TTWO / Take-Two Interactive Software, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Take-Two Interactive Software, Inc. Deferred Compensation Plan Adoption Agreement September 1, 2025

EX-10.2 Exhibit 10.2 Take-Two Interactive Software, Inc. Deferred Compensation Plan Adoption Agreement September 1, 2025 Table of Contents 1.01 Preamble 1 1.02 Plan 1 1.03 Plan Sponsor 1 1.04 Employer 2 1.05 Administrator 2 1.06 Key Employee Determination Dates 2 2.01 Participation 4 3.01 Compensation 5 3.02 Bonuses 5 4.01 Participant Contributions 6 5.01 Employer Contributions 8 6.01 Distribution

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 TAKE-TWO INTERACT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation)

Take-Two Interactive Software, Inc. Deferred Compensation Plan September 1, 2025

EX-10.1 Exhibit 10.1 Take-Two Interactive Software, Inc. Deferred Compensation Plan September 1, 2025 IMPORTANT NOTE This document has not been approved by the Department of Labor, Internal Revenue Service, or any other governmental entity. An adopting Employer must determine whether the Plan is subject to the Federal securities laws and the securities laws of the various states. An adopting Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Take-Two Interactive Software, Inc. Reports Results for Fiscal First Quarter 2026 Company raises fiscal year 2026 outlook Fiscal first quarter Net Bookings were $1.42 billion, above Company's guidance range Net Bookings for fiscal year 2026 are now e

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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 TA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 TAKE-TWO INTERACTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Take-Two Interactive Software, Inc. - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission O

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox

As filed with the Securities and Exchange Commission on June 2, 2025

As filed with the Securities and Exchange Commission on June 2, 2025 Registration No.

Filing Fee Table.

Calculation of Filing Fee Tables S-3 TAKE TWO INTERACTIVE SOFTWARE INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock of Take-Two Interactive Software, Inc.

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

Exhibit 10.2 RESTRICTED UNIT AGREEMENT PURSUANT TO THE TAKE-TWO INTERACTIVE SOFTWARE, INC. 2017 STOCK INCENTIVE PLAN This Restricted Unit Agreement (this “Agreement”), dated as of June 2, 2025, is made by and between Take-Two Interactive Software, Inc. (the “Company”) and ZMC Advisors, L.P. (the “Participant”). W I T N E S S E T H: WHEREAS, the Company has adopted the Take-Two Interactive Software

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation or

Take-Two Interactive Software, Inc. Announces Pricing of Public Offering of Common Stock

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

4,750,000 Shares Take-Two Interactive Software, Inc. Common Stock

424B5 Filed Pursuant to Rule 424(b)(5) File No. 333-284748 Prospectus Supplement (To Prospectus dated February 7, 2025) 4,750,000 Shares Take-Two Interactive Software, Inc. Common Stock We are offering 4,750,000 shares of our common stock, par value $0.01 per share (“common stock”). Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “TTWO.” On May 19, 2025, t

Underwriting Agreement, dated as of May 20, 2025, by and among the Company and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several Underwriters named therein

Exhibit 1.1 TAKE-TWO INTERACTIVE SOFTWARE, INC. 4,750,000 Shares of Common Stock Underwriting Agreement May 20, 2025 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Ge

Calculation of Filing Fee Tables (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables 424(b)(5) (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC.

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.

Exhibit 10.42 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the company treats as private or confidential. Brackets with triple asterisks denote omissions. This RECEIVABLES PURCHASE AGREEMENT (as the same now or hereafter exists, this “Agreement”), dated as of May 19, 2025, among TAKE-TWO INTERACTIVE SOFTWARE, INC.,

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 OR ☐ Transition Report Pursuant to Secti

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 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 SOFTWA

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of Take-Two Interactive Software, Inc. Name Jurisdiction of Incorporation 2K Czech, s.r.o. Czech Republic 2K Games (Chengdu) Co., Ltd. China 2K Games Dublin Limited Ireland 2K Games Madrid S.L. Spain 2K Games (Shanghai) Co., Ltd. China 2K Games, Inc. Delaware 2K, Inc. New York 2K Marin, Inc. Delaware 2K Play, Inc. Delaware 2K Games Songs LLC Delaware 2K Games Sounds LLC D

Subject to completion, dated May 20, 2025

Table of Contents Filed Pursuant to Rule 424(b)(5) File No. 333-284748 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they seek an offer to buy our common stock in any jurisdiction where the offer or sale is not permitted. Subject to comple

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.

Exhibit 10.41 This AMENDMENT NO. 3 (this “Amendment”), dated as of May 19, 2025, is entered into by and among Take-Two Interactive Software, Inc., a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent (in such capacity, the “Administrative Agent”) and the Lenders party hereto. WHEREAS, the Borrower, the financial institutions party thereto as Lenders

Take-Two Interactive Software, Inc. Reports Results for Fourth Quarter and Fiscal Year 2025 $1.58 billion fourth quarter Net Bookings $5.65 billion fiscal year 2025 Net Bookings Initial outlook for fiscal 2026 includes Net Bookings of $5.9 to $6.0 bi

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS Emp

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS Empl

Take-Two Interactive Software, Inc. Reiterates Expectations to Achieve Sequential Increases in, and Record Levels of, Net Bookings in Fiscal 2026 and 2027 Rockstar Games announces release date for Grand Theft Auto VI of May 26, 2026 Company to report

FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 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 001-3400

Statement of Eligibility on Form T-1 of The Bank of New York Mellon, as trustee under the Indenture between the Company and The Bank of New York Mellon, dated as of April 14, 2022.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

As filed with the Securities and Exchange Commission on February 6, 2025

As filed with the Securities and Exchange Commission on February 6, 2025 Registration No.

Statement of Eligibility on Form T-1 of The Bank of New York Mellon, as trustee for the form of Indenture between the Company and The Bank of New York Mellon.

Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

Filing Fee Table

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-3 (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC.

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

Exhibit 4.1(b) TAKE-TWO INTERACTIVE SOFTWARE, INC. and THE BANK OF NEW YORK MELLON, Trustee Indenture Dated as of [    ] Debt Securities CROSS -REFERENCE TABLE Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: TIA Section Indenture Section 310 (a)(1) 6.10 (a)(2) 6.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 6.10 (b) 6.8; 6.10 (c) N.A. 311

Take-Two Interactive Software, Inc. Reports Results for Fiscal Third Quarter 2025 $1.37 billion Net Bookings, within Company's guidance range Company updates fiscal year 2025 outlook and reiterates expectation for Net Bookings of $5.55 to $5.65 billi

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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 001-340

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS

Take-Two Interactive Software, Inc. Reports Results for Fiscal Second Quarter 2025 $1.47 billion Net Bookings with outperformance from Grand Theft Auto and Borderlands franchises Company updates fiscal year 2025 outlook and reiterates expectation for

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2024 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (I

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2024 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporati

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.

