UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d)

of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August 29~~September 10, 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)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


110 West 44^th Street, New York, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 536-2842

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	TradingSymbol	Name of each exchangeon which registered
Common Stock, $0.01 par value	TTWO	NASDAQ Global Select Market
Common Stock, $.01 par value	TTWO	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ~~Emerging growth company ☐~~

Emerging growth company ☐

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

Item ~~5.02.~~ ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~8.01 Other Events

~~Adoption~~Effective September 10, 2025, senior management and certain members of ~~Nonqualified~~the ~~Deferred~~Board ~~Compensation~~of ~~Plan~~Directors of Take-Two Interactive Software, Inc. (the “Company”) will begin using the materials included in Exhibit 99.1 to this report (the “Investor Presentation”) in connection with presentations to existing shareholders of the Company.

OnThe ~~August 29,~~Investor ~~2025,~~Presentation ~~the~~is ~~Compensation~~incorporated ~~Committee~~into ~~(the~~this ~~“Committee”)~~Item ~~of the Board of Directors (the “Board”) of Take-Two Interactive Software, Inc~~8.01 ~~(the~~by “Company”) approved a form of a nonqualified deferred compensation plan for certain key employees, including the Company’s named executive officers, with such plan to be named the Take-Two Interactive Software, Increference. ~~Deferred Compensation Plan (the “Plan”), to be effective on September 1, 2025.~~

~~The~~Cautionary ~~Plan~~Note isRegarding ~~an unfunded arrangement intended to be a “top~~Forward-~~hat”~~Looking ~~plan~~Statements for the purposes of providing deferred compensation for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended ( “ERISA”). The Plan is therefore intended to be exempt from the participation, vesting, funding and fiduciary requirements set forth in Title I of ERISA, and is also intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The obligations of the Company under the Plan will be general unsecured obligations of the Company to pay deferred compensation in the future to eligible participants in accordance with the terms of the Plan from the general assets of the Company, although the Company intends to establish a revocable trust to hold amounts which the Company may use to satisfy Plan distributions from time to time. The establishment of such a trust shall in no way deem the Plan to be “funded” for purposes of ERISA or the Code. The Committee has delegated its authority to a committee of senior executives to act as Administrator as defined in and as set forth in the Plan, subject to applicable law.

~~Pursuant~~The statements contained in the Investor Presentation in Exhibit 99.1 which are not historical facts, including statements relating to Take-Two Interactive Software, Inc.’s (“Take-Two,” the ~~Plan~~“Company,” a“we,” ~~select~~“us,” ~~group~~or similar pronouns) outlook, are considered forward-looking statements under federal securities laws and may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” or words of Usimilar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance.S. Such forward-looking statements are based ~~employees~~on the current beliefs of our management as well as ~~directors~~assumptions ofmade ~~the~~by ~~Company~~and ~~will~~information becurrently ~~eligible~~available to ~~participate~~them, inwhich ~~the~~are ~~Plan.~~subject ~~Eligible~~to ~~Plan~~inherent ~~participants~~uncertainties, risks, and changes in circumstances that are ~~employees~~difficult ~~participate~~to inpredict. ~~the~~Actual ~~Plan~~outcomes byand ~~making~~results anmay ~~irrevocable~~vary ~~election~~materially tofrom ~~defer~~these upforward-looking tostatements ~~50%~~based ofon ~~base~~a ~~salary~~variety of risks and upuncertainties including risks relating to ~~90%~~the oftimely ~~any~~release ~~annual~~and ~~cash~~significant ~~bonus.~~market ~~Eligible~~acceptance ~~Plan~~of ~~participants~~our ~~that~~games; ~~are~~the ~~directors~~risks ~~can~~of ~~make~~conducting anbusiness ~~irrevocable~~internationally, ~~election~~including toas ~~defer~~a upresult toof ~~100%~~unforeseen geopolitical events; the impact of ~~any~~changes ~~cash~~in ~~board~~interest ~~retainers~~rates by the Federal Reserve and ~~meeting~~other ~~fees.~~central Abanks, ~~participant~~including ~~will~~on beour ~~100%~~short-term ~~vested~~investment atportfolio; ~~all~~the ~~times~~impact of inflation; volatility in ~~their~~foreign ~~account~~currency ~~within~~exchange ~~the~~rates; ~~Plan.~~our ~~The~~dependence ~~Company~~on ~~will~~key ~~not~~management ~~provide~~and ~~any~~product ~~matching~~development ~~contributions~~personnel; our dependence on our NBA 2K and Grand Theft Auto products and our ability to develop other hit titles; our ability to leverage opportunities on PlayStation®5 and Xbox Series X|S; factors affecting our mobile business, such as player acquisition costs; and the ~~Plan~~ability to maintain acceptable pricing levels on ~~any~~our ~~participant’s~~games; ~~behalf.~~and ~~The~~other ~~Company~~risks ~~may~~included ~~provide~~herein; ~~discretionary~~as ~~contributions~~well as, but not limited to, the ~~Plan~~risks atand ~~such~~uncertainties ~~times~~discussed ~~and~~under the heading “Risk Factors” included in ~~such~~Part ~~amounts~~I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025; and our other periodic filings with the Securities and Exchange Commission. All forward-looking statements are qualified by these cautionary statements and speak only as itof ~~may~~the ~~elect~~date ~~from~~they ~~time~~are made. We undertake no obligation to ~~time~~update any forward-looking statement, whether as a result of new information, future events, or otherwise.

~~Payment~~Item ~~of Plan accounts will occur consistent with an applicable participant’s election~~9.01 ~~The~~Financial ~~Company~~Statements will require a six-month delay in the payment of Plan benefits if the participant is a “specified employee” pursuant to Section 409A of the Code at the time of such specified employee’s separation from service with the Company and ~~its affiliates.~~ Exhibits

~~The~~(d) Exhibits: Company may, at any time, in its sole discretion, terminate the Plan or amend or modify the Plan, in whole or in part, except that no such termination, amendment or modification shall have any retroactive effect to reduce any amounts deemed to be accrued and vested prior to such amendment.

The foregoing description is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibits 10.1 and 10.2, collectively, and incorporated into this Current Report on Form 8-K by reference.


99.1		Investor presentation materials to be used beginning September 10, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item 9.01.~~2 ~~Financial Statements and Exhibits.~~

(d) Exhibits

Exhibit Number		Description
10.1		Take-Two Interactive Software, Inc. Deferred Compensation Plan
10.2		Take-Two Interactive Software, Inc. Deferred Compensation Plan Adoption Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Registrant)

By:		/s/ Matthew Breitman
		Matthew Breitman
		Senior Vice President, General Counsel Americas & Corporate Secretary

Date: September 5 10, 2025

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