Take-Two Interactive (TTWO) chair’s entities execute tax-driven sales and new grants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
TAKE-TWO INTERACTIVE SOFTWARE INC chairman and CEO Strauss Zelnick reported multiple indirect equity movements involving entities he is associated with. ZMC Advisors, L.P. sold 208,969 shares of common stock in open-market transactions on June 1, 2026 under a Rule 10b5-1 trading plan adopted on November 17, 2025, primarily to cover tax obligations arising from vesting of previously granted restricted units. On the same date, 418,774 restricted units granted to ZMC under a Management Agreement vested, while 64,812 performance-based restricted units were forfeited for not meeting performance conditions. ZMC distributed 209,805 shares received upon vesting to certain employees for no value, including 85,850 shares to Mr. Zelnick, which he then contributed to the Zelnick/Belzberg Living Trust as a gift. Separately, ZMC received a new grant of 329,949 restricted units, combining time-based and performance-based awards, and continues to hold over one million restricted units, all of which are held by entities rather than by Mr. Zelnick individually.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 208,969 shares ($47,507,973)
Net Sell
14 txns
Insider
ZELNICK STRAUSS
Role
Chairman, CEO
Sold
208,969 shs ($47.51M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 64,812 | $0.00 | -- |
| Sale | Common Stock | 6,129 | $224.44 | $1.38M |
| Sale | Common Stock | 24,899 | $225.50 | $5.61M |
| Sale | Common Stock | 29,230 | $226.47 | $6.62M |
| Sale | Common Stock | 85,748 | $227.40 | $19.50M |
| Sale | Common Stock | 41,008 | $228.31 | $9.36M |
| Sale | Common Stock | 18,345 | $229.21 | $4.20M |
| Sale | Common Stock | 2,871 | $230.14 | $661K |
| Sale | Common Stock | 739 | $231.01 | $171K |
| Other | Common Stock | 209,805 | $0.00 | -- |
| Gift | Common Stock | 85,850 | $0.00 | -- |
| Gift | Common Stock | 85,850 | $0.00 | -- |
| Grant/Award | Common Stock | 329,949 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 1,214,990 shares (Indirect, By ZMC Advisors, L.P.);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- EXPLANATORY NOTE: This Form 4 relates to (i) the vesting of 418,774 restricted units previously granted to ZMC Advisors, L.P. ("ZMC") under the Management Agreement, dated effective May 23, 2022, between the issuer and ZMC (the "Management Agreement"), and the sale of shares of Common Stock by ZMC, in order to satisfy the tax obligations of the partners of ZMC arising from such vesting, pursuant to a Rule 10b5-1 trading plan adopted on November 17, 2025 by ZMC, (ii) the forfeiture of 64,812 performance-based restricted units previously granted to ZMC on June 1, 2023 due to the failure to meet certain performance conditions, (iii) the distribution by ZMC to certain of its employees of 209,805 shares of Common Stock received by ZMC upon the vesting of the restricted units described above in accordance with the customary historical practices of ZMC, and (iv) the annual grant of restricted stock units to ZMC on June 1, 2026, in each case as further described below. Represents the forfeiture of 64,812 performance-based restricted units previously granted to ZMC on June 1, 2023 under the Management Agreement due to the failure to meet certain performance conditions. Represents 796,216 restricted units and 418,774 shares of Common Stock held directly by ZMC (in each case after giving effect to the forfeiture and vesting described in footnote (2) above and footnote (6) below, respectively), of which Mr. Zelnick is a partner (and such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZMC except to the extent of his pecuniary interest therein. All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on November 17, 2025 by ZMC to satisfy the tax obligations of the partners of ZMC upon the vesting of such restricted units that were granted pursuant to the Management Agreement. These transactions are reported on separate lines due to the range of the sale prices. On June 1, 2026, 418,774 restricted units previously granted to ZMC under the Management Agreement vested. The reported sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 17, 2025 by ZMC, to satisfy the tax obligations of the partners of ZMC upon the vesting of such restricted units. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $223.93 to $224.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $224.93 to $225.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $225.93 to $226.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $226.93 to $227.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $227.93 to $228.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $228.93 to $229.92, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $229.93 to $230.89, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer. Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $231.00 to $231.02, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer. On June 1, 2026, 418,774 restricted units previously granted to ZMC under the Management Agreement vested. Following such vesting, ZMC distributed a total of 209,805 shares received upon such vesting to its employees for no value, including 85,850 shares to Mr. Zelnick, which shares Mr. Zelnick had previously indirectly beneficially owned through ZMC. Mr. Zelnick received 85,850 shares pursuant to a distribution, as further described in Footnote (15) above, which receipt was exempt from Section 16 as such shares were previously held by Mr. Zelnick indirectly through ZMC. Mr. Zelnick then contributed such securities to the Zelnick/Belzberg Living Trust in exchange for no consideration. Represents 192,314 shares of Common Stock held by the Zelnick/Belzberg Living Trust (such securities are indirectly held by Mr. Zelnick), including 85,850 shares received by Mr. Zelnick pursuant to the distribution referred to in Footnote (15) above, which were then contributed to the Zelnick/Belzberg Living Trust as described in footnote (16) above. Mr. Zelnick disclaims beneficial ownership of the securities held by the Zelnick/Belzberg Living Trust except to the extent of his pecuniary interest therein. Represents the grant of 329,949 restricted units to ZMC pursuant to the Restricted Unit Agreement entered into by ZMC and the Company on June 1, 2026 under the Management Agreement. Includes (a) 65,199 time-based restricted units, 21,733 of which units are scheduled to vest on June 1, 2027, 21,733 of which units are scheduled to vest on June 1, 2028, and 21,733 of which units are scheduled to vest on June 1, 2029, and (b) 264,750 performance-based restricted units (representing the maximum number of performance-based units that are eligible to vest) that are subject to vesting on June 1, 2029. Further information regarding the Restricted Unit Agreement and the restricted units, including the vesting schedule, is available in the Company's Registration Statement on Form S-3 filed with the Commission on June 1, 2026. Represents 1,126,165 restricted units held directly by ZMC Advisors, L.P., of which Mr. Zelnick is a partner (such securities are not held individually by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by ZMC Advisors, L.P. except to the extent of his pecuniary interest therein. Represents 64,089 shares of Common Stock held by the Wendy Jay Belzberg 2012 Family Trust (such securities are indirectly held by Mr. Zelnick). Mr. Zelnick disclaims beneficial ownership of the securities held by the Wendy Jay Belzberg 2012 Family Trust except to the extent of his pecuniary interest therein.
Key Figures
Shares sold: 208,969 shares
Restricted units vested: 418,774 units
Performance units forfeited: 64,812 units
+5 more
8 metrics
Shares sold
208,969 shares
Open-market sales by ZMC Advisors, L.P. on June 1, 2026
Restricted units vested
418,774 units
Units granted to ZMC under the Management Agreement vested June 1, 2026
Performance units forfeited
64,812 units
Performance-based restricted units granted June 1, 2023 not meeting conditions
Shares distributed to employees
209,805 shares
Distribution by ZMC after vesting of restricted units
Shares received by Zelnick
85,850 shares
Distribution from ZMC then contributed to Zelnick/Belzberg Living Trust
New restricted unit grant
329,949 units
Grant to ZMC Advisors, L.P. on June 1, 2026
Restricted units held by ZMC
1,126,165 units
Restricted units held directly by ZMC Advisors, L.P. after transactions
Family trust holdings
64,089 shares
Shares held by the Wendy Jay Belzberg 2012 Family Trust
Key Terms
Rule 10b5-1 trading plan, restricted units, performance-based restricted units, bona fide gift, +2 more
6 terms
Rule 10b5-1 trading plan financial
"All of the sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on November 17, 2025 by ZMC"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
restricted units financial
"On June 1, 2026, 418,774 restricted units previously granted to ZMC under the Management Agreement vested."
performance-based restricted units financial
"Represents the forfeiture of 64,812 performance-based restricted units previously granted to ZMC on June 1, 2023"
bona fide gift financial
""G" ... transaction_code_description": "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Management Agreement financial
"under the Management Agreement, dated effective May 23, 2022, between the issuer and ZMC"
A management agreement is a written contract that sets out who runs a company or specific assets, what duties they must perform, how long they serve, and how they are paid and evaluated. Think of it as a job contract or a property manager’s lease: it tells investors who is steering the business, what rules they must follow, and how their performance will affect costs and returns, so it directly influences company strategy, risk and shareholder value.
pecuniary interest financial
"Mr. Zelnick disclaims beneficial ownership of the securities held by ZMC except to the extent of his pecuniary interest therein."
FAQ
What insider transactions did Strauss Zelnick report for TTWO on June 1, 2026?
Strauss Zelnick reported indirect sales of 208,969 shares, vesting of 418,774 restricted units, forfeiture of 64,812 units, a 209,805-share distribution to employees, and a new 329,949-unit grant to ZMC Advisors, L.P.
How many Take-Two restricted units vested and were forfeited for ZMC Advisors?
On June 1, 2026, 418,774 restricted units previously granted to ZMC Advisors, L.P. vested. Separately, 64,812 performance-based restricted units granted on June 1, 2023 were forfeited because specific performance conditions were not achieved.
What new equity awards did ZMC Advisors receive from Take-Two on June 1, 2026?
ZMC Advisors, L.P. received 329,949 new restricted units, including 65,199 time-based units vesting annually from 2027 to 2029 and up to 264,750 performance-based units eligible to vest on June 1, 2029.