UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): August 7, 2025

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~~	001-34003	~~51-0350842~~	51-0350842
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

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

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 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 ☐

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 82.~~01.~~02 ~~Other~~Results ~~Events.~~of Operations and Financial Condition

On ~~May~~August 207, 2025, Take-Two Interactive Software, Inc. (the “Company”) ~~entered~~issued ~~into~~a anpress ~~underwriting~~release ~~agreement~~announcing (the ~~“Underwriting~~financial ~~Agreement”),~~results byof ~~and among~~ the Company ~~and~~for ~~J.P.~~its ~~Morgan~~first ~~Securities~~fiscal ~~LLC~~quarter ~~and~~ended ~~Goldman Sachs~~June &30, Co2025. A ~~LLC,~~copy ~~as representatives (the “Representatives”)~~ of the ~~several~~press ~~underwriters~~release ~~listed~~is onattached ~~Schedule 1 thereto (the “Underwriters”), pursuant~~ to ~~which~~this ~~the~~Current ~~Company~~Report ~~has~~as ~~agreed to sell 4,750,000 shares (the “Underwritten Shares”) of its common stock, $0~~Exhibit 99.011 par value (the “Common Stock”) at a price to the public of $225.00 per share. Pursuant to the terms of the Underwriting Agreement, the Company has also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 712,500 shares of Common Stock (the “Option Shares” and ~~together~~is ~~with~~incorporated ~~the~~by ~~Underwritten~~reference ~~Shares, the “Shares”)~~herein. ~~On May 21, 2025, the Underwriters exercised their option to purchase all of the Option Shares in full.~~

The ~~Underwriting~~information ~~Agreement~~included ~~contains~~in ~~customary~~this ~~representations~~Current ~~and~~Report ~~warranties~~on ofForm 8-K, ~~the~~including ~~parties~~Exhibit 99.1 hereto, ~~and~~that ~~indemnification~~is ~~and~~furnished ~~contribution~~pursuant ~~provisions~~to ~~under~~this ~~which~~Item ~~the~~2.02 ~~Company~~shall ~~has~~not ~~agreed~~be deemed to ~~indemnify~~be “filed” for the ~~Underwriters~~purposes ~~against~~of ~~certain~~Section 18 ~~liabilities~~of the Securities Exchange Act of 1934, ~~including~~as amended, or otherwise subject to the liabilities ~~under~~of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In ~~The~~addition, ~~representations~~the information included in this Current Report on Form 8-K, ~~warranties~~including Exhibit 99.1 hereto, ~~and~~that ~~covenants~~is ~~contained~~furnished inpursuant ~~the~~to ~~Underwriting~~this ~~Agreement~~Item ~~were~~2.02 ~~made~~shall ~~only~~not ~~for~~be ~~purposes~~incorporated ofby ~~such~~reference ~~agreement~~into ~~and~~any asfiling of ~~specific~~the ~~dates~~Company, ~~were~~whether ~~solely~~made ~~for~~before or after the ~~benefit~~date hereof, regardless of ~~the~~any ~~parties~~general toincorporation ~~such~~language ~~agreement~~in ~~and~~such ~~may~~filing, beunless ~~subject~~expressly toincorporated ~~limitations~~by ~~agreed~~specific ~~upon~~reference byinto such ~~parties~~filing.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated by reference herein. The Shares are being offered pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-284748) filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2025, as supplemented by a prospectus supplement dated May 20, 2025. A copy of the Opinion of Willkie Farr & Gallagher LLP relating to the legality of the issuance and sale of Common Stock in the offering is attached hereto as Exhibit 5.1. The sale of the Shares pursuant to the Underwriting Agreement closed on May 22, 2025.

On May 20, 2025, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Forward-Looking Statements

Statements contained herein that are not historical facts are considered forward-looking statements under federal securities laws and may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance. Such forward-looking statements are based on the current beliefs of our management as well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including risks relating to the timely release and significant market acceptance of our games; risks relating to conducting business internationally, including as a result of unforeseen geopolitical events; the impact of changes in interest rates by the Federal Reserve and other central banks, including on our short-term investment portfolio; the impact of inflation; volatility in foreign currency exchange rates; our dependence on key management and product development personnel; our dependence on our NBA 2K and Grand Theft Auto products and our ability to develop other hit titles; our ability to leverage opportunities on PlayStation®5 and Xbox Series X|S; factors affecting our mobile business, such as player acquisition costs; and the ability to maintain acceptable pricing levels on our games.

Other important factors and information are contained in the Company’s most recent Annual Report on Form 10-K, including the risks summarized in the section entitled “Risk Factors,” and the Company’s other periodic filings with the SEC. All forward-looking statements are qualified by these cautionary statements and apply only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits


(d)	Exhibits:

	99.1	Press Release dated August 7 , 2025 relating to Take-Two Interactive Software, Inc.’s financial results for its first fiscal quarter ended June 30, 2025
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBITNO.		DESCRIPTION
1.1		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
5.1		Opinion of Willkie Farr & Gallagher LLP
23.1		Consent of Willkie Farr & Gallagher LLP (included in the opinion filed as Exhibit 5.1)
99.1		Press Release, dated May 20, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

Date: May 22, 2025


	TAKE-TWO INTERACTIVE SOFTWARE, INC.
	(Registrant)


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


Date: August 7, 2025

~~TAKE-TWO INTERACTIVE SOFTWARE, INC. By: /s/ Matthew Breitman Name: Matthew Breitman Title: Senior Vice President, General Counsel Americas & Corporate Secretary~~3

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