Exhibit 10.3 Execution Version This AMENDMENT NO. 2 (this “Amendment”), dated as of June 6, 2024, is entered into by and among Take-Two Interactive Software, Inc., a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent (in such capacity, the “Administrative Agent”) and the Lenders party hereto. WHEREAS, the Borrower, the financial institutions party t

yeah UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSU

Table of Contents yeah UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 TAKE-TWO INTERACTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS E

Take-Two Interactive Software, Inc. Reports Results for Fiscal First Quarter 2025 $1.22 billion Net Bookings, in line with guidance Company updates outlook for fiscal 2025 and reiterates Net Bookings outlook for fiscal year 2025 of $5.55 to $5.65 bil

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox

LETTER TO OUR SHAREHOLDERS NOTICE OF ANNUAL MEETING OF SHAREHOLDERS PROXY STATEMENT PROXY SUMMARY PROPOSAL 1: ELECTION OF DIRECTORS CORPORATE GOVERNANCE AND BOARD PRACTICES PROPOSAL 2: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox

Take-Two Interactive Software, Inc. Announces Pricing of Secondary Offering of Common Stock by Embracer Group AB

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation or

Underwriting Agreement, dated as of June 12, 2024, by and among the Company, Embracer Group AB and Goldman Sachs & Co. LLC

Exhibit 1.1 Execution Version Take-Two Interactive Software, Inc. Common Stock, $0.01 Par Value Per Share Underwriting Agreement June 12, 2024 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Gentlemen: Embracer Group AB (publ), the stockholder (the “Selling Stockholder”) of Take-Two Interactive Software, Inc., a Delaware corporation (the “Company”), proposes, subject to

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

Exhibit 4.1 TAKE-TWO INTERACTIVE SOFTWARE, INC. and THE BANK OF NEW YORK MELLON, as Trustee 5.400% Senior Notes due 2029 Seventh Supplemental Indenture Dated as of June 12, 2024 to Indenture dated as of April 14, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01. Definitions 1 Section 1.02. Conflicts with Base Indenture 7 ARTICLE 2 FORM OF

2,830,084 Shares Take-Two Interactive Software, Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) File No. 333-280123 Prospectus Supplement (To Prospectus dated June 11, 2024) 2,830,084 Shares Take-Two Interactive Software, Inc. Common Stock The selling shareholder of Take-Two Interactive Software, Inc. (“Take-Two” or “we”) named in this prospectus supplement is selling 2,830,084 shares of our common stock. We are not selling any shares under

$600,000,000 Take-Two Interactive Software, Inc. $300,000,000 5.400% Senior Notes due 2029 $300,000,000 5.600% Senior Notes due 2034

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264153 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) $600,000,000 Take-Two Interactive Software, Inc. $300,000,000 5.400% Senior Notes due 2029 $300,000,000 5.600% Senior Notes due 2034 We are offering $300 million aggregate principal amount of our 5.400% Senior Notes due 2029 (the “2029 notes”) and $300 million ag

Calculation of Filing Fee Tables (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables 424B5 (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC.

Underwriting Agreement, dated as of June 10, 2024, by and among the Company, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule 1 thereto.

Exhibit 1.1 Execution Version TAKE-TWO INTERACTIVE SOFTWARE, INC. $300,000,000 5.400% Senior Notes due 2029 $300,000,000 5.600% Senior Notes due 2034 Underwriting Agreement June 10, 2024 J.P. Morgan Securities LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Well

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation or

Take-Two Interactive Software, Inc. Announces Pricing of $600 Million Senior Notes Offering

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

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

Exhibit 4.2 TAKE-TWO INTERACTIVE SOFTWARE, INC. and THE BANK OF NEW YORK MELLON, as Trustee 5.600% Senior Notes due 2034 Eighth Supplemental Indenture Dated as of June 12, 2024 to Indenture dated as of April 14, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01. Definitions 1 Section 1.02. Conflicts with Base Indenture 7 ARTICLE 2 FORM OF

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdictio

Filing Fee Table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-3 (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC.

As filed with the Securities and Exchange Commission on June 11, 2024

Table of Contents As filed with the Securities and Exchange Commission on June 11, 2024 Registration No.

Take-Two Interactive Software, Inc. $300,000,000 5.400% Senior Notes due 2029 $300,000,000 5.600% Senior Notes due 2034

Filed Pursuant to Rule 433 Registration Statement No. 333-264153 Pricing Term Sheet June 10, 2024 Take-Two Interactive Software, Inc. $300,000,000 5.400% Senior Notes due 2029 $300,000,000 5.600% Senior Notes due 2034 Pricing Term Sheet dated June 10, 2024 (this “Pricing Term Sheet”) to the Preliminary Prospectus Supplement dated June 10, 2024 (the “Preliminary Prospectus Supplement”) of Take-Two

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED JUNE 10, 2024

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264153 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933 but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these secu

Filing Fee Table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-3 (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC.

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

Exhibit 10.2 RESTRICTED UNIT AGREEMENT PURSUANT TO THE TAKE-TWO INTERACTIVE SOFTWARE, INC. 2017 STOCK INCENTIVE PLAN This Restricted Unit Agreement (this “Agreement”), dated as of June 3, 2024, is made by and between Take-Two Interactive Software, Inc. (the “Company”) and ZMC Advisors, L.P. (the “Participant”). W I T N E S S E T H: WHEREAS, the Company has adopted the Take-Two Interactive Software

As filed with the Securities and Exchange Commission on June 3, 2024

Table of Contents As filed with the Securities and Exchange Commission on June 3, 2024 Registration No.

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 31, 2024, Take-Two Interactive Software, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, $0.01 par value per share. The following summary describes our common stock and the material

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of Take-Two Interactive Software, Inc. Name Jurisdiction of Incorporation 2K Czech, s.r.o. Czech Republic 2K Games (Chengdu) Co., Ltd. China 2K Games Dublin Limited Ireland 2K Games Madrid S.L. Spain 2K Games (Shanghai) Co., Ltd. China 2K Games, Inc. Delaware 2K, Inc. New York 2K Marin, Inc. Delaware 2K Play, Inc. Delaware 2K Games Songs LLC Delaware 2K Games Sounds LLC D

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.

Exhibit 10.38 This AMENDMENT NO. 1 (this “Amendment”), dated as of May 14, 2024, is entered into by and among Take-Two Interactive Software, Inc., a Delaware corporation (the “Borrower”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent (in such capacity, the “Administrative Agent”). WHEREAS, the Borrower, the financial institutions party thereto as Lenders and the Administrative Ag

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, 2024 OR ☐ Transition Report Pursuant to Secti

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, 2024 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 SOFTWA

Take-Two Interactive Software, Inc. Securities Trading Policy

Exhibit 19.1 T2 SECURITIES TRADING POLICY This policy applies to all employees, officers, directors and consultants of Take-Two Interactive Software, Inc., its subsidiaries and affiliates (hereafter the “Company”). This policy supersedes all previously disseminated Securities Trading policies and must be read in conjunction with the Company’s “Global Code of Business Conduct and Ethics” which is i

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

Exhibit 97.1 TAKE-TWO INTERACTIVE SOFTWARE, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1.Purpose. The purpose of this Policy is to describe the circumstances in which Executives will be required to repay or return Erroneously Awarded Compensation to members of the Company Group. Each Executive shall be required to sign and return to the Company an Acknowledgement Form substan

Take-Two Interactive Software, Inc. Reports Results for Fourth Quarter and Fiscal Year 2024 $1.35 billion fourth quarter Net Bookings, with outperformance in NBA 2K24; Zynga’s in-app purchases, led by Toon Blast and Match Factory!; the Red Dead Redem

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS Emp

Regulation FD Disclosure, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS E

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation)

Share Purchase Agreement, dated as of March 27, 2024, by and among Take-Two Interactive Software, Inc., Groundhog 2, LLC, Gearbox Entertainment Company Holding AB and Embracer Group AB (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 1, 2024)

Exhibit 2.1 Execution Version SHARE PURCHASE AGREEMENT among TAKE-TWO INTERACTIVE SOFTWARE, INC. a Delaware corporation, GROUNDHOG 2, LLC a Delaware limited liability company, GEARBOX ENTERTAINMENT COMPANY HOLDING AB, a company organized under the laws of Sweden, and EMBRACER GROUP AB, a company organized under the laws of Sweden, Dated March 27, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1

