing~~production ofand ~~tax~~development ~~related~~expenses ~~credits~~ for ~~certain~~ titles that are not technologically feasible.

General and administrative

General and administrative expenses ~~increased~~decreased by $~~167~~8.29 for the fiscal year ended March 31, ~~2025~~2026, as compared to the prior year period, primarily ~~due~~driven toby ~~increases~~lower ~~in (i) transaction costs related to our acquisition of Gearbox (refer to Note 20 - Acquisitions), (ii) personnel expenses due to increased headcount, (iii)~~ legal fees and contingencies related to the IBM case against Zynga, ~~(iv)~~partially ~~IT-related~~offset ~~expenses~~by ~~for~~higher ~~cloud-based~~personnel ~~services and IT infrastructure, as well as, (v) a reduction of~~ expense indue ~~the prior year related~~ to ~~updating~~higher ~~the fair value of contingent earn~~performance-~~out~~based ~~liability for our acquisition of Popcore with no corresponding reduction in the current year~~compensation.

General and administrative expenses for the fiscal years ended March 31, 2025 and 2024 include occupancy expense (primarily rent, utilities and office expenses) of $73.9 and $69.9, respectively, related to our development studios.

Depreciation and amortization

Depreciation and amortization expenses ~~increased~~decreased by $5830.29 for the fiscal year ended March 31, ~~2025~~2026, as compared to the prior year period, primarily ~~due~~driven toby ~~increases~~lower inamortization ~~(i) impairment expense~~ related to ~~our~~ intangible assets ~~(refer~~due to ~~Note~~prior 9year -impairments, ~~Goodwill~~partially ~~and~~offset ~~Intangible~~by ~~Assets,~~higher ~~Net), (ii)~~ IT infrastructure expense, and ~~(iii)~~higher leasehold ~~improvements~~improvement expense for office buildouts.

Goodwill impairment

Goodwill impairment expense decreased by $3,545.2 for the fiscal ~~years~~year ended March 31, ~~2025~~2026, ~~and~~as ~~2024,~~compared ~~were~~to ~~$3,545.2~~the ~~and~~prior ~~$2,342.1,~~year ~~respectively~~period, ~~due~~primarily todriven by partial impairments recognized ~~related~~in tothe ~~one~~prior ofyear, ~~our~~with ~~reporting~~no ~~units~~corresponding ~~(refer~~expense toin ~~Note~~the 9current ~~- Goodwill and Intangible Assets, Net)~~year.

Business reorganization

Business reorganization expense ~~increased~~decreased by $1110.9 for the fiscal year ended March 31, ~~2025~~2026, as compared to the prior year period, primarily ~~due~~driven toby ~~an increase in employee-related costs and losses on~~ our ~~divestitures,~~cost ~~partially~~reduction ~~offset~~program ~~by a decrease~~ in ~~expense~~fiscal ~~due~~year to2025 ~~cancellations of our titles~~ (~~refer~~the to"2024 ~~Note 21 - Business Reorganization~~Plan").

Interest and other, net

	2025		% of net revenue		2024		% of net revenue		Increase/(decrease)		% Increase/(decrease)
	2026		% of net revenue		2025		% of net revenue		Increase/(decrease)		% Increase/(decrease)
Interest income	$	9885.61	1.83	%	$	6298.36	1.28	%	$	36(13.35)	58(13.37)	%
Interest expense	(~~167~~151.34)		(32.03)	%	(~~140~~167.63)		(23.60)	%	~~(26~~15.7)9		19(9.05)	%
Foreign currency exchange gain (loss)	(22.6)		(0.4)	%	(28.6)		(0.5)	%	6.0		(21.0)	%
Foreign currency exchange loss	(17.4)		(0.3)	%	(22.6)		(0.4)	%	5.2		(23.0)	%
Other	(29.09)		—(0.1)	%	3(8.39)		(0.12)	%	(51.30)		~~(160~~11.6)2	%
Interest and other, net	$	(93.36)	(1.74)	%	$	(~~103~~100.62)	(1.98)	%	$	106.36	(96.96)	%

Interest and other, net was expense of $93.36 for the fiscal year ended March 31, ~~2025~~2026, as compared to expense of $~~103~~100.62 for the fiscal year ended March 31, ~~2024~~2025. The net decrease in expense was primarily ~~due~~driven toby anlower ~~increase~~outstanding indebt ~~interest~~balances ~~income~~and ~~primarily~~lower interest expense due to ~~increases~~the inrepayment ~~interest~~of ~~rates~~our ~~and~~2025 ~~cash~~Notes ~~balances~~in ~~and~~April a2025 ~~gain~~and onour ~~the~~2026 ~~sale~~Notes ofin anMarch ~~investment.~~2026 ~~These~~(refer ~~decreases~~to inNote ~~net~~11 ~~expense~~- ~~were~~Debt), ~~partially~~decrease ~~offset by increases~~ in foreign currency losses, ~~interest~~and ~~expense~~changes ~~related~~in tofair ~~our~~value ~~debt~~based ~~transactions~~on ~~(refer~~the toobservable ~~Note~~price 11changes -of ~~Debt)~~our ~~and~~long-term ainvestments. ~~gain~~This onwas ~~debt~~partially ~~extinguishment~~offset ~~recognized~~by inlower ~~the~~interest ~~prior~~income ~~year~~primarily ondue ~~the~~to ~~partial~~lower ~~repayment~~interest ~~of our 2024 Notes~~rates.

44Provision for income taxes

~~Loss~~ Our onprovision ~~fair~~for ~~value~~income ~~adjustments~~taxes for the fiscal year ended March 31, ~~net~~2026 was $100.4 as compared to a benefit from income taxes of $12.4 for the fiscal year ended March 31, 2025.

~~Loss~~ When oncompared ~~fair~~to ~~value~~the ~~adjustments~~statutory rate of 21%, ~~net~~the effective tax rate of (50.8)% for the fiscal year ended March 31, ~~2025~~2026 was aprimarily ~~loss~~driven by an expense of $6113.94 ~~compared~~from toan aincrease ~~loss~~in ofthe U.S. valuation allowance expense, $818.62 from an increase in the ~~prior~~foreign ~~year~~valuation ~~period.~~allowance ~~The~~expense, ~~change~~and ~~was~~$79.0 ~~primarily~~from ~~due~~our togeographic ~~changes~~mix inand ~~fair~~foreign ~~value~~earnings, ~~based~~partially onoffset ~~observable~~by ~~price~~a ~~changes~~$45.7 ofbenefit ~~our~~from ~~long-term~~tax ~~investments~~credits and an$39.7 ~~increase~~of inexcess ~~fair~~benefits ~~value~~from ofemployee ~~our~~stock ~~Convertible Notes~~compensation.

~~Benefit~~When compared to the statutory rate of 21%, the effective tax rate of 0.3% for the fiscal year ended March 31, 2025 was primarily driven by an expense of $718.0 from ~~income~~nondeductible ~~taxes~~goodwill impairments, $222.7 from an increase in the U.S. valuation allowance expense, $25.5 from an increase in the foreign valuation allowance expense, and $41.4 from our geographic mix and foreign earnings, partially offset by a $54.5 benefit from tax credits anticipated to be utilized.

~~Our~~The ~~income~~change in the effective tax ~~benefit~~rate, ~~was~~when ~~$12.4~~compared ~~for~~to the ~~fiscal~~prior year ~~ended~~period's ~~March 31~~effective tax rate, ~~2025~~is asprimarily ~~compared~~driven toby athe ~~provision~~increased ~~for~~proportionate ~~income~~impact ~~taxes~~of the changes in valuation allowances and geographic mix of ~~$41~~earnings.4 ~~for~~These were partially offset by increased tax benefits from employee stock compensation and the ~~fiscal~~absence of expenses related to a prior year ~~ended~~nondeductible ~~March 31,~~goodwill ~~2024~~impairment.

When compared to the statutory rate of 21%, the effective tax rate of 0.3% for the fiscal year ended March 31, 2025 was primarily due to an expense of $718.0 from nondeductible goodwill impairments, $222.7 from an increase in the U.S. valuation allowance expense, $25.5 from an increase in the foreign valuation allowance expense, $41.4 from our geographic mix and foreign earnings partially offset by a $54.5 benefit from tax credits anticipated to be utilized.

When compared to the statutory rate of 21%, the effective tax rate of (1.1)% for the fiscal year ended March 31, 2024 was primarily due to an expense of $474.7 from nondeductible goodwill impairments, $337.2 from an increase in the U.S. valuation allowance expense, $41.6 from an increase in the foreign valuation allowance expense, $39.0 from our geographic mix and foreign earnings, and $29.2 from a decrease in the net deferred tax asset relating to the Swiss cantonal basis step-up (as noted below) partially offset by a $63.3 benefit from tax credits anticipated to be utilized and $32.7 benefit from changes in reserves due to statute lapses.

The effective tax rate in the current year was higher compared to the prior year primarily due to increased expense from nondeductible goodwill impairments, decreased benefits from tax credits, decreased expense related to an increase in our valuation allowance, and the impact of geographic mix and foreign earnings.

The accounting for share-based compensation will increase or decrease our effective tax rate based upon the difference between our share-based compensation expense and the deductions taken on our tax return, which depends on the stock price at the time of the employee award vesting.

WeThe ~~anticipate~~accounting ~~that~~for ~~additional excess~~ tax ~~benefits~~incentives orand ~~shortfalls from employee stock compensation, tax~~ credits, ~~changes~~may inincrease ~~valuation~~or ~~allowance,~~decrease ~~and changes in~~ our ~~geographic mix of earnings could have a significant impact on our~~ effective tax rate indue ~~the~~to ~~future.~~changes ~~In addition, we are regularly examined by domestic and foreign taxing authorities. Examinations may result~~ in tax ~~assessments~~legislation ~~in excess of amounts claimed~~ and ~~the~~elections ~~payment of additional taxes. We believe our tax positions comply with applicable tax law, and that~~ we ~~have~~may ~~adequately provided for reasonably foreseeable tax assessments~~make. ~~It is possible that settlement of audits or the expiration of the statute of limitations could have an impact on our effective tax rate in future periods.~~

~~The~~We ~~ARPA,~~anticipate ~~among~~that ~~other~~additional ~~things,~~excess ~~includes~~tax ~~provisions~~benefits toor ~~expand~~shortfalls ~~the~~from ~~IRC~~employee ~~Section~~stock ~~162(m)~~compensation, ~~disallowance~~tax ~~for~~incentives ~~deduction~~or credits, and changes in our geographic mix of ~~certain~~earnings ~~compensation~~could ~~paid~~have bya ~~publicly~~significant ~~held~~impact ~~corporations.~~on ~~Effective~~our ~~for~~effective tax ~~years~~rate ~~starting~~in ~~after~~the ~~December~~future. 31In addition, ~~2026~~we ~~(April~~are 1,regularly ~~2027~~examined ~~for~~by ~~the~~domestic ~~Company),~~and ~~ARPA~~foreign ~~expands~~taxing ~~the~~authorities. ~~limitation~~Examinations tomay ~~cover~~result ~~the~~in ~~next~~tax ~~five~~assessments ~~most~~in ~~highly~~excess ~~compensated~~of ~~employees.~~amounts ~~ARPA~~claimed ~~did~~and ~~not~~the ~~have~~payment aof ~~material~~additional ~~impact~~taxes. onWe believe our ~~Consolidated~~tax ~~Financial~~positions ~~Statements~~comply ~~for~~with ~~the~~applicable ~~fiscal~~tax ~~year~~law, ~~ended~~and ~~March 31,~~that ~~2025~~we have adequately provided for reasonably foreseeable tax assessments. WeIt ~~continue~~is topossible ~~evaluate~~that settlement of audits or the ~~potential~~expiration ~~impact~~of ~~ARPA~~the ~~may~~statute of limitations could have an impact on our ~~operations~~effective ~~and~~tax ~~Consolidated~~rate ~~Financial Statements~~ in future periods.