Take-Two Interactive Software, Inc. to Acquire The Gearbox Entertainment Company Inc., Developer of Highly Successful Borderlands Franchise Transaction valued at $460 million; expected to close in the first quarter of Take-Two’s Fiscal Year 2025 Expa

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation)

TTWO / Take-Two Interactive Software, Inc. / PUBLIC INVESTMENT FUND Passive Investment

SC 13G/A 1 formsc13ga-taketwo.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Take-Two Interactive Software, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 874054109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statemen

TTWO / Take-Two Interactive Software, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02033-taketwointeractiveso.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 15)* Name of issuer: Take-Two Interactive Software Inc Title of Class of Securities: Common Stock CUSIP Number: 874054109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 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 001-3400

TTWO / Take-Two Interactive Software, Inc. / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Take-Two Interactive Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874054109 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap

Take-Two Interactive Software, Inc. Reports Results for Fiscal Third Quarter 2024 $1.34 billion Net Bookings, with outperformance in Grand Theft Auto V and Grand Theft Auto Online, Red Dead Redemption series, and Toon Blast Company updates outlook fo

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS

Take-Two Interactive Software, Inc. Announces Pricing of Add-On Offering of $350 Million of Senior Notes

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024 TAKE-TWO INTERACT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation

Calculation of Filing Fee Tables (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables 424B5 (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC.

$350,000,000 Take-Two Interactive Software, Inc. $50,000,000 5.000% Senior Notes due 2026 $300,000,000 4.950% Senior Notes due 2028

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264153 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) $350,000,000 Take-Two Interactive Software, Inc. $50,000,000 5.000% Senior Notes due 2026 $300,000,000 4.950% Senior Notes due 2028 We are offering $50,000,000 aggregate principal amount of our 5.000% Senior Notes due 2026 (the “New 2026 Notes”), and $300,0

Underwriting Agreement, dated as of January 4, 2024, by and among the Company and J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule 1 thereto.

EX-1.1 Exhibit 1.1 Execution Version TAKE-TWO INTERACTIVE SOFTWARE, INC. $50,000,000 5.000% Senior Notes due 2026 $300,000,000 4.950% Senior Notes due 2028 Underwriting Agreement January 4, 2024 J.P. Morgan Securities LLC as Representative of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Take-Tw

Take-Two Interactive Software, Inc. $50,000,000 5.000% Senior Notes due 2026 $300,000,000 4.950% Senior Notes due 2028

Filed Pursuant to Rule 433 Registration Statement No. 333-264153 Pricing Term Sheet January 4, 2024 Take-Two Interactive Software, Inc. $50,000,000 5.000% Senior Notes due 2026 $300,000,000 4.950% Senior Notes due 2028 Pricing Term Sheet dated January 4, 2024 (this “Pricing Term Sheet”) to the Preliminary Prospectus Supplement dated January 4, 2024 (the “Preliminary Prospectus Supplement”) of Take

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED JANUARY 4, 2024

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264153 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933 but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thes

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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 001-340

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS

Take-Two Interactive Software, Inc. Reports Results for Fiscal Second Quarter 2024 $1.44 billion Net Bookings, with outperformance of Grand Theft Auto V and Grand Theft Auto Online, and Red Dead Redemption 2 Company updates GAAP outlook for fiscal 20

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

As filed with the Securities and Exchange Commission on September 29, 2023

As filed with the Securities and Exchange Commission on September 29, 2023 Registration No.

As filed with the Securities and Exchange Commission on September 29, 2023

As filed with the Securities and Exchange Commission on September 29, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Take-Two Interactive Software, Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2023 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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 TA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 TAKE-TWO INTERACTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS E

Take-Two Interactive Software, Inc. Reports Results for Fiscal First Quarter 2024 $1.20 billion Net Bookings, with outperformance of Grand Theft Auto Online and Grand Theft Auto V, and NBA 2K23 Company updates GAAP outlook for fiscal 2024 Company rei

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox

LETTER TO OUR SHAREHOLDERS NOTICE OF ANNUAL MEETING OF SHAREHOLDERS PROXY STATEMENT PROXY SUMMARY PROPOSAL 1: ELECTION OF DIRECTORS CORPORATE GOVERNANCE AND BOARD PRACTICES PROPOSAL 2: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox

TAKE-TWO INTERACTIVE SOFTWARE, INC. ANNOUNCES PRICING OF TENDER OFFER FOR 3.300% SENIOR NOTES DUE 2024

EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2023 TAKE-TWO INTERACTIVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2023 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation or

TAKE-TWO INTERACTIVE SOFTWARE, INC. ANNOUNCES EARLY TENDER RESULTS AND INCREASE IN TENDER CAP FOR 3.300% SENIOR NOTES DUE 2024

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected]

Powers of Attorney (included on signature page).

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 1, 2023 Registration No.

As filed with the Securities and Exchange Commission on June 1, 2023

S-3ASR 1 d516847ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 1, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 51-0350842 (State or o

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

EX-10.2 Exhibit 10.2 RESTRICTED UNIT AGREEMENT PURSUANT TO THE TAKE-TWO INTERACTIVE SOFTWARE, INC. 2017 STOCK INCENTIVE PLAN This Restricted Unit Agreement (this “Agreement”), dated as of June 1, 2023, is made by and between Take-Two Interactive Software, Inc. (the “Company”) and ZMC Advisors, L.P. (the “Participant”). W I T N E S S E T H: WHEREAS, the Company has adopted the Take-Two Interactive

Filing Fee Table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-3 (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC.

Unaudited Pro Forma Condensed Combined Statement of Operations of the Company for the Fiscal Year Ended March 31, 2023.

EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction On May 23, 2022, Take-Two completed its acquisition of Zynga pursuant to the merger agreement dated January 9, 2022 (as amended on May 4, 2022, the “Merger Agreement”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub 1 merged with and into

Filing Fee Table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-3 (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC.

Exhibit 99.1

EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction On May 23, 2022, Take-Two completed its acquisition of Zynga pursuant to the merger agreement dated January 9, 2022 (as amended on May 4, 2022, the “Merger Agreement”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub 1 merged with and into

Annual Report on Form 10-K for the fiscal year ended March 31, 2023

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, 2023 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 SOFTWA

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of Take-Two Interactive Software, Inc. Name Jurisdiction of Incorporation 2K Czech, s.r.o. Czech Republic 2K Games (Chengdu) Co., Ltd. China 2K Games Dublin Limited Ireland 2K Games Madrid S.L. Spain 2K Games (Shanghai) Co., Ltd. China 2K Games, Inc. Delaware 2K, Inc. New York 2K Marin, Inc. Delaware 2K Play, Inc. Delaware 2K Games Songs LLC Delaware 2K Games Sounds LLC D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 TAKE-TWO INTERACTIVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation or

TAKE-TWO INTERACTIVE SOFTWARE, INC. ANNOUNCES COMMENCEMENT OF TENDER OFFER FOR 3.300% SENIOR NOTES DUE 2024

EX-99.1 Exhibit 99.1 CONTACT: FOR IMMEDIATE RELEASE (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 TAKE-TWO INTERACTIVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS Emp

Take-Two Interactive Software, Inc. Reports Results for Fiscal Year 2023 GAAP net revenue increased 52.6% to $5.35 billion GAAP net loss per share was $7.03 GAAP net cash provided by operating activities for the twelve-months ended March 31, 2023 was

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 TAKE-TWO INTERACTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation o

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

EX-4.2 Exhibit 4.2 EXECUTION VERSION TAKE-TWO INTERACTIVE SOFTWARE, INC. and THE BANK OF NEW YORK MELLON, as Trustee 4.950% Senior Notes due 2028 Sixth Supplemental Indenture Dated as of April 14, 2023 to Indenture dated as of April 14, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01. Definitions 1 Section 1.02. Conflicts with Base Inden

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

EX-4.1 Exhibit 4.1 EXECUTION VERSION TAKE-TWO INTERACTIVE SOFTWARE, INC. and THE BANK OF NEW YORK MELLON, as Trustee 5.000% Senior Notes due 2026 Fifth Supplemental Indenture Dated as of April 14, 2023 to Indenture dated as of April 14, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01. Definitions 1 Section 1.02. Conflicts with Base Inden

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 TAKE-TWO INTERACTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation o

Calculation of Filing Fee Tables (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry

EX-FILING FEES Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables 424B5 (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC.

$1,000,000,000 Take-Two Interactive Software, Inc. $500,000,000 5.000% Senior Notes due 2026 $500,000,000 4.950% Senior Notes due 2028

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264153 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) $1,000,000,000 Take-Two Interactive Software, Inc. $500,000,000 5.000% Senior Notes due 2026 $500,000,000 4.950% Senior Notes due 2028 We are offering $500 million aggregate principal amount of our 5.000% Senior Notes due 2026 (the “2026 notes”), and $500 m

Take-Two Interactive Software, Inc. Announces Pricing of $1.0 Billion Senior Notes Offering

EX-99.1 Exhibit 99.1 CONTACT: FOR IMMEDIATE RELEASE (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 TAKE-TWO INTERACTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation o

Underwriting Agreement, dated as of April 10, 2023, by and among the Company, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule 1 thereto.

EX-1.1 Exhibit 1.1 EXECUTION VERSION TAKE-TWO INTERACTIVE SOFTWARE, INC. $500,000,000 5.000% Senior Notes due 2026 $500,000,000 4.950% Senior Notes due 2028 Underwriting Agreement April 10, 2023 J.P. Morgan Securities LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179

Take-Two Interactive Software, Inc. $500,000,000 5.000% Senior Notes due 2026 $500,000,000 4.950% Senior Notes due 2028

FWP Filed Pursuant to Rule 433 Registration Statement No. 333-264153 Pricing Term Sheet April 10, 2023 Take-Two Interactive Software, Inc. $500,000,000 5.000% Senior Notes due 2026 $500,000,000 4.950% Senior Notes due 2028 Pricing Supplement dated April 10, 2023 (this “Pricing Term Sheet”) to the Preliminary Prospectus Supplement dated April 10, 2023 (the “Preliminary Prospectus Supplement”) of Ta

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED APRIL 10, 2023

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264153 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933 but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thes

TTWO / Take-Two Interactive Software Inc / PUBLIC INVESTMENT FUND Passive Investment

SC 13G/A 1 formsc13ga-take.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Take-Two Interactive Software Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 874054109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the a

TTWO / Take-Two Interactive Software Inc / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Take-Two Interactive Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 874054109 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp

TTWO / Take-Two Interactive Software Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02004-taketwointeractiveso.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Take-Two Interactive Software Inc. Title of Class of Securities: Common Stock CUSIP Number: 874054109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the approp

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction On May 23, 2022, Take-Two completed its acquisition of Zynga pursuant to the merger agreement dated January 9, 2022 (as amended on May 4, 2022, the “Merger Agreement").

Filing Fee Table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-3 (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC.

As filed with the Securities and Exchange Commission on February 6, 2023

As filed with the Securities and Exchange Commission on February 6, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 TAKE-TWO INTERAC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 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 001-3400

Take-Two Interactive Software, Inc. Reports Results for Fiscal Third Quarter 2023 GAAP net revenue increased 56% to $1.41 billion GAAP net loss per share was $0.91 GAAP net cash provided by operating activities for the nine-months ended December 31,

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2023 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS

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

Exhibit 3.1 TAKE-TWO INTERACTIVE SOFTWARE, INC. * * * * * FOURTH AMENDED AND RESTATED BYLAWS * * * * * ARTICLE I. OFFICES Section 1.The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2.The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determ

Rollic Completes Acquisition of Mobile Game Developer Popcore Rollic Strengthens its Position as a Leader in Hyper-Casual

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Melissa Foran Senior Manager, Communications Zynga (310) 869-3492 [email protected] Alan Lewis Vice President, Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. (646) 536-2983 [email protected] Rollic Completes Acquisition of Mobile Game Developer Popcore Rollic Strengthens its Position as a Leader in Hyper-Casu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 TAKE-TWO INTERA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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 001-340

Take-Two Interactive Software, Inc. Reports Results for Fiscal Second Quarter 2023 GAAP net revenue increased 62% to $1.4 billion GAAP net loss per share was $1.54 GAAP net cash provided by operating activities for the six-months ended September 30,

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 TAKE-TWO INTERAC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS

Earlier today, we became aware that an unauthorized third party illegally accessed the credentials of one of our vendors to the help desk platform that 2K uses to provide support to our customers. The unauthorized party sent a communication to certai

Exhibit 99.1 Earlier today, we became aware that an unauthorized third party illegally accessed the credentials of one of our vendors to the help desk platform that 2K uses to provide support to our customers. The unauthorized party sent a communication to certain players containing a malicious link. Please do not open any emails or click on any links that you receive from the 2K Games support acc

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporati

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporati

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 TAKE-TWO INTERA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IR

Fiscal 2022 Performance Update We continue to enhance our position as a leading multi-platform developer, broadening our portfolio, capitalizing on diverse business models, improving our infrastructure, and investing in our creative talent The acquis

TAKE-TWO INTERACTIVE SOFTWARE, INC. (NASDAQ: TTWO) Investor Presentation September 2022 Exhibit 99.1 Fiscal 2022 Performance Update We continue to enhance our position as a leading multi-platform developer, broadening our portfolio, capitalizing on diverse business models, improving our infrastructure, and investing in our creative talent The acquisition of Zynga was announced in January 2022 and

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IR

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation

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

Exhibit 10.4 RESTRICTED UNIT AGREEMENT PURSUANT TO THE TAKE-TWO INTERACTIVE SOFTWARE, INC. 2017 STOCK INCENTIVE PLAN This Restricted Unit Agreement (this ?Agreement?), dated as of June 1, 2022, is made by and between Take-Two Interactive Software, Inc. (the ?Company?) and ZMC Advisors, L.P. (the ?Participant?). W I T N E S S E T H: WHEREAS, the Company has adopted the Take-Two Interactive Software

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

Exhibit 10.3 RESTRICTED UNIT AGREEMENT PURSUANT TO THE TAKE-TWO INTERACTIVE SOFTWARE, INC. 2017 STOCK INCENTIVE PLAN This Restricted Unit Agreement (this ?Agreement?), dated as of June 1, 2022, is made by and between Take-Two Interactive Software, Inc. (the ?Company?) and ZMC Advisors, L.P. (the ?Participant?). W I T N E S S E T H: WHEREAS, the Company has adopted the Take-Two Interactive Software

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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 TA