~~The~~On ~~Inflation~~July ~~Reduction~~4, ~~Act~~2025, ~~includes~~the aOne ~~new~~Big ~~CAMT~~Beautiful ofBill ~~15%~~Act on("OBBB") ~~the~~was ~~AFSI~~signed ofinto ~~corporations~~law. ~~with~~OBBB anincludes ~~average~~significant ~~AFSI~~provisions, ~~exceeding~~including $but not limited to (1.0) ~~billion~~permanent ~~over~~extension aof ~~consecutive~~certain ~~three-year~~expiring ~~period.~~provisions ~~The~~of ~~CAMT~~the isTax ~~effective~~Cuts ~~for~~and ~~taxable~~Jobs ~~year~~Act ~~ending~~of ~~March~~2017 31("TCJA"), ~~2024.~~(2) Itmodifications isto ~~possible~~the ~~that~~international ~~the~~provisions ~~CAMT~~relating ~~could~~to ~~result~~Base inErosion anAnti ~~additional~~Abuse ~~tax~~Act ~~liability~~("BEAT"), ~~over~~Global ~~the~~Intangible ~~regular~~Low-Tax ~~federal~~Income ~~corporate~~("GILTI") ~~tax~~and ~~liability~~Foreign inDerived aDeduction ~~particular~~Eligible ~~year~~Income ~~based~~("FDDEI"), on(3) ~~differences~~permanent ~~between~~reinstatement ~~book~~deduction ~~and~~for ~~taxable~~domestic ~~income.~~research Weexpenditures doand ~~not~~100% ~~estimate~~bonus ~~any~~depreciation ~~tax~~for ~~liability~~certain ~~relating~~qualified toproperty, ~~CAMT~~and ~~for~~(4) ~~the~~modifications ~~current~~to ~~fiscal~~tax ~~year~~credits. WeThe ~~will~~legislation ~~continue~~has tomultiple ~~evaluate~~effective ~~the~~dates, ~~potential~~with ~~impact~~certain ~~the~~provisions ~~Inflation~~effective ~~Reduction~~in ~~Act~~the ~~may~~fiscal ~~have~~year onended ~~our~~March 31, ~~operations~~2026 and ~~Consolidated~~others ~~Financial~~implemented ~~Statements~~ in future periods. We have estimated the accounting for income tax effects of

The OECD has proposed a global minimum tax of 15% of reported profits, referred to as Pillar Two. Many countries have already implemented or are taking steps to implement Pillar Two. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines. Many aspects of Pillar Two are effective for the fiscal year ending March 31, 2025. Pillar Two could result in additional tax liability over the regular corporate tax liability in a particular jurisdiction to the extent tax expense is less than a 15% minimum rate. The impact of Pillar Two was not material to the tax provision for the fiscal year ended March 31, 2025.46

~~Switzerland's~~the ~~Federal~~OBBB, ~~Act~~which onreduced ~~Tax~~our ~~Reform~~estimated ~~and~~U.S. ~~AVH~~cash ~~Financing~~tax ~~("TRAF")~~liability. ~~abolished~~It ~~preferential~~did not, however, impact our U.S. deferred tax ~~regimes~~assets ~~for~~or ~~holding~~liabilities ~~companies,~~since ~~domicile~~we ~~companies,~~continue ~~and~~to ~~mixed~~maintain ~~companies~~a atfull ~~the~~valuation ~~cantonal~~allowance ~~level~~against U.S. ~~The~~net ~~TRAF~~deferred ~~allows~~tax ~~the~~assets. ~~cantons~~We toare ~~establish~~continuing ~~transition~~to ~~rules,~~evaluate the ~~implementation~~impact of ~~which~~OBBB ~~may~~on bethe ~~subject~~Company. toIt ais ~~ruling~~possible ~~from~~that ~~the~~these ~~canton~~changes could have an adverse impact on our effective tax rate, tax payments, financial condition, or results of operations. ~~For~~The new tax law is complex and additional interpretive guidance may be issued that could affect the ~~fiscal~~interpretations ~~year~~and ~~ended~~assumptions ~~March 31~~we have made, as well as actions we may take as a result of OBBB.

45The American Rescue Plan Act of 2021 (the “ARPA”), among other things, includes provisions to expand the IRC Section 162(m) disallowance for deduction of certain compensation paid by publicly held corporations. Effective for tax years starting after December 31, 2026 (April 1, 2027 for the Company), the ARPA expands the limitation to cover the next five most highly compensated employees. The ARPA did not have a material impact on our Consolidated Financial Statements for the fiscal year ended March 31, 2026. We continue to evaluate the potential impact the ARPA may have on our operations and Consolidated Financial Statements in future periods.

~~2024,~~The weInflation ~~recorded~~Reduction Act of 2022 (the “Inflation Reduction Act”) includes a ~~net~~corporate alternative minimum tax ~~expense~~("CAMT") of ~~$29.2~~15% ~~due~~on tothe anadjusted ~~increase~~financial instatement ~~the~~income ~~valuation~~("AFSI") of ~~allowance~~corporations ofwith an average AFSI exceeding $811.30 ~~offset~~billion byover ana ~~increase~~consecutive three-year period. It is possible that the CAMT could result in an additional tax liability over the ~~deferred~~regular federal corporate tax ~~asset~~liability ofin ~~$52~~a particular year based on differences between book and taxable income.1 We do not estimate any tax liability relating to CAMT for the ~~Swiss~~current ~~cantonal~~fiscal ~~basis~~year. ~~step-up,~~We aswill itcontinue isto ~~more-likely-than-not~~evaluate ~~that~~the ~~such~~potential ~~deferred~~impact ~~tax~~the ~~assets~~Inflation ~~would~~Reduction ~~not~~Act bemay ~~realized~~have on our operations and Consolidated Financial Statements in future periods.

AsThe ofOrganization ~~March 31,~~for ~~2025,~~Economic weCo-operation ~~had~~and ~~gross~~Development ~~unrecognized~~("OECD") has proposed a global minimum tax ~~benefits,~~of ~~including~~15% ~~interest~~of ~~and~~reported ~~penalties~~profits, ofreferred ~~$267~~to as Pillar Two.1 Many countries have already implemented or are taking steps to implement Pillar Two. Although the model rules provide a framework for applying the minimum tax, ofcountries ~~which~~may ~~$109~~enact Pillar Two slightly differently than the model rules and on different timelines.5 ~~would~~Pillar ~~affect~~Two ~~our~~could ~~effective~~result in additional tax ~~rate~~liability ifover ~~realized~~the regular corporate tax liability in a particular jurisdiction to the extent tax expense is less than a 15% minimum rate. ~~For~~The impact of Pillar Two was not material to the tax provision for the fiscal year ended March 31, ~~2025~~2026. On January 5, ~~gross~~2026, ~~unrecognized~~the ~~tax~~OECD ~~benefits~~released ~~decreased~~new administrative guidance outlining a “side-by-side” $9arrangement following agreement on key elements by the OECD/G20 Inclusive Framework on Pillar Two.3 It provides new safe harbors for U.S. multinational companies which would exempt U.S.-parented groups from two of the three Pillar Two top up taxes, extend the current Transitional Country-by-Country Reporting Safe Harbor by one year through the end of fiscal year ending March 31, 2028, and make the Simplified Effective Tax Rate Safe Harbor permanent. We will continue to evaluate the impact Pillar Two and any additional guidance may have on our results and operations.

WeNet ~~are~~loss ~~no longer subject to audit for U.S. federal income tax returns for periods prior to our fiscal year ended March 31, 2022~~ and ~~state~~Loss ~~income~~per tax returns for periods prior to the fiscal year ended March 31, 2020. With few exceptions, we are no longer subject to income tax examinations in non-U.S. jurisdictions for years prior to fiscal year ended March 31, 2018. Certain U.S. federal, state and foreign taxing authorities are currently examining our income tax returns for the fiscal years ended March 31, 2016 through March 31, 2023.share

~~Net~~ For the fiscal year ended March 31, 2026, net loss was $298.2, as compared to a net loss of $4,478.9 in the prior year. Basic and diluted loss per share for the fiscal year ended March 31, 2026 was $1.62, as compared to basic and diluted loss per share of $25.58 for the fiscal year ended March 31, 2025. Basic weighted average shares of 183.9 were 8.8 higher as compared to the prior year period basic weighted average shares, primarily due to our May 2025 underwritten public offering of common stock, as well as normal stock compensation activity, including vests, grants, and forfeitures in the prior year being fully outstanding in the current year. See Note 12 - Loss Per Share to our Consolidated Financial Statements for additional information.

For the fiscal year ended March 31, 2025, net loss was $4,478.9, as compared to a net loss of $3,744.2 in the prior year. Basic and diluted loss per share for the fiscal year ended March 31, 2025 was $25.58, as compared to basic and diluted loss per share of $22.01 for the fiscal year ended March 31, 2024. Basic weighted average shares of 175.1 were 5.0 higher as compared to the prior year period basic weighted average shares, primarily due to stock issued as consideration for the acquisition of Gearbox, as well as normal stock compensation activity, including vests as well as grants and forfeitures in the prior year being fully outstanding in the current year. See Note 12 - Loss Per Share to our Consolidated Financial Statements for additional information.

Liquidity and Capital Resources

Our primary cash requirements are to fund (i) the development, manufacturing and marketing of our published products, (ii) working capital, (iii) capital expenditures, (iv) debt and interest payments, (v) tax payments, and (vi) acquisitions. We expect to rely on cash and cash equivalents as well as on short-term investments, funds provided by our operating activities, and our 2022 Credit Agreement to satisfy our working capital needs. Refer to Note 11 - Debt for additional discussion of our outstanding debt obligations.

Short-term Investments

As of March 31, ~~2025~~2026, we had $9443.48 of short-term investments, which primarily consisted of bank time deposits with maturities greater than 90 days. From time to time, we may ~~place~~make additional short-term investments depending on future market conditions and liquidity needs.

Senior Notes

As of March 31, ~~2025~~2026, we had $32,~~650~~500.0 of Senior Notes outstanding.

On March 28, 2026, we repaid our 2026 Notes with a principal amount of $550.0.

On April 14, 2025, we repaid our 2025 Notes with a principal amount of $600.0.

Credit Agreement

As of March 31, ~~2025~~2026, there were no borrowings under the 2022 Credit Agreement, and we had approximately $~~747~~997.87 available for additional borrowings.

Convertible Notes

The 2026 Convertible Notes mature on December 15, 2026, unless earlier converted, redeemed, or repurchased in accordance with their terms, prior to the maturity date. The 2026 Convertible Notes do not bear regular interest, and the principal amount does not accrete. An aggregate principal amount of $29.4 of the 2026 Convertible Notes remained outstanding at March 31, ~~2025~~2026.

Financial Condition

We are subject to credit risks, particularly if any of our receivables represent a limited number of customers or are concentrated in foreign markets. If we are unable to collect our accounts receivable as they become due, it could adversely affect our liquidity and working capital position.

Generally, we have been able to collect our accounts receivable in the ordinary course of business. We do not hold any collateral to secure payment from customers. We have trade credit insurance on the majority of our customers to mitigate accounts receivable risk.

A majority of our trade receivables are derived from sales to major retailers, including digital storefronts and platform partners, and distributors. Our five largest customers accounted for 8180.06%, 7981.80% and 79.68% of net revenue during the fiscal ~~years~~year ended March 31, ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024, respectively. As of March 31, ~~2025~~2026, and ~~2024~~2025, five customers comprised 7269.16% and 6972.91% of our gross accounts receivable, respectively, with our significant customers (those that individually comprised more than 10% of our gross accounts receivable balance) accounting for 6157.07% and 5761.70% of such balance at March 31, ~~2025~~2026, and ~~2024~~2025, respectively. We had three customers who accounted for 2422.07%, 21.30%, and 1514.70% of our gross accounts receivable as of March 31, ~~2025~~2026, and three customers who accounted for 2124.80%, 1821.13%, and 1615.97% of our gross accounts receivable as of March 31, ~~2024~~2025. We did not have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, ~~2025~~2026, and ~~2024~~2025. Based upon performing ongoing credit evaluations, maintaining trade credit insurance on a majority of our customers who sell our physical products, and our past collection experience, we believe that the receivable balances from these largest customers do not represent a significant credit risk, although we actively monitor each customer's creditworthiness and economic conditions that may affect our customers' business and access to capital. We are monitoring the current global economic conditions, including credit markets and other factors as it relates to our customers in order to manage the risk of uncollectible accounts receivable.

We believe that our current cash and cash equivalents, short-term investments, and projected cash flow from operations, along with availability under our 2022 Credit Agreement will provide us with sufficient liquidity to satisfy our cash requirements for working capital, capital expenditures, and commitments on both a short-term and long-term basis.

As of March 31, ~~2025~~2026, the amount of cash and cash equivalents held outside of the U.S. by our foreign subsidiaries was $~~791~~1,359.37. These balances are dispersed across various locations around the world. We believe that such dispersion meets the business and liquidity needs of our foreign affiliates. In addition, we expect to have the ability to generate sufficient cash domestically to support ongoing operations for the foreseeable future.

Our Board of Directors has authorized the repurchase of up to 21.7 shares of our common stock. Under this program, we may purchase shares from time to time through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. Repurchases are subject to the availability of stock, prevailing market conditions, the trading price of the stock, our financial performance and other conditions. The program does not require us to repurchase shares and may be suspended or discontinued at any time for any reason.

During the fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, we did not repurchase shares of our common stock. Asunder ofthe ~~March 31~~program, ~~2025,~~but wein ~~had~~the past have repurchased a total of 11.7 shares of our common stock under the program, and as of March 31, 2026, 10.0 shares of our common stock remained available for repurchase under the share repurchase program.