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

Exhibit 10.5 RESTRICTED UNIT AGREEMENT PURSUANT TO THE TAKE-TWO INTERACTIVE SOFTWARE, INC. 2017 STOCK INCENTIVE PLAN This Restricted Unit Agreement (this ?Agreement?), dated as of June 1, 2022, is made by and between Take-Two Interactive Software, Inc. (the ?Company?) and ZMC Advisors, L.P. (the ?Participant?). W I T N E S S E T H: WHEREAS, the Company has adopted the Take-Two Interactive Software

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS E

Take-Two Interactive Software, Inc. Reports Strong Results for Fiscal First Quarter 2023 The Company completed its combination with Zynga on May 23, 2022; first quarter results include Zynga for 39 days of the quarter GAAP net revenue increased 36% t

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.11 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction On May 23, 2022, Take-Two Interactive Software, Inc. (the "Company" or "Take-Two") completed its acquisition of Zynga Inc. ("Zynga") pursuant to the merger agreement dated January 9, 2022, as amended (the "Merger Agreement"). The unaudited pro forma combined balance sheet as of March 31, 2022 gives effect to the combinat

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 lttwo2022defa14a.htm TAKE TWO INTERACTIVE SOFTWARE INC - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for us

PROXY STATEMENT PROPOSAL 1: ELECTION OF DIRECTORS CORPORATE GOVERNANCE AND BOARD PRACTICES Independent Directors PROPOSAL 2: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS COMPENSATION DISCUSSION AND A

DEF 14A 1 lttwo2022def14a.htm TAKE TWO INTERACTIVE SOFTWARE INC - DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for use

364-Day Term Loan Credit Agreement, dated as of June 22, 2022, by Parent, the lender parties thereto, JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference herein to Exhibit 10.1 to the Current Report on Form 8-K filed by Take-Two Interactive Software, Inc. on June 24, 2022).

Exhibit 10.1 Execution Version 364-DAY TERM LOAN CREDIT AGREEMENT dated as of June 22, 2022 among TAKE-TWO INTERACTIVE SOFTWARE, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A. and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent TABLE OF CONTENTS (co

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ZYNGA INC. (Name of Subject Company (Issuer)) Zynga Inc. Take-Two I

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ZYNGA INC. (Name of Subject Company (Issuer)) Zynga Inc. (Issuer) Take-Two Interactive Software, Inc. (Affiliate of Issuer) (Names of Filing Persons (identifying status as offeror, issuer or other person)) 0.25% Co

Take-Two Interactive Software Announces Final Results of Offers to Purchase by Zynga Inc. of Any and All of Zynga’s Outstanding 0.25% Convertible Senior Notes due 2024 and 0% Convertible Senior Notes due 2026

Exhibit 99.1 FOR IMMEDIATE RELEASE TAKE-TWO CONTACTS: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two Interactive Software Announces Final Results of Offers to Pur

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation or

Filing Fee Table.**

Exhibit 107 Calculation of Filing Fee Table Schedule TO-I/A (Form Type) Zynga Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Take-Two Interactive Software, Inc.

Amendment to the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan

Exhibit 99.2 AMENDMENT TO THE AMENDED AND RESTATED TAKE-TWO INTERACTIVE SOFTWARE, INC. 2017 STOCK INCENTIVE PLAN This Amendment (this ?Amendment?) to the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (the ?Plan?), is effective as of the 23rd day of May 2022. WHEREAS, Take-Two Interactive Software, Inc. (the ?Company?) maintains the Plan; and WHEREAS, pursuant t

As filed with the Securities and Exchange Commission on June 3, 2022

S-8 1 d310210ds8.htm S-8 As filed with the Securities and Exchange Commission on June 3, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 51-0350842 (State or other jurisdiction of inco

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ZYNGA INC. (Name of Subject Company (Issuer)) ZYNGA INC. TAKE-TWO IN

SC TO-I/A 1 d361990dsctoia.htm AMENDMENT NO. 1 TO SCHEDULE TO-I SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ZYNGA INC. (Name of Subject Company (Issuer)) ZYNGA INC. (Issuer) TAKE-TWO INTERACTIVE SOFTWARE, INC. (Affiliate of Issuer) (Names of Filing Persons (i

* * *

CORRESP 1 filename1.htm May 31, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Christina Chalk Senior Special Counsel Office of Mergers & Acquisitions Re: ZYNGA INC. Schedule TO-I filed May 23, 2022 Filed by Zynga, Inc. and Take-Two Interactive Software, Inc. SEC File No. 005-86543 Dear Ms. Chalk: On behalf of our

Filing Fee Table.**

Exhibit 107 Calculation of Filing Fee Table Schedule TO-I/A (Form Type) Zynga Inc.

TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and NOMURA GLOBAL FINANCIAL PRODUCTS INC.

Exhibit 99.7 TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and NOMURA GLOBAL FINANCIAL PRODUCTS INC. THIS TERMINATION AGREEMENT (this ?Agreement?) with respect to the Capped Call Confirmations (as defined below) is made as of May 20, 2022, between Zynga Inc. (?Company?) and Nomura Global Financial Products Inc. (?Dealer?). WHEREAS, Company issued $762,000,000 principal amount o

TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and BARCLAYS BANK PLC

Exhibit 99.5 TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and BARCLAYS BANK PLC THIS TERMINATION AGREEMENT (this ?Agreement?) with respect to the Capped Call Confirmations (as defined below) is made as of May 20, 2022, between Zynga Inc. (?Company?) and Barclays Bank plc (?Dealer?). WHEREAS, Company issued $762,000,000 principal amount of 0.00% Convertible Senior Notes due 202

TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and DEUTSCHE BANK AG, LONDON BRANCH

Exhibit 99.6 TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and DEUTSCHE BANK AG, LONDON BRANCH THIS TERMINATION AGREEMENT (this ?Agreement?) with respect to the Capped Call Confirmations (as defined below) is made as of May 20, 2022, between Zynga Inc. (?Company?) and Deutsche Bank AG, London Branch (?Dealer?). DEUTSCHE BANK AG, LONDON BRANCH IS NOT REGISTERED AS A BROKER DEALE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation or

TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and MORGAN STANLEY & CO. LLC

Exhibit 99.2 TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and MORGAN STANLEY & CO. LLC THIS TERMINATION AGREEMENT (this ?Agreement?) with respect to the Capped Call Confirmations (as defined below) is made as of May 20, 2022, between Zynga Inc. (?Company?) and Morgan Stanley & Co. LLC (?Dealer?). WHEREAS, Company issued $600,000,000 principal amount of 0.25% Convertible Senior

Take-Two Interactive Software Announces Offers to Purchase by Zynga Inc. Of Any and All of Zynga’s Outstanding 0.25% Convertible Senior Notes due 2024 and 0% Convertible Senior Notes due 2026

EX-99.10 Exhibit 99.10 FOR IMMEDIATE RELEASE TAKE-TWO CONTACTS: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two Interactive Software Announces Offers to Purchase b

TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and BANK OF AMERICA, N.A.

Exhibit 99.3 TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and BANK OF AMERICA, N.A. THIS TERMINATION AGREEMENT (this ?Agreement?) with respect to the Capped Call Confirmations (as defined below) is made as of May 20, 2022, between Zynga Inc. (?Company?) and Bank of America, N.A. (?Dealer?). WHEREAS, Company issued $600,000,000 principal amount of 0.25% Convertible Senior Notes

TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and GOLDMAN SACHS & CO. LLC

Exhibit 99.1 TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and GOLDMAN SACHS & CO. LLC THIS TERMINATION AGREEMENT (this ?Agreement?) with respect to the Capped Call Confirmations (as defined below) is made as of May 20, 2022, between Zynga Inc. (?Company?) and Goldman Sachs & Co. LLC (?Dealer?). WHEREAS, Company issued $600,000,000 principal amount of 0.25% Convertible Senior N

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

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF TAKE-TWO INTERACTIVE SOFTWARE, INC. Pursuant to Section 242 of the General Corporation Law The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of Take-Two Interactive Software, Inc., r

TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and BANK OF MONTREAL

Exhibit 99.8 TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and BANK OF MONTREAL THIS TERMINATION AGREEMENT (this ?Agreement?) with respect to the Capped Call Confirmations (as defined below) is made as of May 20, 2022, between Zynga Inc. (?Company?) and Bank of Montreal (?Dealer?) through its agent BMO Capital Markets Corp (?Agent?), solely in connection with Rule 15a-6 of the

Take-Two Interactive Software, Inc. Completes Combination with Zynga Inc.

Exhibit 99.9 FOR IMMEDIATE RELEASE TAKE-TWO CONTACTS: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two Interactive Software, Inc. Completes Combination with Zynga I

TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and GOLDMAN SACHS & CO. LLC

Exhibit 99.4 TERMINATION AGREEMENT dated as of May 20, 2022 Between ZYNGA INC. and GOLDMAN SACHS & CO. LLC THIS TERMINATION AGREEMENT (this ?Agreement?) with respect to the Capped Call Confirmations (as defined below) is made as of May 20, 2022, between Zynga Inc. (?Company?) and Goldman Sachs & Co. LLC (?Dealer?). WHEREAS, Company issued $762,000,000 principal amount of 0.00% Convertible Senior N

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

Exhibit 10.1 CREDIT AGREEMENT dated as of May 23, 2022 among TAKE-TWO INTERACTIVE SOFTWARE, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC. and BNP PARIBAS, as Joint Lead Arrangers and Joint Bookrunners and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent TABLE OF CONTENTS (con

Offer to Purchase and Notice of Fundamental Change, Make-Whole Fundamental Change, Share Exchange Event, Settlement Method and Entry into Supplemental Indenture to Holders of 0.00% Convertible Senior Notes due 2026, dated May 23, 2026.*

Exhibit (a)(1)(ii) OFFER TO PURCHASE AND NOTICE OF FUNDAMENTAL CHANGE, MAKE-WHOLE FUNDAMENTAL CHANGE, SHARE EXCHANGE EVENT, SETTLEMENT METHOD AND ENTRY INTO SUPPLEMENTAL INDENTURE TO HOLDERS OF 0.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Schedule TO (Form Type) Zynga Inc. (Name of Subject Company (Issuer)) Zynga Inc. (Issuer) Take-Two Interactive Software, Inc. (Affiliate of Issuer) (Names of Filing Person (Issuer)) Table 1: Transaction Valuation Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $1,564,605,417(1) 0.00927% $145,038.92(2) Fees Previously Paid $0.00 $0.00

Press Release, dated May 23, 2022, announcing tender offer for Zynga Inc.’s 0.25% Convertible Senior Notes due 2024 and 0.00% Convertible Senior Notes due 2026.*

EX-99.(A)(5) 4 d334851dex99a5.htm EX-99.(A)(5) Exhibit (a)(5) TAKE-TWO CONTACTS: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two Interactive Software Announces Off

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ZYNGA INC. (Name of Subject Company (Issuer)) ZYNGA INC. TAKE-TWO INTERACTIVE SOFTW

SC TO-I 1 d334851dsctoi.htm SC TO-I SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ZYNGA INC. (Name of Subject Company (Issuer)) ZYNGA INC. (Issuer) TAKE-TWO INTERACTIVE SOFTWARE, INC. (Affiliate of Issuer) (Names of Filing Persons (identifying status as offeror, issuer or other

Offer to Purchase and Notice of Fundamental Change, Make-Whole Fundamental Change, Share Exchange Event, Settlement Method and Entry into Supplemental Indenture to Holders of 0.25% Convertible Senior Notes due 2024, dated May 23, 2022.*

EX-99.(A)(1)(I) 2 d334851dex99a1i.htm EX-99.(A)(1)(I) Table of Contents Exhibit (a)(1)(i) OFFER TO PURCHASE AND NOTICE OF FUNDAMENTAL CHANGE, MAKE-WHOLE FUNDAMENTAL CHANGE, SHARE EXCHANGE EVENT, SETTLEMENT METHOD AND ENTRY INTO SUPPLEMENTAL INDENTURE TO HOLDERS OF 0.25% CONVERTIBLE SENIOR NOTES DUE 2024 OF ZYNGA INC. CUSIP NUMBER: 98986T AB4 Reference is hereby made to that certain Indenture, date

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 TAKE-TWO INTERACTIVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34003 51-0350842 (State or Other Jurisdiction of Incorporation) (Commi

Take-Two Interactive Software, Inc. and Zynga Inc. Stockholders Approve Proposals Related to Pending Transaction

Exhibit 99.1 FOR IMMEDIATE RELEASE TAKE-TWO CONTACTS: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs (646) 536-3005 (646) 536-2983 [email protected] [email protected] ZYNGA CONTACTS: (Corporate Press) Kenny Johnston Director Communicatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34003 51-0350842 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2022 TAKE-TWO INTERACTIVE

425 1 d357904d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation or

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, 2022 OR ☐ Transition Report Pursuant to Secti

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, 2022 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 SOFTWA

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of Take-Two Interactive Software, Inc. Name Jurisdiction of Incorporation 2K Czech, s.r.o. Czech Republic 2K Games (Chengdu) Co., Ltd. China 2K Games Dublin Limited Ireland 2K Games Madrid S.L. Spain 2K Games (Shanghai) Co., Ltd. China 2K Games, Inc. Delaware 2K, Inc. New York 2K Marin, Inc. Delaware 2K Play, Inc. Delaware 2K Games Songs LLC Delaware 2K Games Sounds LLC D

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction (Commission (IRS Emp

Take-Two Interactive Software, Inc. Reports Strong Results for Fiscal Year 2022 GAAP net revenue increased 4% to $3.50 billion GAAP net income per diluted share was $3.58 GAAP net cash provided by operating activities for the twelve-months ended Marc

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

Second Amendment to the Agreement and Plan of Merger, dated as of May 4, 2022, by and among Take-Two Interactive Software, Inc., Zebra MS I, Inc., Zebra MS II, Inc. and Zynga Inc. (incorporated by reference herein to Exhibit 2.1 of Zynga Inc.’s Current Report on Form 8-K filed on May 5, 2022).

Exhibit 2.1 Execution Version SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this ?Second Amendment?), dated as of May 4, 2022, is by and among Take-Two Interactive Software, Inc., a Delaware corporation (?Parent?), Zebra MS I, Inc., a Delaware corporation and a direct Wholly Owned Subsidiary of Parent (?Merger Sub 1?), Zebra MS II,

Management Agreement, dated as of May 2, 2022, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation (1).

EX-10.1 3 d356480dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of May 3, 2022, which shall become effective on the date of the closing of the Combination (as defined below, such date, the “Effective Date”), is by and between ZelnickMedia Corporation, a New York corporation (“ZelnickMedia”), and Take-Two Interactive Sof

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 TAKE-TWO INTERACTIVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation or o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation or o

Filed by

425 1 d283564d425.htm 425 Filed by Take-Two Interactive Software, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following communication was first made available on May 3, 2022 to employees of Take-Two Interactive Software, Inc. Team – As par

Second Supplemental Indenture, dated as of April 14, 2022, between the Company and The Bank of New York Mellon, as Trustee.