Our changes in cash flows were as follows:

	Fiscal Year Ended March 31,
	2025		2024		2023
	2026		2025		2024
Net cash (used in) provided by operating activities	$	(45.2)	$	(16.1)	$	1.1
Net cash provided by (used in) operating activities	$	624.3	$	(45.2)	$	(16.1)
Net cash (used in) provided by investing activities	(151.5)		(28.2)		(2,876.3)
Net cash used in investing activities	(649.2)		(151.5)		(28.2)
Net cash provided by (used in) financing activities	~~650~~94.56		~~(91~~650.4)5		~~1,930~~(91.34)
Effects of foreign currency exchange rates on cash, cash equivalents, and restricted cash and cash equivalents	39.42		3.14		~~(15~~3.9)1
Net change in cash, cash equivalents, and restricted cash and cash equivalents	$	~~457~~78.29	$	~~(132~~457.6)2	$	(~~960~~132.86)

At March 31, ~~2025~~2026, we had $1,~~559~~638.21 of Cash, cash equivalents, and restricted cash and cash equivalents, compared to $1,~~102~~559.02 at March 31, ~~2024~~2025. The increase was due to Net cash provided by operating activities, which was primarily due to sales of our products, partially offset by investments in software development and licenses. The increase was also primarily due to Net cash provided by financing activities, primarily related to proceeds from ~~the~~May ~~issuance~~2025 ofunderwritten ~~our~~public ~~2029~~offering ~~Notes~~of ~~and~~common ~~2034~~stock ~~Notes~~ (refer to Note 1112 - ~~Debt~~Loss Per Share), ~~and~~partially offset by the ~~issuance~~repayment of ~~common~~our ~~stock.~~2025 ~~This~~Notes ~~increase~~and ~~was~~2026 ~~partially~~Notes ~~offset by~~ (i)refer ~~Net~~to ~~cash~~Note ~~used~~11 in- ~~investing~~Debt). ~~activities~~This ~~which~~net increase was ~~primarily~~partially ~~due~~offset toby the ~~purchase~~decrease ofin ~~fixed assets and (i)~~ Net cash used in ~~operating~~investing activities, which was primarily due to ~~investments~~the inpurchase ~~software~~of ~~development~~short-term investments and ~~licenses,~~fixed ~~partially offset by sales of our products~~assets.

Commitments

Refer to Note 14 - Commitments and Contingencies to our Consolidated Financial Statements for disclosures regarding our commitments.

Capital Expenditures

In fiscal year ~~2026~~2027, we anticipate capital expenditures to be $~~145~~200.0.

Off-Balance Sheet Arrangements

As of March 31, ~~2025~~2026 and ~~2024~~2025, we did not have any material relationships with unconsolidated entities or financial parties, such as entities often referred to as structured finance or variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

International Operations

Net revenue earned outside of the ~~U.S.~~United States is principally generated by our operations in Europe, Asia, Australia, Canada, and Latin America. For the fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, 3940.58%, 3839.75%, and 3738.27%, respectively, of our net revenue was earned outside the U.S. We are subject to risks inherent in foreign trade, including increased credit risks, tariffs and duties, fluctuations in foreign currency exchange rates, shipping delays and international political, regulatory and economic developments, all of which can have a significant effect on our operating results.

Fluctuations in Quarterly Operating Results and Seasonality

We have experienced fluctuations in quarterly and annual operating results as a result of the timing of the introduction of new titles, variations in sales of titles developed for particular platforms, market acceptance of our titles, development and promotional expenses relating to the introduction of new titles, sequels or enhancements of existing titles, projected and actual changes in platforms, the timing and success of title introductions by our competitors, product returns, changes in pricing policies by us and our competitors, the accuracy of retailers' forecasts of consumer demand, the size and timing of acquisitions, the timing of orders from major customers, and order cancellations and delays in product shipment. Sales of our full game products are also seasonal, with peak demand typically occurring in the fourth calendar quarter during the holiday season. For certain of our software products with multiple performance obligations, we defer the recognition of our net revenue over an estimated service period which generally ranges from ~~six~~five to fifteen months. As a result, the quarter in which we generate the highest Net Bookings may be different from the quarter in which we recognize the highest amount of Net revenue. Quarterly comparisons of operating results are not necessarily indicative of future operating results.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from fluctuations in market rates and prices. Our market risk exposures primarily include fluctuations in interest rates and foreign currency exchange rates.

Interest Rate Risk

Our exposure to fluctuations in interest rates relates primarily to our short-term investment portfolio and variable rate debt under the 2022 Credit Agreement.

We seek to manage our interest rate risk by maintaining a short-term investment portfolio that includes corporate bonds with high credit quality and maturities of less than two years. Since short-term investments mature relatively quickly and can be reinvested at the then-current market rates, interest income on a portfolio consisting of short-term securities is more subject to market fluctuations than a portfolio of longer-term maturities. However, the fair value of a short-term portfolio is less sensitive to market fluctuations than a portfolio of longer-term securities. We do not currently use derivative financial instruments in our short-term investment portfolio. Our investments are held for purposes other than trading.

As of March 31, ~~2025~~2026, we had $9443.48 of short-term investments. We also had $1,~~456~~545.1 5 of cash and cash equivalents that are comprised primarily of money market funds and bank-time deposits. We determined that, based on the composition of our investment portfolio, there was no material interest rate risk exposure to our Consolidated Financial Statements or liquidity as of March 31, ~~2025~~2026.

Historically, fluctuations in interest rates have not had a significant effect on our operating results.

Under our 2022 Credit Agreement, loans will bear interest at ~~our~~a ~~election~~rate of (a) 0.000% to 0.625% above aan ~~certain~~alternate base rate (76.5075% at March 31, ~~2025~~2026) or (b) 1.000% to 1.625% above ~~Secured~~SOFR, ~~Overnight~~approximately ~~Financing~~3.66% ~~Rate~~at March 31, ~~approximately~~2026, 4which rates are determined by the Company's credit rating.~~33%~~ At March 31, 2026, there were no borrowings under our 2022 Credit Agreement.

at March 31, 2025, which are determined by the Company's credit rating. At March 31, 2025, there were no outstanding borrowings under our 2022 Credit Agreement.

Foreign Currency Exchange Rate Risk

We transact business in foreign currencies and are exposed to risks resulting from fluctuations in foreign currency exchange rates. In particular, during the six months ended September 30, 2023, there was a significant devaluation of the Turkish Lira against the U.S. Dollar, which negatively affected our results. It is possible that further devaluations could occur, which would have a negative impact on our results. Accounts relating to foreign operations are translated into U.S. dollars using prevailing exchange rates at the relevant period end. Translation adjustments are included as a separate component of Stockholders' equity on our Consolidated Balance Sheets. For the fiscal years ended March 31, 2025 and 2024, our foreign currency translation adjustment was a gain of $8.2 and a gain of $6.7, respectively. We recognized foreign currency exchange transaction losses of $22.6, $28.6, and $31.8 for the fiscal years ended March 31, 2025, 2024, and 2023, respectively, in Interest and other, net in our Consolidated Statements of Operations.

For the fiscal years ended March 31, 2026 and 2025, our foreign currency translation adjustment was a gain of $29.6 and a gain of $8.2, respectively. The change in foreign currency translation adjustment was primarily driven by the weakening of the U.S. Dollar against the British Pound. We recognized foreign currency exchange transaction losses of $17.4, $22.6, and $28.6 for the fiscal years ended March 31, 2026, 2025, and 2024, respectively, in Interest and other, net in our Consolidated Statements of Operations.

Balance Sheet Hedging Activities

We use foreign currency forward contracts to mitigate foreign currency exchange rate risk associated with non-functional currency denominated cash balances and intercompany funding loans, non-functional currency denominated accounts receivable and non-functional currency denominated accounts payable. These transactions are not designated as hedging instruments and are accounted for as derivatives whereby the fair value of the contracts is reported as either assets or liabilities on our Consolidated Balance Sheets, and gains and losses resulting from changes in the fair value are reported in Interest and other, net, in our Consolidated Statements of Operations. We do not enter into derivative financial contracts for speculative or trading purposes. At March 31, 2025, we had $97.0 of forward contracts outstanding to buy foreign currencies in exchange for U.S. dollars and $299.8 of forward contracts outstanding to sell foreign currencies in exchange for U.S. dollars all of which have maturities of less than one year. At March 31, 2024, we had $72.2 of forward contracts outstanding to buy foreign currencies in exchange for U.S. dollars and $243.0 of forward contracts outstanding to sell foreign currencies in exchange for U.S. dollars all of which have maturities of less than one year. For the fiscal years ended March 31, 2025, 2024 and 2023, we recorded a gain of $5.3, a gain of $5.3, and a loss of $15.1, respectively, related to foreign currency forward contracts in Interest and other, net on our Consolidated Statements of Operations. As of March 31, 2025 and 2024, the fair values of these outstanding forward contracts were immaterial, and were included in Accrued expenses and other current liabilities when in a loss position, or in Prepaid expenses and other when in a gain position. The fair value of these outstanding forward contracts is estimated based on the prevailing exchange rates of the various hedged currencies as of the end of the period.

~~Our~~At ~~hedging~~March 31, ~~programs~~2026, ~~are~~we ~~designed~~had to$349.2 ~~reduce,~~of ~~but~~forward docontracts ~~not~~outstanding ~~entirely~~to ~~eliminate,~~sell ~~the~~foreign ~~effect~~currencies ofin ~~currency~~ exchange ~~rate~~for ~~movements~~U.S. Wedollars ~~believe~~and ~~that~~$140.3 ~~the~~of ~~counterparties~~forward contracts outstanding to ~~these~~buy foreign ~~currency~~currencies ~~forward~~in ~~contracts~~exchange ~~are~~for ~~creditworthy~~U.S. ~~multinational~~dollars, ~~commercial~~all ~~banks~~of ~~and~~which ~~that~~have ~~the~~maturities ~~risk~~ of ~~counterparty~~less ~~nonperformance~~than isone ~~not~~year. ~~material~~At March 31, 2025, we had $299.8 ~~Notwithstanding~~of ~~our~~forward ~~efforts~~contracts outstanding to ~~mitigate~~sell ~~some~~ foreign ~~currency~~currencies in exchange ~~rate~~for ~~risks,~~U.S. ~~there~~dollars ~~can~~and be$97.0 noof ~~assurance~~forward ~~that~~contracts ~~our~~outstanding ~~hedging~~to ~~activities~~buy ~~will~~foreign ~~adequately~~currencies ~~protect~~in usexchange ~~against~~for ~~the~~U.S. ~~risks~~dollars, ~~associated~~all ~~with~~of ~~foreign~~which ~~currency~~had ~~fluctuations~~maturities of less than one year. For the fiscal ~~year~~years ended March 31, ~~2025~~2026, ~~39.5%~~2025 ofand ~~our~~2024, ~~revenue~~we ~~was~~recorded ~~generated~~a ~~outside~~loss ~~the~~of U$5.S.5, ~~Using~~a ~~sensitivity~~gain ~~analysis~~of $5.3, and a ~~hypothetical~~gain ~~10%~~of ~~increase~~$5.3, inrespectively, ~~the~~related ~~value~~to offoreign ~~the~~currency ~~U.S.~~forward ~~dollar~~contracts ~~against~~in ~~all~~Interest ~~currencies~~and ~~would~~other, ~~decrease~~net ~~revenue~~on byour 4Consolidated Statements of Operations.~~0%,~~ ~~while~~As aof ~~hypothetical~~March 31, ~~10%~~2026 ~~decrease~~and inMarch 31, 2025, the fair value of ~~the~~these ~~U.S.~~outstanding ~~dollar~~forward ~~against~~contracts ~~all~~were ~~currencies~~immaterial, ~~would~~and ~~increase~~were ~~revenue~~included byin ~~4.0%.~~Accrued Inexpenses ~~our~~and ~~opinion~~other current liabilities when in a loss position, or in Prepaid expenses and other when in a ~~substantial~~gain ~~portion~~position. The fair value of ~~this~~these ~~fluctuation~~outstanding ~~would~~forward becontracts ~~offset~~is byestimated ~~cost~~based on the prevailing exchange rates of ~~revenue~~the ~~and~~various ~~operating~~hedged ~~expenses~~currencies ~~incurred~~as inof ~~local~~the ~~currency~~end of the period.

Our hedging programs are designed to reduce, but do not entirely eliminate, the effect of currency exchange rate movements. We believe that the counterparties to these foreign currency forward contracts are creditworthy multinational commercial banks and that the risk of counterparty nonperformance is not material. Notwithstanding our efforts to mitigate

some foreign currency exchange rate risks, there can be no assurance that our hedging activities will adequately protect us against the risks associated with foreign currency fluctuations. For the fiscal year ended March 31, 2026, 40.8% of our revenue was generated outside the U.S. Using sensitivity analysis, a hypothetical 10.0% increase in the value of the U.S. dollar against all currencies would decrease revenues by 4.0%, while a hypothetical 10.0% decrease in the value of the U.S. dollar against all currencies would increase revenues by 4.0%. In our opinion, a substantial portion of this fluctuation would be offset by cost of revenue and operating expenses incurred in local currency.

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary data appear in a separate section of this Form 10-K following Part IV. We provide details of our valuation and qualifying accounts in Note 19 - Supplementary Financial Information to our Consolidated Financial Statements. All schedules have been omitted since the information required to be submitted has been included on our Consolidated Financial Statements or notes thereto or has been omitted as not applicable or not required.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Definition and Limitations of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Commission's rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. These limitations include the possibility of human error, the circumvention or overriding of the controls and procedures and reasonable resource constraints. In addition, because we have designed our system of controls based on certain assumptions, which we believe are reasonable, about the likelihood of future events, our system of controls may not achieve its desired purpose under all possible future conditions. Accordingly, our disclosure controls and procedures provide reasonable assurance, but not absolute assurance, of achieving their objectives.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures at March 31, ~~2025~~2026, the end of the period covered by this report. Based on this evaluation, the principal executive officer and principal financial officer concluded that, at March 31, ~~2025~~2026, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported on a timely basis, and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework ("COSO"). Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, ~~2025~~2026.

In accordance with SEC guidance, our management's assessment of the effectiveness of internal control over financial reporting did not include the internal controls of Gearbox, which we acquired in June 2024 and which is included in our March 31, 2025 Consolidated Financial Statements. The acquired business constituted 3.7% of consolidated total assets as of March 31, 2025.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on our internal control over financial reporting, which is included in this Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, ~~2025~~2026, which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On June 11, 2024, we acquired Gearbox. We are currently in the process of incorporating the internal controls and procedures for Gearbox into our internal control over financial reporting for purposes of our assessment of and report on internal control over financial reporting for the fiscal year ending March 31, 2026.51

Item 9B. Other Information

The share numbers in this Item 9B represent the actual number of shares (i.e., not presented in millions).

Securities Trading Plans of Directors and Executive Officers

Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Exchange Act, may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. During the quarter ended March 31, ~~2025~~2026, the following Section 16 officers and directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a "Rule 10b5-1 trading ~~arrangements~~arrangement" (as defined in Item 408 of Regulation S-K of the Exchange Act):

•On ~~March~~February 519, ~~2025~~2026, Ellen Siminoff, a member of our Board of Directors, adopted a new written trading plan. The plan's maximum duration is until ~~June~~July 3031, ~~2026~~2027, and the first trade will not occur until ~~June~~July 41, ~~2025~~2026, at the earliest. The trading plan is intended to permit Ms. Siminoff to sell up to an aggregate of 4,~~954~~000 shares of our common stock.

No•On ~~other~~March ~~Section~~3, 162026, ~~officers~~Daniel ~~or directors~~Emerson, asour ~~defined~~Executive inVice ~~Rule~~President ~~16a-1(f),~~and ~~adopted,~~Chief ~~modified~~Legal Officer, oradopted ~~terminated~~ a ~~“Rule~~new ~~10b5-1~~written trading ~~arrangement”~~plan. orThe aplan's ~~“non-Rule~~maximum ~~10b5-1~~duration ~~trading~~is ~~arrangement~~until December 31,” as2026 ~~defined~~and inthe ~~Item~~first ~~408~~trade ofwill ~~Regulation~~not ~~S-K~~occur until June 8, ~~during~~2026, at the ~~three~~earliest. ~~months~~The ~~ended~~trading ~~March~~plan 31is intended to permit Mr. Emerson to sell up to an aggregate of 42,105 ~~2025~~shares of our common stock.

50No other Section 16 officers or directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended March 31, 2026.

Amendment to 2022 Credit Agreement

On May 19, 2025, the Company, as borrower, entered into that certain Amendment No. 3 (the “Amendment”) to the Company’s 2022 Credit Agreement (as further amended by the Amendment, the “Amended 2022 Credit Agreement”), by and among JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders, JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association as joint lead arrangers and joint bookrunners, and a syndicate of other banks and financial institutions.

The Amendment increases the commitments to the revolving credit facility under the existing 2022 Credit Agreement (the “Revolving Credit Facility") to $1,000,000,000 (up from $750,000,000 under the existing 2022 Credit Agreement), with sublimits for (a) the issuance of letters of credit in an aggregate face amount of up to $100,000,000 and (b) borrowings and letters of credit denominated in Pounds Sterling, Euros and Canadian Dollars in an aggregate face amount of up to $200,000,000. The Amended 2022 Credit Agreement will continue to provide uncommitted incremental capacity permitting the incurrence of up to an additional amount not to exceed the greater of $250,000,000 and 35% of the Company’s Consolidated Adjusted EBITDA (as defined in the Amended 2022 Credit Agreement).

Under the Amendment, the maturity date was extended to May 19, 2030, but retains the extension option permitting the Company, subject to certain requirements, to arrange to extend the revolving credit facility for an additional one-year term which may be exercised no more than two times under the Amended 2022 Credit Agreement.

The Revolving Credit Facility continues to bear interest at the election of the company at a margin of (a) 0.000% to 0.625% above an alternate base rate (defined on the basis of prime rate) or (b) 1.000% to 1.625% above the SOFR Rate, which margins are determined by reference to the Company’s credit rating.

The Amended 2022 Credit Agreement includes a maximum leverage ratio covenant, as well as customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, and dispose of all or substantially all assets, in each case subject to certain exceptions and baskets. In addition, the Amended 2022 Credit Agreement provides for events of default customary for a credit facility of this size and type, including, among others, non-payment of principal and interest when due thereunder, breaches of representations and warranties, noncompliance with covenants, acts of insolvency, cross-defaults to material indebtedness, and material judgment defaults (subject to certain limitations and cure periods).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.41 hereto and is incorporated by reference herein.

Receivables Purchase Agreement

On May 19, 2025, the Company and Zynga Inc., as sellers (the “Sellers”), entered into a Receivables Purchase Agreement (the “Receivable Purchase Agreement”) with Wells Fargo Bank, N.A., as administrative agent and purchaser thereunder (“Wells Fargo”).

The Receivables Purchase Agreement provides for an uncommitted receivables purchase facility in an initial aggregate amount of up to $215,000,000, whereby Wells Fargo may purchase from the Sellers, and the Sellers may sell to Wells Fargo, accounts receivables (“Receivables”) owed by certain debtors to the Sellers on the terms and conditions set forth therein (each purchase and sale, a “Sale of Accounts Receivable”).

Under the Receivables Purchase Agreement, each Sale of Accounts Receivable, is made at a purchase price based on a margin of 0.95% or 0.90% (which margins have been determined in advance for each class of Receivable) above the SOFR Rate.

The purchase price may be adjusted after each Sale of Accounts Receivable, to reflect true up statements or reductions to the net face amount of such Receivables.

The Sale of Accounts Receivable under the Receivable Purchase Agreement shall be made on a “true sale” basis and the Sellers are not responsible for the non-payment of sold Receivables due to the insolvency of the applicable account debtor.

The Receivables Purchase Agreement includes, among other terms and conditions, customary representations and warranties, affirmative and negative covenants, and repurchase events that may be triggered by the breach of certain covenants by the Sellers or misrepresentations made with respect to the Receivables at the time of sale. In addition, on May 19, 2025, the Company executed a performance undertaking whereby it agreed, for the benefit of Wells Fargo, to cause the due and punctual payment and performance by its subsidiary Zynga Inc., of all its obligations as a Seller under the Receivables Purchase Agreement.

The foregoing description of the Receivables Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Receivables Purchase Agreement, a copy of which is attached as Exhibit 10.42 hereto and is incorporated by reference herein.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated herein by reference to the sections entitled "Proposal 1—Election of Directors" and "Executive Compensation—Section 16(a) Beneficial Ownership Reporting Compliance" in our definitive Proxy Statement (the "Proxy Statement") for the Annual Meeting of Stockholders to be held in ~~2025~~2026. We intend to file the Proxy Statement within 120 days after the end of the fiscal year (i.e. on or before July 29, ~~2025~~2026). Our Code of Business Conduct and Ethics applicable to our directors and all employees, including senior financial officers, is available on our website at www.take2games.com. If we make any amendment to our Code of Business Conduct and Ethics that is required to be disclosed pursuant to the Exchange Act, we will make such disclosures on our website.

Item 11. Executive Compensation

The information required by this Item is incorporated herein by reference to the section entitled "Executive Compensation" in our Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated herein by reference to the sections entitled "Voting Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in our Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated herein by reference to the section entitled "Certain Relationships and Related Transactions" in our Proxy Statement.

Item 14. Principal Accounting Fees and Services

The information required by this Item is incorporated herein by reference to the section entitled "Independent Auditor Fee Information" in our Proxy Statement.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)The following documents are filed as part of this Report:

(i)Financial Statements. See Index to Financial Statements on page 6059 of this Report.

(ii)Financial Statement Schedule. See Note 19 - Supplementary Financial Information to our Consolidated Financial Statements.

Index to Exhibits:

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

Filing Date

Exhibit

FiledHerewith

3.1

Restated Certificate of Incorporation

10-K

2/12/2004

3.1

3.1.1

Certificate of Amendment of Restated Certificate of Incorporation, dated April 30, 1998

10-K

2/12/2004

3.1.2

Certificate of Amendment of Restated Certificate of Incorporation, dated November 17, 2003

10-K

2/12/2004

3.1.3

Certificate of Amendment of Restated Certificate of Incorporation, dated April 23, 2009

8-K

4/23/2009

3.1

3.1.4

Certificate of Amendment of Restated Certificate of Incorporation, dated September 21, 2012

8-K

9/24/2012

3.1

3.1.5

Certificate of Amendment of Restated Certificate of Incorporation, dated May 20, 2022

8-K

5/26/2022

3.1

3.2

Certificate of Designation of Series A Preferred Stock, dated March 11, 1998

10-K

2/12/2004

3.1.1

3.3

Certificate of Designation of Series B Preferred Stock, dated March 26, 2008

8-A12B

3/26/2008

4.2

3.4

Take-Two Interactive Software, Inc.'s Fourth Amended and Restated By-Laws, as adopted and effective on January 4, 2023

8-K

1/6/2023

3.1

4.1

Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

10-K

5/22/2024

4.1

4.2

Base Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.

8-K

4/14/2022

4.1

4.3

~~First~~Third Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.

8-K

4/14/2022

4.24

4.4

~~Second~~Fourth Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.

8-K

4/14/2022

4.35

4.5

~~Third~~Fifth Supplemental Indenture, dated as of April 14, ~~2022~~2023, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.

8-K

4/14/~~2022~~2023

4.41

4.6

~~Fourth~~Sixth Supplemental Indenture, dated as of April 14, ~~2022~~2023, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.

8-K

4/14/~~2022~~2023

4.52

4.7

~~Fifth~~Seventh Supplemental Indenture, dated as of ~~April~~June 1412, ~~2023~~2024, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.

8-K

46/1412/~~2023~~2024

4.1

4.8

~~Sixth~~Eighth Supplemental Indenture, dated as of ~~April~~June 1412, ~~2023~~2024, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.

8-K

46/1412/~~2023~~2024

4.2

4.9

~~Seventh~~Form ~~Supplemental Indenture, dated as~~ of ~~June~~Global ~~12,~~Note ~~2024,~~representing ~~between~~3.700% ~~Take-Two~~Senior ~~Interactive~~Notes ~~Software,~~due ~~Inc.~~2027 ~~and~~(included ~~The~~as ~~Bank~~part of ~~New~~Exhibit ~~York Mellon, as Trustee~~4.5)

8-K

64/1214/~~2024~~2022

4.18

4.10

Form of Global Note representing 4.000% Senior Notes due 2032 (included as part of Exhibit 4.6)

8-K

4/14/2022

4.9

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

Filing Date

Exhibit

FiledHerewith

4.10

Eighth Supplemental Indenture, dated as of June 12, 2024, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.

8-K

6/12/2024

4.2

4.11

Form of Global Note representing 5.000% Senior Notes due 2026 (included as part of Exhibit 4.7)

8-K

4/14/2023

4.3

4.11

Form of Global Note representing 3.300% Senior Notes due 2024 (included as part of Exhibit 4.3)

8-K

4/14/2022

4.6

4.12

Form of Global Note representing 4.950% Senior Notes due 2028 (included as part of Exhibit 4.8)

8-K

4/14/2023

4.4

4.12

Form of Global Note representing 3.550% Senior Notes due 2025 (included as part of Exhibit 4.4)

8-K

4/14/2022

4.7

4.13

Form of Global Note representing 5.400% Senior Notes due 2029 (included as part of Exhibit 4.9)

8-K

6/12/2024

4.3

4.13

Form of Global Note representing 3.700% Senior Notes due 2027 (included as part of Exhibit 4.5)

8-K

4/14/2022

4.8

4.14

Form of Global Note representing 5.600% Senior Notes due 2034 (included as part of Exhibit 4.10)

8-K

6/12/2024

4.4

4.14

Form of Global Note representing 4.000% Senior Notes due 2032 (included as part of Exhibit 4.6)

8-K

4/14/2022

4.9

4.15

First Supplemental Indenture, dated May 23, 2022, by and among Zynga Inc., Zebra MS II, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.