EX-4.3 4 d318198dex43.htm EX-4.3 Exhibit 4.3 TAKE-TWO INTERACTIVE SOFTWARE, INC. and THE BANK OF NEW YORK MELLON, as Trustee 3.550% Senior Notes due 2025 Second Supplemental Indenture Dated as of April 14, 2022 to Indenture dated as of April 14, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01. Definitions 1 Section 1.02. Conflicts with B

Fourth Supplemental Indenture, dated as of April 14, 2022, between the Company and The Bank of New York Mellon, as Trustee.

Exhibit 4.5 TAKE-TWO INTERACTIVE SOFTWARE, INC. and THE BANK OF NEW YORK MELLON, as Trustee 4.000% Senior Notes due 2032 Fourth Supplemental Indenture Dated as of April 14, 2022 to Indenture dated as of April 14, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01. Definitions 1 Section 1.02. Conflicts with Base Indenture 7 ARTICLE 2 FORM OF

First Supplemental Indenture, dated as of April 14, 2022, between the Company and The Bank of New York Mellon, as Trustee.

EX-4.2 3 d318198dex42.htm EX-4.2 Exhibit 4.2 TAKE-TWO INTERACTIVE SOFTWARE, INC. and THE BANK OF NEW YORK MELLON, as Trustee 3.300% Senior Notes due 2024 First Supplemental Indenture Dated as of April 14, 2022 to Indenture dated as of April 14, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01. Definitions 1 Section 1.02. Conflicts with Ba

Base Indenture, dated as of April 14, 2022, between the Company and The Bank of New York Mellon, as Trustee.

EX-4.1 2 d318198dex41.htm EX-4.1 Exhibit 4.1 TAKE-TWO INTERACTIVE SOFTWARE, INC. and THE BANK OF NEW YORK MELLON, Trustee Indenture Dated as of April 14, 2022 Debt Securities CROSS -REFERENCE TABLE Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: TIA Section Indenture Section 310 (a)(1) 6.10 (a)(2) 6.10 (a)(3) N.A. (a)(4) N.A.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation o

Third Supplemental Indenture, dated as of April 14, 2022, between the Company and The Bank of New York Mellon, as Trustee.

EX-4.4 5 d318198dex44.htm EX-4.4 Exhibit 4.4 TAKE-TWO INTERACTIVE SOFTWARE, INC. and THE BANK OF NEW YORK MELLON, as Trustee 3.700% Senior Notes due 2027 Third Supplemental Indenture Dated as of April 14, 2022 to Indenture dated as of April 14, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01. Definitions 1 Section 1.02. Conflicts with Ba

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation or

Filing Fee Table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-3 (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC.

Take-Two Interactive Software, Inc. Announces Pricing of $2.7 Billion Senior Notes Offering

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected] Take-Two

Underwriting Agreement, dated as of April 7, 2022, by and among the Company, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule 1 thereto.

Exhibit 1.1 Execution Version TAKE-TWO INTERACTIVE SOFTWARE, INC. $1,000,000,000 3.300% Senior Notes due 2024 $600,000,000 3.550% Senior Notes due 2025 $600,000,000 3.700% Senior Notes due 2027 $500,000,000 4.000% Senior Notes due 2032 Underwriting Agreement April 7, 2022 J.P. Morgan Securities LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 here

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

EX-10.2 3 d313669dex102.htm EX-10.2 Exhibit 10.2 EXECUTION COPY RESTRICTED UNIT AGREEMENT PURSUANT TO THE TAKE-TWO INTERACTIVE SOFTWARE, INC. 2017 STOCK INCENTIVE PLAN This Restricted Unit Agreement (this “Agreement”), dated as of April 13, 2022, is made by and between Take-Two Interactive Software, Inc. (the “Company”) and ZelnickMedia Corporation (the “Participant”). W I T N E S S E T H: WHEREAS

As filed with the Securities and Exchange Commission on April 13, 2022

Table of Contents As filed with the Securities and Exchange Commission on April 13, 2022 Registration No.

$2,700,000,000 Take-Two Interactive Software, Inc. $1,000,000,000 3.300% Senior Notes due 2024 $600,000,000 3.550% Senior Notes due 2025 $600,000,000 3.700% Senior Notes due 2027 $500,000,000 4.000% Senior Notes due 2032

424B5 1 d333799d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264153 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) $2,700,000,000 Take-Two Interactive Software, Inc. $1,000,000,000 3.300% Senior Notes due 2024 $600,000,000 3.550% Senior Notes due 2025 $600,000,000 3.700% Senior Notes due 2027 $500,000,000 4.000% Senior Notes due 2032 We are off

Calculation of Filing Fee Tables (Form Type) Take-Two Interactive Software, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry

EX-FILING FEES 2 d333799dexfilingfees.htm EX-FILING FEES EX-FILING FEES Calculation of Filing Fee Tables 424B5 (Form Type) Take-Two Interactive Software, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED APRIL 7, 2022

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264153 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933 but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these secu

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Table of Contents Filed Pursuant to Rule 424(B)(3) Registration No. 333-263511 MERGER PROPOSAL?YOUR VOTE IS VERY IMPORTANT Dear Take-Two Stockholders and Zynga Stockholders: On January 9, 2022, Take-Two Interactive Software, Inc., which is referred to as ?Take-Two,? Zebra MS I, Inc., a wholly owned subsidiary of Take-Two, which is referred to as ?Merger Sub 1,? Zebra MS II, Inc., a wholly owned su

Take-Two Interactive Software, Inc. $1,000,000,000 3.300% Senior Notes due 2024 $600,000,000 3.550% Senior Notes due 2025 $600,000,000 3.700% Senior Notes due 2027 $500,000,000 4.000% Senior Notes due 2032

FWP 1 d336405dfwp.htm FWP Filed Pursuant to Rule 433 Registration Statement No. 333-264153 Pricing Term Sheet April 7, 2022 Take-Two Interactive Software, Inc. $1,000,000,000 3.300% Senior Notes due 2024 $600,000,000 3.550% Senior Notes due 2025 $600,000,000 3.700% Senior Notes due 2027 $500,000,000 4.000% Senior Notes due 2032 Pricing Supplement dated April 7, 2022 (this “Pricing Term Sheet”) to

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

Exhibit 4.1 TAKE-TWO INTERACTIVE SOFTWARE, INC. and THE BANK OF NEW YORK MELLON, Trustee Indenture Dated as of [ ] Debt Securities CROSS -REFERENCE TABLE Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: TIA Section Indenture Section 310 (a)(1) 6.10 (a)(2) 6.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 6.10 (b) 6.8; 6.10 (c) N.A. 311 (a) 6

Form of Proxy Card for Special Meeting of Zynga Inc.

Exhibit 99.6 PRELIMINARY ? SUBJECT TO COMPLETION SPECIAL MEETING OF STOCKHOLDERS OF ZYNGA INC. May 19, 2022 PROXY VOTING INSTRUCTIONS VOTE BY INTERNET Before The Meeting - Access www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. Vote online until 11:59 PM ET on Wednesday, May 18, 2022. Duri

Registration Statement on Form S-4

S-4/A 1 d420326ds4a.htm S-4/A Table of Contents As filed with the Securities and Exchange Commission on April 5, 2022 Registration No. 333-263511 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delawar

Form of Proxy Card for Special Meeting of Take-Two Interactive Software, Inc.