8-K

5/26/2022

4.2

4.15

Form of Global Note representing 5.000% Senior Notes due 2026 (included as part of Exhibit 4.7)

8-K

4/14/2023

4.3

4.16

Form of Indenture to be entered into between the Company and The Bank of New York Mellon

S-3 ASR

2/7/2025

4.1(B)

4.16

Form of Global Note representing 4.950% Senior Notes due 2028 (included as part of Exhibit 4.8)

8-K

4/14/2023

4.4

4.17

Form of Global Note representing 5.400% Senior Notes due 2029 (included as part of Exhibit 4.9)

8-K

6/12/2024

4.3

4.18

Form of Global Note representing 5.600% Senior Notes due 2034 (included as part of Exhibit 4.10)

8-K

6/12/2024

4.4

4.19

8-K

5/26/2022

4.1

4.20

8-K

5/26/2022

4.2

4.21

Form of Indenture to be entered into between the Company and The Bank of New York Mellon

S-3 ASR

2/7/2025

4.1(B)

10.1

Take-Two Interactive Software, Inc. Change in Control Employee Severance Plan+

8-K

3/7/2008

10.1

10.2

Amended and Restated Take-Two Interactive Software, Inc. ~~2009~~2017 Stock Incentive Plan~~, effective as of July 21, 2016~~+

14A

7/28/~~2016~~2025

Annex AB

10.3

~~Form~~Amendment ofNo. ~~Employee~~1 ~~Restricted~~to the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock ~~Agreement~~Incentive Plan+

10S-Q8

69/54/~~2009~~2020

1099.2

10.4

~~Form~~Amendment ofto ~~Non~~the Amended and Restated Take-~~Employee~~Two ~~Director~~Interactive ~~Restricted~~Software, Inc. 2017 Stock ~~Agreement~~Incentive Plan+

10S-Q8

6/53/~~2009~~2022

1099.32

10.5

~~Form~~Take-Two ofInteractive ~~Employee~~Software, ~~Restricted~~Inc. ~~Unit~~2017 ~~Agreement~~Stock Incentive Plan Qualified RSU Sub-Plan for France, effective as of September 15, 2017+

~~10-Q~~14A

87/127/~~2012~~2017

~~10.1~~Annex C

10.6

~~Form~~Take-Two ofInteractive Software, Inc. 2017 Second Amended and Restated Global Employee ~~Restricted~~Stock ~~Unit~~Purchase ~~Agreement~~Plan, effective as of March 28, 2019+

10-QK

105/3014/~~2013~~2019

10.113

10.7

Form of ~~Employee~~ Global Restricted Stock Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+**

~~10-Q~~

~~10/30/2013~~

~~10.2~~

10.8

Form of ~~Employee~~Global Restricted Stock Performance Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (TSR)+**

~~10-Q~~

~~10/30/2013~~

~~10.3~~

10.9

Form of ~~Employee~~ Global Restricted Stock Performance Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (RCS)+**

~~10-Q~~

~~10/30/2013~~

~~10.4~~

10.10

Form of Non-Employee ~~Global~~Director Restricted ~~Unit~~Stock Agreement Pursuant to the Take-Two Interactive Software, Inc. ~~2009~~2017 Stock Incentive Plan+

10-Q

1011/308/~~2013~~2017

10.56

10.11

~~Amended~~Form ~~and~~of ~~Restated~~Non-Employee Director Stock Grant Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+

~~14A~~10-Q

711/278/~~2023~~2017

~~Annex B~~10.7

10.12

~~Amendment No. 1 to the Amended and Restated~~ Take-Two Interactive Software, Inc. ~~2017~~Deferred ~~Stock~~Compensation ~~Incentive~~ Plan+

S-8-K

9/45/~~2020~~2025

9910.21

10.13

~~Amendment to the Amended and Restated~~ Take-Two Interactive Software, Inc. ~~2017~~Deferred ~~Stock~~Compensation ~~Incentive~~ Plan Adoption Agreement+

S-8-K

69/35/~~2022~~2025

9910.2

10.14

~~Take-Two~~Employment ~~Interactive Software~~Agreement, ~~Inc.~~dated ~~2017~~May ~~Stock~~12, ~~Incentive Plan Qualified RSU Sub-Plan for France~~2010, ~~effective~~between asthe ofCompany ~~September~~and ~~15,~~Lainie ~~2017~~Goldstein+

~~14A~~8-K

75/2714/~~2017~~2010

~~Annex C~~10.1

10.15

First Amendment to Employment Agreement, dated October 25, 2010, between the Company and Lainie Goldstein+

8-K

10/25/2010

10.1

10.16

Second Amendment to Employment Agreement, dated August 27, 2012, between the Company and Lainie Goldstein+

10-Q

10/31/2012

10.6

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

Filing Date

Exhibit

FiledHerewith

10.15

Take-Two Interactive Software, Inc. 2017 Second Amended and Restated Global Employee Stock Purchase Plan, effective as of March 28, 2019+

10-K

5/14/2019

10.13

10.17

Third Amendment to Employment Agreement dated May 7, 2018, between the Company and Lainie Goldstein+

10-Q

8/3/2018

10.2

10.16

Form of Global Restricted Stock Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+

10-Q

11/8/2017

10.4

10.18

Employment Agreement, dated February 14, 2008, by and between the Company and Karl Slatoff+

8-K

2/15/2008

10.3

10.17

Form of Global Restricted Stock Performance Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+

10-Q

11/8/2017

10.5

10.19

Employment Agreement dated January 28, 2015 between the Company and Daniel Emerson+

10-Q

2/6/2015

10.1

10.18

Form of Non-Employee Director Restricted Stock Agreement Pursuant to the Take-Two Interactive Software Inc. 2017 Stock Incentive Plan+

10-Q

11/8/2017

10.6

10.20

Management Agreement, dated as of November 17, 2017, by and between the Company and ZelnickMedia Corporation+

8-K

11/22/2017

10.1

10.19

Form of Non-Employee Director Stock Grant Agreement Pursuant to the Take-Two Interactive Software Inc. 2017 Stock Incentive Plan+

10-Q

11/8/2017

10.7

10.21

Restricted Unit Agreement, dated as of April 13, 2018, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+

S-3 ASR

4/13/2018

10.2

10.20

Employment Agreement, dated May 12, 2010, between the Company and Lainie Goldstein+

8-K

5/14/2010

10.1

10.22

Restricted Unit Agreement, dated as of April 15, 2019, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+

S-3 ASR

4/15/2019

10.2

10.21

First Amendment to Employment Agreement, dated October 25, 2010, between the Company and Lainie Goldstein+

8-K

10/25/2010

10.1

10.23

Restricted Unit Agreement dated as of April 13, 2020, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+

S-3 ASR

4/13/2020

10.2

10.22

Second Amendment to Employment Agreement, dated August 27, 2012, between the Company and Lainie Goldstein+

10-Q

10/31/2012

10.6

10.24

Restricted Unit Agreement dated as of April 13, 2021, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+

S-3 ASR

4/13/2021

10.2

10.23

Third Amendment to Employment Agreement dated May 7, 2018, between the Company and Lainie Goldstein+

10-Q

8/3/2018

10.2

10.25

Restricted Unit Agreement dated as of April 13, 2022, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+

S-3 ASR

4/13/2022

10.2

10.24

Employment Agreement, dated February 14, 2008, by and between the Company and Karl Slatoff+

8-K

2/15/2008

10.3

10.26

Management Agreement, dated as of May 3, 2022, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation

8-K

5/5/2022

10.1

10.25

Employment Agreement dated January 28, 2015 between the Company and Daniel Emerson+

10-Q

2/6/2015

10.1

10.27

Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+

10-Q

8/9/2023

10.3

10.26

Management Agreement, dated as of November 17, 2017, by and between the Company and ZelnickMedia Corporation+

8-K

11/22/2017

10.1

10.28

Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+

10-Q

8/9/2023

10.4

10.27

Restricted Unit Agreement, dated as of April 13, 2018, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+

S-3 ASR

4/13/2018

10.2

10.29

Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+

10-Q

8/9/2023

10.5

10.28

Restricted Unit Agreement, dated as of April 15, 2019, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+

S-3 ASR

4/15/2019

10.2

10.30

Restricted Unit Agreement dated as of June 1, 2023, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+

S-3 ASR

6/1/2023

10.2

10.29

Restricted Unit Agreement dated as of April 13, 2020, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+

S-3 ASR

4/13/2020

10.2

10.31

Restricted Unit Agreement dated as of June 3, 2024, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+

S-3 ASR

6/3/2024

10.2

10.30

Restricted Unit Agreement dated as of April 13, 2021, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+

S-3 ASR

4/13/2021

10.2

10.32

Restricted Unit Agreement dated as of June 2, 2025, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+

S-3 ASR

6/2/2025

10.2

10.31

Restricted Unit Agreement dated as of April 13, 2022, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+

S-3 ASR

4/13/2022

10.2

10.33

Credit Agreement, dated as of May 23, 2022, by and among Take-Two Interactive Software, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, BOFA Securities, Inc. and BNP Paribas

8-K

5/26/2022

10.1

10.32

Management Agreement, dated as of May 3, 2022, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation

8-K

5/5/2022

10.1

10.34

Amendment No. 1 to Credit Agreement, dated as of May 14, 2024, by and among Take-Two Interactive Software, Inc., and JPMorgan Chase Bank, N.A.

10-K

5/22/2024

10.38

10.33

Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+

10-Q

8/9/2023

10.3

10.35

Amendment No. 2 to Credit Agreement, dated as of June 6, 2024, by and among Take-Two Interactive Software, Inc., and JPMorgan Chase Bank, N.A.

10-Q

8/9/2024

10.3

10.34

Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+

10-Q

8/9/2023

10.4

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

Filing Date

Exhibit

FiledHerewith

10.35

Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+

10-Q

8/9/2023

10.5

10.36

Amendment No. 3 to Credit Agreement, dated as of May 19, 2025, by and among Take-Two Interactive Software, Inc. and JPMorgan Chase Bank, N.A.

10-K

5/20/2025

10.41

10.36

Restricted Unit Agreement dated as of June 1, 2023, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+

S-3 ASR

6/1/2023

10.2

10.37

Receivables Purchase Agreement, dated as of May 19, 2025, by and among Take-Two Interactive Software, Inc., Zynga Inc., and Wells Fargo Bank, N.A.**

10-K

5/20/2025

10.42

10.37

Restricted Unit Agreement dated as of June 3, 2024, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+

S-3 ASR

6/3/2024

10.2

10.38

Xbox 360 Publisher License Agreement dated November 17, 2005, between Microsoft Licensing, GP and the Company*

10-Q

11/8/2011

10.3

10.38

Credit Agreement, dated as of May 23, 2022, by and among Take-Two Interactive Software, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, BOFA Securities, Inc. and BNP Paribas

8-K

5/26/2022

10.1

10.39

Amendment to Xbox 360 Publisher License Agreement, dated December 4, 2008, between Microsoft Licensing, GP and the Company*

10-Q

6/5/2009

10.1

10.39

Amendment No. 1 to Credit Agreement, dated as of May 14, 2024, by and among Take-Two Interactive Software, Inc., and JPMorgan Chase Bank, N.A.

10-K

5/22/2024

10.38

10.40

Amendment to the Xbox 360 Publisher License Agreement, dated November 22, 2011, between the Company and Microsoft Licensing, GP*

10-Q

2/3/2012

10.1

10.40

Amendment No. 2 to Credit Agreement, dated as of June 6, 2024, by and among Take-Two Interactive Software, Inc., and JPMorgan Chase Bank, N.A.

10-Q

8/9/2024

10.3

10.41

Amendment to the Xbox 360 Publisher License Agreement, dated December 11, 2012, between the Company and Microsoft Licensing, GP*

10-Q

2/6/2013

10.2

10.41

Amendment No. 3 to Credit Agreement, dated as of May 19, 2025, by and among Take-Two Interactive Software, Inc. and JPMorgan Chase Bank, N.A.

10.42

Amendment to the Xbox 360 Publisher License Agreement, dated November 13, 2013, between the Company and Microsoft Licensing, GP*

10-Q

2/4/2014

10.2

10.42

Receivables Purchase Agreement, dated as of May 19, 2025, by and among Take-Two Interactive Software, Inc., Zynga Inc., and Wells Fargo Bank, N.A.**

10.43

Amendment to the Xbox 360 Publisher License Agreement, dated September 30, 2014, between Microsoft Corporation and the Company*

10-Q

10/30/2014

10.1

10.43

Xbox 360 Publisher License Agreement dated November 17, 2005, between Microsoft Licensing, GP and the Company*

10-Q

11/8/2011

10.3

10.44

Amendment to the Xbox 360 Publisher License Agreement, signed on December 5, 2017, between Microsoft Corporation and the Company*

10-Q

2/8/2018

10.2

10.44

Amendment to Xbox 360 Publisher License Agreement, dated December 4, 2008, between Microsoft Licensing, GP and the Company*

10-Q

6/5/2009

10.1

10.45

Xbox Console Publisher License Agreement, dated as of July 1, 2020, by and between Take-Two Interactive Software, Inc. and Microsoft Corporation**

10-Q

11/6/2020

10.1

10.45

Amendment to the Xbox 360 Publisher License Agreement, dated November 22, 2011, between the Company and Microsoft Licensing, GP*

10-Q

2/3/2012

10.1

10.46

PlayStation Global Developer and Publisher Agreement, dated as of March 23, 2017, between the Company and certain of its affiliates and Sony Interactive Entertainment, Inc., Sony Interactive Entertainment America LLC, and Sony Interactive Entertainment Europe Ltd.*

10-K

5/24/2017

10.48

10.46

Amendment to the Xbox 360 Publisher License Agreement, dated December 11, 2012, between the Company and Microsoft Licensing, GP*

10-Q

2/6/2013

10.2

10.47

PlayStation 5 Amendment to PlayStation Global Developer and Publisher Agreement, effective as of May 1, 2020 and signed on September 30, 2020, between Take-Two Interactive Software, Inc. and certain of its affiliates and Sony Interactive Entertainment, Inc., Sony Interactive Entertainment America LLC, and Sony Interactive Entertainment Europe Ltd.**

10-Q

11/6/2020

10.4

10.47

Amendment to the Xbox 360 Publisher License Agreement, dated November 13, 2013, between the Company and Microsoft Licensing, GP*

10-Q

2/4/2014

10.2

10.48

Lease Agreement, dated as of December 12, 2016, by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties II LLC for a premises with entrances at 1133 Avenue of the Americas and 110 West 44th Street, New York, New York 10036

10-Q

2/8/2017

10.1

10.48

Amendment to the Xbox 360 Publisher License Agreement, dated September 30, 2014, between Microsoft Corporation and the Company*

10-Q

10/30/2014

10.1

10.49

First Amendment to Lease, dated as of July 25, 2018 by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties II LLC

10-Q

11/8/2018

10.1

10.49

Amendment to the Xbox 360 Publisher License Agreement, signed on December 5, 2017, between Microsoft Corporation and the Company*

10-Q

2/8/2018

10.2

10.50

Second Amendment to Lease, dated as of August 31, 2021 by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties III LLC

10-Q

11/4/2021

10.1

10.50

Xbox Console Publisher License Agreement, dated as of July 1, 2020, by and between Take-Two Interactive Software, Inc. and Microsoft Corporation**

10-Q

11/6/2020

10.1

10.51

Third Amendment to Lease, dated as of December 22, 2025, by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties III LLC

10-Q

2/4/2026

10.1

10.51

10-K

5/24/2017

10.48

19.1

Take-Two Interactive Software, Inc. Securities Trading Policy

10-K

5/22/2024

19.1

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

Filing Date

Exhibit

FiledHerewith

10.52

10-Q

11/6/2020

10.4

10.53

10-Q

2/8/2017

10.1

10.53

First Amendment to Lease, dated as of July 25, 2018 by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties II LLC

10-Q

11/8/2018

10.1

10.54

Second Amendment to Lease, dated as of August 31, 2021 by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties III LLC

10-Q

11/4/2021

10.1

19.1

Take-Two Interactive Software, Inc. Securities Trading Policy

10-K

5/22/2024

19.1

21.1

Subsidiaries of the Company

23.1

Consent of Ernst & Young LLP

31.1

Chief Executive Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Chief Financial Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1

Take-Two Interactive Software, Inc. Policy for the Recovery of Erroneously Awarded Compensation

10-K

5/22/2024

97.1

101.INS

The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Calculation Linkbase Document

101.LAB

XBRL Taxonomy Label Linkbase Document

101.PRE

XBRL Taxonomy Presentation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_______________________________________________________________________________

† Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the U.S. Securities and Exchange Commission upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

+ Represents a management contract or compensatory plan or arrangement.

*Portions thereof were omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment that was granted in accordance with Exchange Act Rule 24b-2.

** Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, ~~2025~~2026 and ~~2024~~2025, (ii) Consolidated Statements of Operations for the fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, (iii) Consolidated Statements of Comprehensive Loss for the fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, (iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, (v) Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, and (vi) Notes to the Consolidated Financial Statements.

Item 16. Form 10-K Summary

Not applicable.

5958

TAKE-TWO INTERACTIVE SOFTWARE, INC.

FISCAL YEAR ENDED MARCH 31, ~~2025~~2026

INDEX TO FINANCIAL STATEMENTS

			Page
Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP, New York, New York, PCAOB ID 42)			6160
Consolidated Balance Sheets—At March 31, 2025 and 2024			65
Consolidated Balance Sheets—At March 31, 2026 and 2025			63
Consolidated Statements of Operations—For the fiscal years ended March 31, 2025, 2024, and 2023			66
Consolidated Statements of Operations—For the fiscal years ended March 31, 2026, 2025, and 2024			64
Consolidated Statements of Comprehensive Loss—For the fiscal years ended March 31, 2025, 2024, and 2023			67
Consolidated Statements of Comprehensive Loss—For the fiscal years ended March 31, 2026, 2025, and 2024			65
Consolidated Statements of Cash Flows—For the fiscal years ended March 31, 2025, 2024, and 2023			68
Consolidated Statements of Cash Flows—For the fiscal years ended March 31, 2026, 2025, and 2024			66
Consolidated Statements of Stockholders' Equity—For the fiscal years ended March 31, 2025, 2024, and 2023			69
Consolidated Statements of Stockholders' Equity—For the fiscal years ended March 31, 2026, 2025, and 2024			67
Notes to the Consolidated Financial Statements			7068

(All other items in this report are inapplicable)

6059

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Take-Two Interactive Software, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Take-Two Interactive Software, Inc. (the Company) as of March 31, ~~2025~~2026 and ~~2024~~2025, the related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity for each of the three years in the period ended March 31, ~~2025~~2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, ~~2025~~2026 and ~~2024~~2025, and the results of its operations and its cash flows for each of the three years in the period ended March 31, ~~2025~~2026, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, ~~2025~~2026, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 2021, ~~2025~~2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matters~~Matter

The critical audit ~~matters~~matter communicated below ~~are~~is ~~matters~~a matter arising from the current period audit of the financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that: (1) ~~relate~~relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit ~~matters~~matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they~~it ~~relate~~relates.

6160

			Impairment of intangible assets that are subject to amortization
			Goodwill Impairment Assessment
Description of the Matter			AsAt of March 31, ~~2025~~2026, the Company's ~~intangible~~goodwill ~~assets~~balance ~~that~~was ~~are subject to amortization included developed game technology and branding and trade names of~~ $1,~~842~~061.49 million ~~and~~on ~~$255.5~~its ~~million,~~consolidated ~~respectively~~balance sheet. As disclosed in Note 1 to the consolidated financial statements, ~~intangible~~goodwill ~~assets~~is ~~that are subject to amortization are~~ tested for impairment ~~whenever~~annually, ~~events~~ or ~~changes~~more infrequently if events and circumstances indicate ~~that~~ the ~~related~~fair ~~carrying~~value ~~amount~~ of ana ~~asset~~reporting orunit ~~asset group~~ may ~~not~~ be ~~recoverable.~~below ~~The~~its carrying amount ~~of the asset is compared to the estimated undiscounted future cash flows that are expected to result from the use of the asset~~. AsIf ~~disclosed in Note 9 to~~ the ~~consolidated~~carrying ~~financial~~value ~~statements,~~exceeds ~~during~~ the ~~fiscal~~fair ~~year ended March 31~~value, ~~2025,~~an ~~the Company recorded~~ impairment ~~charges~~charge ofis ~~$137.0~~recognized ~~million~~equal ~~related~~ to ~~certain of its developed game technology intangible assets and $39.3 million related to certain of its branding and trade names intangible assets. Auditing~~ the ~~Company’s~~difference ~~impairment~~between ~~tests was complex due to~~ the ~~significant~~carrying ~~management judgment and estimation uncertainty in determining the fair~~ value of ~~certain intangible assets that were tested for impairment. The significant assumptions used to estimate~~ the ~~value~~reporting ofunit ~~the intangible assets included forecasted revenue, EBITDA margins,~~ and ~~royalty~~its ~~rate.~~fair ~~These significant assumptions were forward-looking and could be affected by future company-specific, economic and market conditions~~value.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of ~~the Company’s~~ controls over ~~its process to determine~~ the ~~fair~~Company's ~~value~~goodwill ofimpairment ~~intangible~~evaluation ~~assets~~process.Our ~~that~~audit ~~are~~procedures ~~subject~~ to ~~amortization~~test ~~being measured for impairment. For example, we tested controls over~~ management’'s ~~review of the significant assumptions used to estimate the fair value of the developed game technology intangible assets that were tested for~~ impairment~~.To~~ ~~test~~evaluation ~~the estimated fair value~~ of ~~the~~a ~~developed~~certain ~~game~~reporting ~~technology~~unit ~~and branding and trade names intangible assets that were impaired, our audit procedures~~ included, among others, ~~evaluating~~assessing the valuation ~~methodology used~~methodologies, ~~evaluating the significant assumptions described above~~ and ~~testing~~evaluating the ~~completeness~~impact ~~and accuracy~~ of ~~the~~changes ~~underlying data used by the Company~~ in ~~its~~selected ~~analyses~~assumptions. ~~For~~We ~~example, we evaluated the Company’s forecasted revenue and EBITDA margins by considering historical results and current industry and economic trends. In addition, we~~ involved our internal valuation specialists to assist in ~~testing~~evaluating the ~~methodology~~valuation ~~and~~methodologies ~~certain significant assumptions~~ used to ~~value~~calculate the ~~branding~~estimated ~~and~~fair ~~trade~~value ~~names~~of ~~intangible assets that were tested for impairment. We also performed~~ a ~~sensitivity analysis on~~ certain ofreporting ~~the significant assumptions to evaluate the change in the fair value estimates that would result from changes in assumptions~~unit.
			Impairment of goodwill for a certain reporting unit
Description of the Matter			As of March 31, 2025, the Company’s goodwill balance was $1,057.3 million. As disclosed in Note 1 to the consolidated financial statements, goodwill is tested for impairment annually, or more frequently if events and circumstances indicate the fair value of a reporting unit may be below its carrying amount. If the carrying value exceeds the fair value, an impairment charge is recognized equal to the difference between the carrying value of the reporting unit and its fair value. As disclosed in Note 9 to the consolidated financial statements, during the fiscal year ended March 31, 2025, the Company recorded impairment charges of $3,545.2 million, representing a partial impairment related to a certain reporting unit.Auditing the Company’s impairment test was complex due to the significant management judgment and estimation uncertainty involved in determining the fair value of the reporting unit that was quantitatively tested for impairment. The significant assumptions used to estimate the value of the reporting unit included forecasted revenue, EBITDA margins, and discount rate. These significant assumptions are forward-looking and could be affected by future company-specific, economic and market conditions.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its process to determine the fair value of the reporting unit that was impaired. For example, we tested controls over management’s review of the significant assumptions used to estimate the fair value of the reporting unit that was impaired.To test the estimated fair value of the reporting unit that was impaired, our audit procedures included, among others, evaluating the valuation methodologies used, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used by the Company in its analyses. For example, we evaluated the Company’s forecasted revenue and EBITDA margins by considering historical results and current industry and economic trends. In addition, we involved our internal valuation specialists to assist in testing the methodologies and certain significant assumptions used to value the reporting unit that was impaired. We performed a sensitivity analysis on certain of the significant assumptions to evaluate the change in the fair value estimate that would result from changes in assumptions.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2006.

New York, New York

May 2021, ~~2025~~2026

6361

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Take-Two Interactive Software, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Take-Two Interactive Software, Inc.’s internal control over financial reporting as of March 31, ~~2025~~2026, based on criteria established in Internal Control—-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Take-Two Interactive Software, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, ~~2025~~2026, based on the COSO criteria.

AsWe ~~indicated~~also inhave ~~the~~audited, ~~accompanying~~in ~~Management’s~~accordance ~~Report~~with onthe ~~Internal~~standards ~~Control~~of ~~Over~~the ~~Financial~~Public ~~Reporting,~~Company ~~management’s~~Accounting ~~assessment~~Oversight ofBoard ~~and~~(United ~~conclusion~~States) on(PCAOB), the ~~effectiveness~~consolidated ofbalance ~~internal~~sheets ~~control~~of ~~over financial reporting did not include~~ the ~~internal~~Company ~~controls~~as of ~~Gearbox~~March 31, ~~which~~2026 isand ~~included~~2025, in the ~~2025~~related consolidated ~~financial~~ statements of ~~the~~operations, ~~Company~~comprehensive ~~and~~loss, ~~constituted~~cash ~~3.7%~~flows ofand ~~total~~stockholders’ ~~assets~~equity asfor ofeach ~~March 31, 2025 and 0.4%~~ of ~~net~~the ~~revenue~~three ~~for~~years in the ~~year~~period ~~then~~ ended. ~~Our~~March ~~audit~~31, of2026, ~~internal~~and ~~control~~the ~~over~~related ~~financial~~notes ~~reporting~~and ofour ~~the~~report ~~Company~~dated ~~also~~May ~~did~~21, ~~not~~2026 ~~include~~expressed an ~~evaluation~~unqualified ofopinion ~~the internal control over financial reporting of Gearbox~~thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity for each of the three years in the period ended March 31, 2025, and the related notes and our report dated May 20, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

New York, New York

May 2021, ~~2025~~2026

6462

TAKE-TWO INTERACTIVE SOFTWARE, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except per share amounts)

March 31,

2025

2024

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

1,~~456~~545.15

~~754~~1,456.01

Short-term investments

9443.48

229.04

Restricted cash and cash equivalents

1413.92

~~252~~14.19

Accounts receivable, net of allowances of $1.6 and $1.2 at March 31, 2025 and 2024, respectively

771.1

679.7

Accounts receivable, net of allowances of $0.9 and $1.6 at March 31, 2026 and 2025, respectively

737.0

771.1

Software development costs and licenses

8068.8

8880.38

Contract assets

8089.87

8580.08

Prepaid expenses and other

~~402~~301.85

~~378~~402.68

Total current assets

23,~~815~~199.95

2,~~259~~815.79

Fixed assets, net

~~443~~445.84

~~411~~443.18

Right-of-use assets

~~326~~334.16

~~325~~326.71

Software development costs and licenses, net of current portion

12,~~892~~277.65

1,~~446~~892.56

Goodwill

1,~~057~~061.39

41,~~426~~057.43

Other intangibles, net

21,~~336~~653.02

32,~~060~~336.60

Long-term restricted cash and cash equivalents

8879.24

9588.92

Other assets

~~220~~331.87

~~191~~220.08

Total assets

9,~~180~~383.72

129,~~216~~180.97

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

~~194~~211.70

~~195~~194.97

Accrued expenses and other current liabilities

1,~~127~~117.68

1,~~062~~127.6

Deferred revenue

1,~~083~~159.59

1,~~059~~083.5

Lease liabilities

6170.51

6361.85

Short-term debt, net

~~1,148~~30.50

241,148.65

Total current liabilities

32,~~615~~588.8

23,~~406~~615.48

Long-term debt, net

2,~~512~~488.60

32,~~058~~512.36

Non-current deferred revenue

2529.47

4225.94

Non-current lease liabilities

~~383~~370.32

~~387~~383.3

Non-current software development royalties

9384.65

~~102~~93.16

Deferred tax liabilities, net

~~259~~182.63

~~340~~259.96

Other long-term liabilities

~~152~~128.78

~~211~~152.17

Total liabilities

75,~~043~~872.03

67,~~549~~043.0

Commitments and contingencies (See Note 14)

Stockholders' equity:

Preferred stock, $0.01 par value, 5.0 shares authorized: no shares issued and outstanding at March 31, 2025 and 2024

—

Preferred stock, $0.01 par value, 5.0 shares authorized: no shares issued and outstanding at March 31, 2026 and 2025

—

Common stock, $0.01 par value, 300.0 and 300.0 shares authorized; 200.8 and 194.5 shares issued and 177.1 and 170.8 outstanding at March 31, 2025 and 2024, respectively

2.0

1.9

Common stock, $0.01 par value, 300.0 and 300.0 shares authorized; 209.1 and 200.8 shares issued and 185.4 and 177.1 outstanding at March 31, 2026 and 2025, respectively

2.1

2.0

Additional paid-in capital

1011,~~312~~953.07

910,~~371~~312.60

Treasury stock, at cost; 23.7 and 23.7 common shares at March 31, 2025 and 2024, respectively

(1,020.6)

Treasury stock, at cost; 23.7 and 23.7 common shares at March 31, 2026 and 2025, respectively

(1,020.6)

(Accumulated Deficit) / Retained earnings

(7,058.8)

(2,579.9)

Accumulated deficit

(7,357.0)

(7,058.8)

Accumulated other comprehensive loss

(9667.93)

(~~105~~96.19)

Total stockholders' equity

23,~~137~~510.79

52,~~667~~137.97

Total liabilities and stockholders' equity

9,~~180~~383.72

129,~~216~~180.97

See accompanying Notes.