Exhibit 99.5 SCAN TO VIEW MATERIALS & VOTE TAKE-TWO INTERACTIVE SOFTWARE, INC. ATTN: INVESTOR RELATIONS 110 WEST 44TH STREET NEW YORK, NY 10036 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 18, 2022. Have your proxy ca

- 1 -

Exhibit 99.2 For purposes of this Exhibit 99.2, (i) all references to ?Zynga,? ?we,? ?our? and ?us? refer to Zynga Inc. and its subsidiaries and (ii) all terms used and not otherwise defined have the meanings ascribed to them in Zynga?s Annual Report on Form 10-K for the year ended December 31, 2021 (the ?Zynga 10-K?). For the avoidance of doubt, the Zynga 10-K is not incorporated by reference int

Filing Fee Table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-3 (Form Type) TAKE-TWO INTERACTIVE SOFTWARE, INC.

Filing Fee Table

EX-FILING FEES 10 d420326dexfilingfees.htm EX-FILING FEES Exhibit 107 Form S-4 (Form Type) Take-Two Interactive Software, Inc. (Exact Name of Registrant as Specified in its Charter) Calculation of Filing Fee Tables Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Uni

Consent of Goldman Sachs & Co. LLC

Exhibit 99.2 200 West Street | New York, NY 10282-2198 Tel: 212-902-1000 | Fax: 212-902-3000 April 5, 2022 Board of Directors Zynga Inc. 699 8th Street San Francisco, California 94103 Re: Amendment No. 1 to the Registration Statement on Form S-4 of Take-Two Interactive Software, Inc., filed April 5, 2022 (the ?Registration Statement?) Ladies and Gentlemen: Reference is made to our opinion letter,

Consent of LionTree Advisors LLC

Exhibit 99.3 Consent of Lion Tree Advisors LLC We hereby consent (i) the inclusion of our opinion letter dated January 9, 2022, to the special committee of the Board of Directors of Take-Two Interactive Software, Inc. (?Take-Two?) as Annex C to the joint proxy statement/prospectus which forms a part of the registration statement on Form S-4, filed with the Securities and Exchange Commission as of

Consent of J.P. Morgan Securities LLC

EX-99.4 7 d420326dex994.htm EX-99.4 Exhibit 99.4 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated January 9, 2022 to the Board of Directors of Take-Two Interactive Software, Inc. (the “Company”) included in Annex B to the Proxy Statement/Prospectus which forms a part of the registration statement on Form S-4 relating to the proposed merger of the C

Zynga Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No. Reports of Independent Registered Public Accounting Firm 1 Consolidated Financial Statements Consolidated Balance Sheets 6 Consolidated Statements of Operations 7 Consolidated Statements

EX-99.1 2 d342728dex991.htm EX-99.1 Exhibit 99.1 Zynga Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No. Reports of Independent Registered Public Accounting Firm 1 Consolidated Financial Statements Consolidated Balance Sheets 6 Consolidated Statements of Operations 7 Consolidated Statements of Comprehensive Income (Loss) 8 Consolidated Statements of Stockholders’ Equity 9 Consolidated State

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation or

Statement of Eligibility of The Bank of New York Mellon, as trustee, on Form T-1 for the form of Indenture between the Company and The Bank of New York Mellon.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

TAKE-TWO INTERACTIVE SOFTWARE, INC. 110 West 44th Street New York, New York 10036

TAKE-TWO INTERACTIVE SOFTWARE, INC. 110 West 44th Street New York, New York 10036 April 6, 2022 VIA EDGAR AND E-MAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington D.C. 20549 Attention: Matthew Crispino Re: Take-Two Interactive Software, Inc. Registration Statement on Form S-4 (Registration No. 333-263511) Dear Mr. Crispino: Pursuant to Rule 461 pr

As filed with the Securities and Exchange Commission on April 6, 2022

Table of Contents As filed with the Securities and Exchange Commission on April 6, 2022 Registration No.

Consent of J.P. Morgan Securities LLC

Exhibit 99.4 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated January 9, 2022 to the Board of Directors of Take-Two Interactive Software, Inc. (the ?Company?) included in Annex B to the Proxy Statement/Prospectus which forms a part of the registration statement on Form S-4 relating to the proposed merger of the Company and Zynga Inc., and (ii) the

Consent of Goldman Sachs & Co. LLC

Exhibit 99.2 200 West Street | New York, NY 10282-2198 Tel: 212-902-1000 | Fax: 212-902-3000 March 11, 2022 Board of Directors Zynga Inc. 699 8th Street San Francisco, California 94103 Re: Initially Filed Registration Statement on Form S-4 of Take-Two Interactive Software, Inc., filed March 11, 2022 (the ?Registration Statement?) Ladies and Gentlemen: Reference is made to our opinion letter, dated

Amendment to the Agreement and Plan of Merger, dated as of March 10, 2022, by and among Take-Two Interactive Software, Inc., Zebra MS I, Inc., Zebra MS II, Inc. and Zynga Inc. (incorporated by reference herein to Exhibit 2.2 of Take-Two Interactive Software, Inc.’s Registration Statement on Form S-4 filed on March 14, 2022).

Exhibit 2.2 FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this ?Amendment?), dated as of March 10, 2022, is by and among Take-Two Interactive Software, Inc., a Delaware corporation (?Parent?), Zebra MS I, Inc., a Delaware corporation and a direct Wholly Owned Subsidiary of Parent (?Merger Sub 1?), Zebra MS II, Inc., a Delaware corpora

Form of Proxy Card for Special Meeting of Take-Two Interactive Software, Inc.

Exhibit 99.5 PRELIMINARY?SUBJECT TO COMPLETION TAKE-TWO INTERACTIVE SOFTWARE, INC. ATTN: INVESTOR RELATIONS 110 WEST 44TH STREET NEW YORK, NY 10036 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on , 2022. Have your proxy card in hand when you access the

Amended and Restated Commitment Letter, dated as of January 28, 2022 by and among JPMorgan Chase Bank, N.A., and Take-Two Interactive Software, Inc.

Exhibit 99.1 Execution Version JPMORGAN CHASE BANK, N.A. WELLS FARGO BANK, NATIONAL 383 Madison Avenue ASSOCIATION New York, New York 10179 WELLS FARGO SECURITIES, LLC 550 South Tryon Street Charlotte, North Carolina 28202 BANK OF AMERICA, N.A. BNP PARIBAS HSBC BANK USA, BOFA SECURITIES, INC. BNP PARIBAS SECURITIES NATIONAL ASSOCIATION One Bryant Park CORP. HSBC SECURITIES (USA) New York, New York

Power of Attorney (previously included on the signature page of this registration statement)

Table of Contents As filed with the Securities and Exchange Commission on March 11, 2022 Registration No.

Filing Fee Table

Exhibit 107 Form S-4 (Form Type) Take-Two Interactive Software, Inc. (Exact Name of Registrant as Specified in its Charter) Calculation of Filing Fee Tables Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regi

Consent of LionTree Advisors LLC

Exhibit 99.3 Consent of LionTree Advisors LLC We hereby consent (i) the inclusion of our opinion letter dated January 9, 2022, to the special committee of the Board of Directors of Take-Two Interactive Software, Inc. (?Take-Two?) as Annex C to the joint proxy statement/prospectus which forms a part of the registration statement on Form S-4, filed with the Securities and Exchange Commission as of t

TTWO / Take-Two Interactive Software Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01995-taketwointeractiveso.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Take-Two Interactive Software Inc. Title of Class of Securities: Common Stock CUSIP Number: 874054109 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the approp

by Take-Two Interactive

425 1 d271923d425.htm 425 Filed by Take-Two Interactive Software, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following is an excerpt from a portion of the transcript of Take-Two Interactive Software, Inc.’s earnings call to discuss financ