6563

TAKE-TWO INTERACTIVE SOFTWARE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share amounts)

	Fiscal Year Ended March 31,
	2025		2024		2023
	2026		2025		2024
Net revenue:
Game	$	56,~~167~~162.51	$	45,~~693~~167.5	$	4,~~735~~693.65
Advertising	~~466~~494.13		~~656~~466.1		~~614~~656.31
Total net revenue	56,~~633~~656.64		5,~~349~~633.6		5,349.96
Cost of revenue	2,~~571~~846.47		32,~~107~~571.84		3,~~064~~107.68
Gross profit	3,~~062~~809.27		23,~~241~~062.82		2,~~285~~241.38
Selling and marketing	1,~~683~~770.78		1,~~550~~683.27		1,~~586~~550.52
Research and development	1,~~005~~074.26		~~948~~1,005.2		~~887~~948.62
General and administrative	~~883~~874.34		~~716~~883.13		~~839~~716.51
Depreciation and amortization	~~229~~198.45		~~171~~229.24		~~122~~171.32
Goodwill impairment	~~3,545.2~~—		23,~~342~~545.12		—2,342.1
Business reorganization	~~106~~(4.54)		~~104~~106.65		14104.6
Total operating expenses	73,~~453~~913.39		57,~~832~~453.43		35,~~450~~832.54
Loss from operations	(4,391.1)		(3,590.6)		(1,165.2)
Income (loss) from operations	(104.2)		(4,391.1)		(3,590.6)
Interest and other, net	(93.36)		(~~103~~100.62)		(~~141~~112.92)
Loss on fair value adjustments, net	(6.9)		(8.6)		(31.0)
Loss before income taxes	(197.8)		(4,491.3)		(3,702.8)
Loss before income taxes	(4,491.3)		(3,702.8)		(1,338.1)
Provision for (benefit from) income taxes	100.4		(12.4)		41.4
(Benefit from) provision for income taxes	(12.4)		41.4		(213.4)
Net loss	$	(298.2)	$	(4,478.9)	$	(3,744.2)
Net loss	$	(4,478.9)	$	(3,744.2)	$	(1,124.7)
Loss per share:
Basic and diluted loss per share	$	(251.5862)	$	(2225.0158)	$	(722.0301)

See accompanying Notes.

6664

TAKE-TWO INTERACTIVE SOFTWARE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in millions)

	March 31,
	2025		2024		2023
	2026		2025		2024
Net loss	$	(~~4,478~~298.92)	$	(34,~~744~~478.29)	$	(13,~~124~~744.72)
Other comprehensive income (loss)
Other comprehensive income
Foreign currency translation adjustment	829.26		68.72		~~(58~~6.9)7
Change in fair value of available-for-sale securities	—		1.5		2.9
Change in fair value of available for sale securities	—		—		1.5
Other comprehensive income (loss)	8.2		8.2		(56.0)
Other comprehensive income	29.6		8.2		8.2
Comprehensive loss	$	(~~4,470~~268.76)	$	(34,~~736~~470.07)	$	(13,~~180~~736.70)

See accompanying Notes.

6765

TAKE-TWO INTERACTIVE SOFTWARE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Fiscal Year Ended March 31,
	2025		2024		2023
	2026		2025		2024
Operating activities:
Net loss	$	(~~4,478~~298.92)	$	(34,~~744~~478.29)	$	(13,~~124~~744.72)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Amortization and impairment of software development costs and licenses	~~333~~412.8		~~292~~333.78		~~268~~292.37
Stock-based compensation	~~324~~305.03		~~335~~324.60		~~317~~335.86
Noncash lease expense	5956.52		6159.15		8161.71
Amortization and impairment of intangibles	~~922~~725.67		~~1,418~~922.96		1,~~506~~418.79
Depreciation	~~153~~166.94		~~135~~153.59		90135.35
Goodwill impairment	~~3,545.2~~—		23,~~342~~545.12		—2,342.1
Interest expense	~~167~~151.34		~~140~~167.63		~~122~~140.76
Deferred income taxes	~~139~~78.50		~~(150~~139.4)5		(~~410~~150.84)
Fair value adjustments	612.95		8.6.9		318.56
Other, net	2421.84		3024.58		~~(26~~30.6)5
Changes in assets and liabilities, net of effect from purchases of businesses:
Accounts receivable	~~(105~~35.0)		83(105.70)		~~106~~83.87
Software development costs and licenses	(~~691~~688.69)		(~~603~~691.46)		(~~492~~603.84)
Prepaid expenses, other current and other non-current assets	11(66.95)		~~(154~~11.7)9		77(154.27)
Deferred revenue	678.85		~~(11~~6.8)		(~~141~~11.98)
Accounts payable, accrued expenses and other liabilities	(~~465~~365.93)		(~~200~~465.9)		(~~405~~200.19)
Net cash (used in) provided by operating activities	(45.2)		(16.1)		1.1
Net cash provided by (used in) operating activities	624.3		(45.2)		(16.1)
Investing activities:
Change in bank time deposits	12(434.64)		1912.86		~~100~~19.08
Sale and maturities of available-for-sale securities	—		~~146.9~~—		~~542~~146.09
Divestitures	32.7		—		—
Purchases of fixed assets	(162.8)		(169.4)		(141.7)
Purchases of fixed assets	(169.4)		(141.7)		(204.2)
Divestitures	—		32.7		—
Proceeds from sale of long-term investments	—		—		20.6
Purchases of long-term investments	(22.0)		(21.1)		(18.5)
Purchase of long-term investments	(21.1)		(18.5)		(15.7)
Business acquisitions	(2.6)		6.5		(7.3)
Business acquisitions	6.5		(18.1)		(3,310.9)
Asset acquisitions	(27.4)		(20.3)		(27.4)
Other	~~(12.8)~~—		~~(16~~7.6)5		~~(8.1)~~—
Net cash (used in) provided by investing activities	(151.5)		(28.2)		(2,876.3)
Net cash used in investing activities	(649.2)		(151.5)		(28.2)
Financing activities:
Tax payment related to net share settlements on restricted stock awards	—(2.9)		~~(94.1)~~—		(~~108~~94.1)
Issuance of common stock	771,247.35		3977.43		6539.4
Cost of debt	(5.4)		(10.3)		(22.4)
Payment for settlement of convertible notes	—		(8.3)		—
Repayment of debt	—		(1,339.6)		(200.0)
Proceeds from issuance of debt	—		598.9		1,348.9
Settlement of capped calls	—		—		140.1
Cost of debt	—		(5.4)		(10.3)
Payment for settlement of convertible notes	(8.3)		—		(1,166.8)
Repayment of debt	(1,150.0)		—		(1,339.6)
Proceeds from issuance of debt	598.9		1,348.9		3,248.9
Payment of contingent earn-out consideration	—		(12.0)		(35.7)
Payment of contingent earn-out consideration	(12.0)		(35.7)		(26.8)
Net cash provided by (used in) financing activities	94.6		650.5		(91.4)
Net cash provided by (used in) financing activities	650.5		(91.4)		1,930.3
Effects of foreign currency exchange rates on cash, cash equivalents, and restricted cash and cash equivalents	9.2		3.4		3.1
Effects of foreign currency exchange rates on cash, cash equivalents, and restricted cash and cash equivalents	3.4		3.1		(15.9)
Net change in cash, cash equivalents, and restricted cash and cash equivalents	78.9		457.2		(132.6)
Net change in cash, cash equivalents, and restricted cash and cash equivalents	457.2		(132.6)		(960.8)
Cash, cash equivalents, and restricted cash and cash equivalents, beginning of year (1)	1,559.2		1,102.0		1,234.6
Cash, cash equivalents, and restricted cash and cash equivalents, beginning of year (1)	1,102.0		1,234.6		2,195.4
Cash, cash equivalents, and restricted cash and cash equivalents, end of period (1)	$	1,638.1	$	1,559.2	$	1,102.0
Cash, cash equivalents, and restricted cash equivalents, end of year (1)	$	1,559.2	$	1,102.0	$	1,234.6
Supplemental data:
Interest paid	$	~~147~~153.10	$	~~137~~147.01	$	79137.0
Income taxes paid	$	~~144~~149.34	$	~~150~~144.23	$	~~176~~150.82

(1) Cash, cash equivalents and restricted cash and cash equivalents shown on our Consolidated Statements of Cash Flow includes amounts in the Cash and cash equivalents, Restricted cash and cash equivalents, and Long-term restricted cash and cash equivalents on our Consolidated Balance Sheet.

See accompanying Notes.

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TAKE-TWO INTERACTIVE SOFTWARE, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in millions)

	Common Stock		AdditionalPaid-inCapital		Treasury Stock			RetainedEarnings/(AccumulatedDeficit)		~~AccumulatedOtherComprehensiveLoss~~AccumulatedOtherComprehensiveIncome (Loss)		TotalStockholders'Equity
	Shares	Amount			Shares	Amount
Balance, March 31, 2022	139.0	1.4	$	2,597.2	(23.7)	$	(1,020.6)	$	2,289.0	$	(57.3)	$	3,809.7
Balance, March 31, 2023	192.6	1.9	$	9,010.2	(23.7)	$	(1,020.6)	$	1,164.3	$	(113.3)	$	9,042.5
Net loss	—	—	—		—	—		(1,124.7)		—		(1,124.7)
Change in cumulative foreign currency translation adjustment	—	—	—		—	—		—		(58.9)		(58.9)
Stock-based compensation	—	—	389.3		—	—		—		—		389.3
Net unrealized gain on available-for-sale securities, net of taxes	—	—	—		—	—		—		2.9		2.9
Issuance of restricted stock, net of forfeitures and cancellations	2.7	—	—		—	—		—		—		—
Exercise of stock options	1.0	—	43.1		—	—		—		—		43.1
Net share settlement of restricted stock awards	(0.9)	—	(108.1)		—	—		—		—		(108.1)
Employee share purchase plan settlement	0.2	—	22.3		—	—		—		—		22.3
Issuance of shares related to Zynga acquisition	46.3	0.5	5,377.2		—	—		—		—		5,377.7
Issuance of shares related to Popcore acquisition	0.6	—	57.8		—	—		—		—		57.8
Stock-based compensation assumed in Zynga acquisition	—	—	151.7		—	—		—		—		151.7
Issuance of shares related to Zynga convertible notes	3.7	—	479.7		—	—		—		—		479.7
Balance, March 31, 2023	192.6	1.9	9,010.2		(23.7)	(1,020.6)		1,164.3		(113.3)		9,042.5
Net loss	—	—	—		—	—		(3,744.2)		—		(3,744.2)
Change in cumulative foreign currency translation adjustment	—	—	—		—	—		—		6.7		6.7
Stock-based compensation	—	—	416.1		—	—		—		—		416.1
Net unrealized gain on available-for-sale securities, net of taxes	—	—	—		—	—		—		1.5		1.5
Issuance of restricted stock, net of forfeitures and cancellations	2.1	—	—		—	—		—		—		—
Exercise of stock options	—	—	1.5		—	—		—		—		1.5
Net unrealized gain on available-for-sale securities, net of taxes	—	—	—		—	—		—		1.5		1.5
Net share settlement of restricted stock awards	(0.6)	—	(94.1)		—	—		—		—		(94.1)
Employee share purchase plan settlement	0.4	—	37.9		—	—		—		—		37.9
Exercise of stock options	—	—	1.5		—	—		—		—		1.5
Balance, March 31, 2024	194.5	1.9	9,371.6		(23.7)	(1,020.6)		(2,579.9)		(105.1)		5,667.9
Net loss	—	—	—		—	—		(4,478.9)		—		(4,478.9)
Change in cumulative foreign currency translation adjustment	—	—	—		—	—		—		8.2		8.2
Stock-based compensation	—	—	398.5		—	—		—		—		398.5
Issuance of restricted stock, net of forfeitures and cancellations	2.4	—	—		—	—		—		—		—
Exercise of stock options	0.6	—	31.4		—	—		—		—		31.4
Employee share purchase plan settlement	0.4	—	45.9		—	—		—		—		45.9
Exercise of stock options	0.6	—	31.4		—	—		—		—		31.4
Issuance of shares related to Zynga convertible notes	0.1	—	16.0		—	—		—		—		16.0
Issuance of shares related to Gearbox acquisition	2.8	—	448.6		—	—		—		—		448.6
Other changes, net	—	0.1	—		—	—		—		—		0.1
Balance, March 31, 2025	200.8	2.0	$10,312.0	~~10,312.0~~	(23.7)	$(1,020.6)	~~(1,020.6)~~	$(7,058.8)	~~(7,058.8)~~	$(96.9)	~~(96.9)~~	$2,137.7	~~2,137.7~~
Net loss	—	—	—		—	—		(298.2)		—		(298.2)
Change in cumulative foreign currency translation adjustment	—	—	—		—	—		—		29.6		29.6
Stock-based compensation	—	—	397.1		—	—		—		—		397.1
Issuance of restricted stock, net of forfeitures and cancellations	2.5	—	—		—	—		—		—		—
Net share settlement of restricted stock awards	—	—	(2.9)		—	—		—		—		(2.9)
Employee share purchase plan settlement	0.3	—	54.7		—	—		—		—		54.7
Issuance of common stock	5.5	0.1	1,192.7		—	—		—		—		1,192.8
Other changes, net	—	—	0.1		—	—		—		—		0.1
Balance, March 31, 2026	209.1	2.1	$	11,953.7	(23.7)	$	(1,020.6)	$	(7,357.0)	$	(67.3)	$	3,510.9

See accompanying Notes.

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TAKE-TWO INTERACTIVE SOFTWARE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Take-Two Interactive Software, Inc. (the "Company," "we," "us," or similar pronouns) was incorporated in the state of Delaware in 1993. We are a leading developer, publisher, and marketer of interactive entertainment for consumers around the globe. We develop, operate, and publish products principally through Rockstar Games, 2K, and Zynga. ~~In October 2024, we sold our Private Division label, including our rights to substantially all of the label's titles.~~ Our products are designed for console gaming systems, mobile, including smartphones and tablets, and PC. We deliver our products through physical retail, digital download, online platforms, and cloud streaming services.

Principles of Consolidation

The Consolidated Financial Statements include the financial statements of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain immaterial amounts in the financial statements of the prior years have been reclassified to conform to the current year presentation for comparative purposes.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenue, and expense, as well as the disclosure of contingent assets and liabilities at the dates of the financial statements during the reporting periods. Our most significant estimates relate to revenue recognition (see Note 2 - Revenue from Contracts with Customers); the recoverability and amortization of software development costs, licenses, and intangible assets; assets acquired and liabilities assumed in business combinations; the realization of deferred income taxes; the valuation of stock-based compensation; and assumptions used in our goodwill and intangible impairment tests. These estimates generally involve complex issues and require us to make judgments, involve analysis of historical and the prediction of future trends, and are subject to change from period to period. Actual amounts could differ significantly from these estimates, which may affect economic conditions in a number of different ways and result in uncertainty and risk. We consider transactions or events that occur after the balance sheet date, but before the financial statements are issued, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.

Concentration of Credit Risk and Accounts Receivable

We maintain cash balances at several major financial institutions. While we attempt to limit credit exposure with any single institution, balances often exceed insurable amounts.

Accounts receivable are recorded at the original invoiced amount less an allowance for credit losses. In evaluating our ability to collect outstanding receivable balances and related allowance for credit losses, we consider many factors, including the age of the balance, the customer’s payment history and current creditworthiness, as well as current and forecasted economic conditions that may affect our customers’ ability to pay. Bad debts are written off after all collection efforts have been exhausted. We do not require collateral from our customers.

If the financial condition and operations of our customers deteriorate, our risk of collection could increase substantially. A majority of our trade receivables are derived from sales to major retailers, including digital storefronts and platform partners, and distributors. Our five largest customers accounted for 8180.06%, 7981.80% and 79.68% of net revenue during the fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024, respectively. One customer accounted for 2422.45%, 2124.14% and 1621.21% of net revenue during the fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively. A second customer accounted for 2224.89%, 2322.28%, and 23.52% of net revenue during the fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively. A third customer accounted for 1715.40%, 1817.64%, and 2018.86% of net revenue during the fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively. A fourth customer accounted for 1012.1%, 1210.31%, and 1312.63% of net revenue during the fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively. As of March 31, ~~2025~~2026 and ~~2024~~2025, five customers accounted for 7269.16% and 6972.91% of our gross accounts receivable, respectively. Customers that individually accounted for more than 10% of our gross accounts receivable balance comprised 6157.07% and 5761.70% of such balances at March 31, ~~2025~~2026 and ~~2024~~2025, respectively. We had three customers who accounted for 2422.07%, 21.30%, and 1514.70% of our gross accounts receivable as of March 31, ~~2025~~2026 and three customers who accounted for 2124.80%, 1821.13%, and 1615.97% of our gross accounts receivable as of March 31, ~~2024~~2025. We did not have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, 2026 and 2025. Based upon

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~~have any additional customers that exceeded 10% of our gross accounts receivable as of March 31, 2025 and 2024. Based upon~~ performing ongoing credit evaluations, maintaining trade credit insurance on a majority of our customers who sell our physical products, and our past collection experience, we believe that the receivable balances from these largest customers do not represent a significant credit risk.

Cash and Cash Equivalents

We consider all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents. Our restricted cash and cash equivalents balances are primarily related to dedicated accounts limited to the payment of certain internal royalty obligations. Balances that are restricted from use for more than one year are classified as non-current.

Short-term Investments

Investments with original maturities greater than 90 days and remaining maturities of less than one year are normally classified within Short-term investments on our Consolidated Balance Sheets. In addition, investments with maturities beyond one year at the time of purchase that are highly liquid in nature and represent the investment of cash that is available for current operations are classified as short-term investments.

Short-term investments are evaluated for impairment quarterly. We consider various factors in determining whether we should recognize an impairment charge, including the credit quality of the issuer, the duration that the fair value has been less than the adjusted cost basis, the severity of the impairment, the reason for the decline in value, and our intent to sell and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. If we conclude that an investment is impaired or a portion of the unrealized loss is a result of a credit loss, we recognize the charge at that time in our Consolidated Statements of Operations. Determining whether the decline in fair value is due to a credit loss requires management judgment based on the specific facts and circumstances of each security. The ultimate value realized on these securities is subject to market price volatility until they are sold.

Software Development Costs and Licenses

Capitalized software development costs include direct costs incurred for internally developed titles and payments made to third-party software developers under development agreements.

We capitalize internal software development costs (including specifically identifiable payroll expense, employee stock-based compensation, and incentive compensation costs related to the completion and release of titles,) as well as third-party costs (including development, production and other content ~~costs~~), subsequent to establishing technological feasibility of a software title. Technological feasibility, ofwhich is evaluated on a product-by-product ~~includes~~basis, requires the completion of both technical design documentation and game design documentation. Significant management judgments are made in the assessment of when technological feasibility is established. For products where proven technology exists, this may occur early in the development cycle. ~~Technological feasibility is evaluated on a product-by-product basis.~~ Prior to establishing technological feasibility of a product, we record any ~~costs~~software ~~incurred~~development bycosts ~~third-party developers~~ as research and development expenses. If we subsequently determine that a product that was technologically feasible ceases to meet the requirements for that determination, costs capitalized to date are expensed to Research and development in the period where the product is deemed no longer technologically feasible.

Licenses consist of payments and guarantees made to holders of intellectual property rights for use of their trademarks, copyrights or other intellectual property rights in the development of our products. Agreements with license holders generally provide for guaranteed minimum payments for use of their intellectual property. Certain licenses, especially those related to our sports products, extend over multi-year periods and encompass multiple game titles. ~~In addition to guaranteed minimum payments, these licenses frequently contain provisions that could require us to pay royalties to the license holder based on pre-agreed unit sales thresholds.~~

Amortization of capitalized software development costs and licenses commences when a product is available for general release and is recorded on a title-by-title basis in cost of revenue. For capitalized software development costs, annual amortization is calculated using (1) the proportion of current year revenue to the total revenue expected to be recorded over the life of the title or (2) the straight-line method over the remaining estimated life of the title, whichever is greater. For capitalized licenses, amortization is calculated as a ratio of (1) current year revenue to the total revenue expected to be recorded over the remaining estimated life of the title or (2) the contractual royalty rate based on actual net product sales as defined in the licensing agreement, whichever is greater. Amortization periods for our software products generally range from 129 to 36 months.

Certain government grants earned on qualified production spend generally either reduce the cost basis of our capitalized software development costs, which therefore results in reduced expense over the amortization period, or reduce period development expense recognized for titles that do not meet the capitalization criteria. In the absence of authoritative U.S. GAAP applicable to the period presented, we account for these incentives by analogy under ASC 105‑10‑05‑2 to the principles in IAS 20, Accounting for Government Grants and Disclosure of Government Assistance.

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period development expense recognized for titles that do not meet the capitalization criteria. Such incentives are accounted for by analogizing under ASC 105-10-05-2 to the grant accounting model under IAS 20.

We evaluate the future recoverability of capitalized software development costs and licenses on a quarterly basis. Recoverability is primarily assessed based on the title's actual performance. For products that are scheduled to be released in the future, recoverability is evaluated based on the expected performance of the specific products to which the cost or license relates. We use a number of criteria in evaluating expected product performance, including historical performance of comparable products developed with comparable technology, market performance of comparable titles, orders for the product prior to its release, general market conditions, and past performance of the franchise. When we determine that capitalized cost of the title is unlikely to be recovered by product sales, an impairment of software development and license costs capitalized is charged to cost of revenue in the period in which such determination is made.

We have profit ~~and unit sales~~ based internal royalty programs that allow selected employees to participate in the success of software titles that they assist in developing. Royalties earned under these programs are recorded as a component of Cost of revenue in the period earned. Amounts earned and not yet paid are reflected within the software development royalties component of Accrued expenses and other current liabilities on our Consolidated Balance Sheets.

Fixed Assets, net

Office equipment, furniture and fixtures are depreciated using the straight-line method over their estimated useful life of five years. Computer equipment and software are generally depreciated using the straight-line method over three to five years. Leasehold improvements are amortized over the lesser of the term of the related lease or the useful life of the underlying asset, typically seven years. Buildings are depreciated over the remaining life of the buildings, which is typically approximately 30 years. The cost of additions and improvements are capitalized, and repairs and maintenance costs are charged to operations, in the periods incurred. When depreciable assets are retired or sold, the cost and related allowances for depreciation are removed from the accounts and the gain or loss, if any, is recognized. The carrying amounts of these assets are recorded at historical cost.

Leases

We determine if an arrangement is a lease at contract inception. IfThe ~~there~~assessment isinvolves an identified asset in the contract (either explicitly or implicitly) and we have control over its use, the contract is (or contains) a lease. In certain of our lease arrangements, primarily those related to our data center arrangements, judgment is required in determining if a contract contains a lease. For these arrangements, there is judgment in evaluating if the arrangement provides us with an asset that is physically distinct, or that represents substantially all of the capacity of the asset, and if we have the right to direct the use of the asset. ~~Lease~~If ~~assets~~there ~~and~~is ~~liabilities~~an ~~are~~identified ~~recognized~~asset ~~based on the present value of future lease payments over the lease term at the commencement date. Included~~ in the ~~lease~~contract ~~liability~~(either ~~are~~explicitly ~~future lease payments that are fixed, in-substance fixed,~~ or ~~payments~~implicitly) ~~based~~and onwe anhave ~~index~~control orover ~~rate~~its ~~known~~use, at the ~~commencement~~contract ~~date~~is of(or ~~the~~contains) a lease. ~~Variable~~This ~~lease~~assessment ~~payments~~is ~~are~~required ~~recognized~~for ascertain ~~lease expenses as incurred. The operating lease right-~~of~~-use~~ ~~(“ROU”)~~our ~~asset~~arrangements, ~~also~~primarily ~~includes~~those ~~any~~related ~~lease payments made prior~~ to ~~commencement,~~our ~~initial~~data ~~direct costs incurred, and lease incentives received~~centers.

Lease assets and liabilities are recognized based on the present value of future lease payments over the lease term at the commencement date. Included in the lease liability are future lease payments that are fixed, in-substance fixed, or payments based on an index or rate known at the commencement date of the lease. Variable lease payments are recognized as lease expenses as incurred. The operating lease right-of-use (“ROU”) asset also includes any lease payments made prior to commencement, initial direct costs incurred, and lease incentives received.

As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate in determining the present value of future lease payments. The incremental borrowing rate represents the rate required to borrow funds over a similar term to purchase the leased asset and is based on an unsecured borrowing rate and risk-adjusted to approximate a collateralized rate at the commencement date of the lease.

In determining our lease liability, ~~the~~we ~~lease~~include ~~term includes~~ options to extend or terminate in the lease term when it is reasonably certain that we will exercise such option. For operating leases, the ~~lease~~ expense for minimum lease payments is

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