The Take-Two Form 4s Landed, and One Held a Second Sale

Four days ago this desk published two Form 144 notices from Take-Two officers and said plainly that a Form 144 is not a record that a sale happened, that the confirming Form 4s had not been filed, and that one would ordinarily be due around 4 September. We flagged it as a checkable follow-up. Here is the check. Both Form 4s were filed on Friday 4 September 2026. We were right to wait, and the waiting turned up something we had not flagged. Closing our own follow-up CONFIRMED, from EDGAR. The submissions JSON for CIK 0000946581, HTTP 200 at 158,160 bytes, fetched 03:00:22 UTC on 7 September 2026, confirms the entity as Take-Two Interactive Software Inc, ticker TTWO, Nasdaq, SIC 7372, fiscal year end 0331. Accession 0000946581-26-000077, Form 4, filed 4 September, EDGAR acceptance 2026-09-04T20:04:52.000Z, period of report 2 September, form4.xml at 3,808 bytes. Reporting owner Lainie Goldstein, CIK 0001399513, officer, Chief Financial Officer. Accession 0000946581-26-000079, Form 4, filed 4 September, acceptance 2026-09-04T20:06:47.000Z, period 2 September, form4.xml at 5,379 bytes. Reporting owner Daniel P. Emerson, CIK 0001623654, officer, Chief Legal Officer. Both documents were fetched directly at 03:00:41 UTC, HTTP 200, at the byte counts stated. The transactions reported, which is what a Form 4 is for: Goldstein, 2 September, code S, 1,335 shares at $217.65, 282,039 shares owned following the transaction, direct. Emerson, 2 September, code S, 917 shares at $217.65, 113,071 shares owned following, direct. Emerson, 3 September, code S, 744 shares at $217.03, 112,327 shares owned following, direct. Both filings carry the affirmative Rule 10b5-1(c) flag. Both carry an identical verbatim footnote on the 2 September sales: This sale was effected pursuant to a Rule 10b5-1 "sell to cover" election made by the Reporting Person for the sole purpose to satisfy the Reporting Person's tax withholding obligation upon the settlement of previously granted restricted units. This sale does not represent a discretionary trade by the Reporting Person. The line nobody flagged That third bullet is the new material. Emerson's Form 4 carries a second transaction line, on 3 September, and it is a different animal. Its footnote, verbatim: Sale of shares pursuant to Rule 10b5-1 trading plan adopted on March 3, 2026. So: not sell-to-cover, not tax withholding, but a sale under a trading plan. A third Form 144 covers it, accession 0001959173-26-006677, filed 3 September, acceptance 2026-09-03T13:57:35.000Z, primary_doc.xml at 5,308 bytes, fetched 03:00:49 UTC. It names Emerson, relationship Officer, broker Fidelity Brokerage Services LLC of 900 Salem Street, Smithfield RI, 744 units, aggregate market value $161,470.32, shares outstanding stated as 186,980,443, approximate sale date 09/03/2026, securities acquired 09/01/2026 by "Restricted Stock Vesting" from the issuer with nature of payment "Compensation", and plan adoption date 03/03/2026. A 10b5-1 plan adopted in March 2026 is a scheduled instruction and it is not evidence of a view about anything happening in September. That is the whole point of the mechanism: you set the instruction in advance, at a time when you are permitted to, and it executes on its own schedule. A sale on 3 September under a plan adopted on 3 March tells you what the plan said in March. It does not tell you what anybody thought in September, and anyone reading it as a signal about the launch is reading a calendar as an opinion. One more thing worth saying about the size of these stakes. Emerson's holdings footnote reads that his 112,327 shares include "(i) 1,040 shares of Common Stock, (ii) 18,075 unvested time-based restricted stock units and (iii) 93,212 unvested performance-based restricted stock units", which "will vest, or fail to vest, in accordance with the terms of the applicable award agreements". Goldstein's reads 118,250 shares of common stock, 26,659 unvested time-based units and 137,130 unvested performance-based units. Most of what gets described as an executive's stake in coverage of these filings is stock that does not exist yet. The two documents disagree about the money, so here are both A Form 144 states an aggregate market value. A Form 4 states a transaction price. They do not reconcile exactly, and we are printing both rather than choosing. PersonSharesForm 144 aggregate valueForm 4 priceShares times Form 4 priceGap Goldstein1,335$290,560.75$217.65$290,562.75$2.00 Emerson917$199,583.68$217.65$199,585.05$1.37 Emerson744$161,470.32$217.03$161,470.32$0.00 The multiplication in the fifth and sixth columns is our researcher's own arithmetic, not a figure printed in any document. His reading, labelled as inference rather than fact, is that the Form 144 value is a broker's estimate struck at a reference price when the notice was prepared, while the Form 4 price is the reported transaction price. He does not assert which is right. Anybody quoting a dollar figure for these sales should say which document it came from. A naming point, flagged only because readers will hit it: the EDGAR reporting-owner name is "Goldstein Lainie", while the securities-sold block of accession 0001959173-26-006663 gives the seller as "Helaine Goldstein" and is signed by an attorney-in-fact for that name. Same CIK, same officer, two name forms in the same filing family. Coda one: Proposal 3 needs more votes than people think This is the most under-covered checkable fact ten days out. CONFIRMED, from the DEF 14A, accession 0001628280-26-049813, primary document ttwo-20260727.htm, HTTP 200 at 3,583,206 bytes, fetched 03:06:15 UTC. The annual meeting is 17 September 2026 at 9:00 a.m. Eastern, virtual and audio only. The record date is 23 July 2026, and the proxy states verbatim: "As of the close of business on the Record Date, 186,980,443 shares of common stock were issued and outstanding." That figure matches the shares-outstanding field on all three Form 144s exactly, which is a clean two-document cross-confirmation. Proposal 3 is a certificate amendment to limit the liability of certain officers as permitted by Delaware law. The vote standard, verbatim from the proxy: A "FOR" vote by holders of a majority of the outstanding shares of our common stock entitled to vote at the annual meeting is required to approve the certificate of amendment to the Take-Two Restated Certificate of Incorporation. Proposals 1, 2 and 4 need only a majority of the shares present and entitled to vote. Proposal 3 needs a majority of everything outstanding, and the proxy adds that "abstentions will be deemed present and entitled to vote (but not cast)". Our researcher's own arithmetic: a majority of 186,980,443 is 93,490,222, so Proposal 3 needs at least that many votes in favour, and every abstention and every broker non-vote functions as a vote against it. That number is not printed in the proxy; it is a calculation from a figure that is. The officers covered by the amendment, per the proxy's own list, include the chief financial officer and the chief legal officer, which is to say the two people whose Form 4s are described above. The vote is a future event, and any coverage treating it as decided is wrong. Coda two: a bank has written a two-year note on the stock CONFIRMED. Barclays Bank PLC filed a 424B2 preliminary pricing supplement on 4 September 2026, accession 0001918704-26-026619, HTTP 200 at 151,354 bytes, fetched 03:06:52 UTC. It covers Barrier Supertrack Notes due 11 September 2028 linked to the common stock of Take-Two Interactive Software, Inc. Terms as printed: initial valuation date 4 September 2026, issue date 10 September 2026, final valuation date 5 September 2028, maturity 11 September 2028. Initial Value $214.13, expressly the closing value of the reference asset on 3 September 2026. Barrier Value $182.01, being 85.00% of the initial value. Upside leverage factor 2.50, maximum return 79.50%. Verbatim on the downside: "If the Final Value of the Reference Asset is less than the Barrier Value, your Notes will be fully exposed to the decline of the Reference Asset from the Initial Value. You may lose up to 100.00% of the principal amount of your Notes at maturity." CUSIP 06749JUF6. The document is expressly subject to completion. State the terms, do not state why Barclays did it. The useful side effect is a third independent print of the 3 September close at $214.13. The price, and no cause for it Two price sources were pulled at 03:04:27 UTC, HTTP 200 on both. They agree on every open, high, low and close in the ten session window, and they disagree on volume for all five sessions from 31 August onward. We print both. Closes: 24 August $233.50, 25 August $232.93, 26 August $233.45, 27 August $233.00, 28 August $235.39, 31 August $219.70, 1 September $216.68, 2 September $216.14, 3 September $214.13, 4 September $214.69. Volume on 31 August: 6,847,231 per one source and 6,853,654 per the other, the heaviest in the window on either. Our researcher's own arithmetic: the 28 August close of $235.39 to the 31 August close of $219.70 is minus $15.69, or minus 6.67 per cent, in one session. From there to the 4 September close of $214.69 is a further minus 2.28 per cent over four sessions. A price move is a fact and its cause is inference. Two court orders in the Take-Two subpoena matters also carry the date 31 August 2026. Those two things are true of the same calendar day and that is the entire relationship between them. No causal link is claimed here, none is asserted by any source we read, and none is evidenced. We print the coincidence because somebody else will notice it and we would rather they read the disclaimer here first. We took the same line in our piece on the 31 August drop and the silent filings. Monday 7 September is Labor Day in the United States, so the 4 September session is the most recent completed one as we write. What is and is not established CONFIRMED, and our own follow-up closed: both Form 4s were filed on 4 September 2026, at accessions 0000946581-26-000077 and 0000946581-26-000079, with acceptance timestamps of 20:04:52.000Z and 20:06:47.000Z. We flagged their absence in advance and they landed on schedule. CONFIRMED: Emerson's Form 4 reports a second sale, 744 shares at $217.03 on 3 September, footnoted as made under a Rule 10b5-1 trading plan adopted on 3 March 2026 rather than as a sell-to-cover, with a third Form 144 at accession 0001959173-26-006677 covering it. The distinction that matters: a Form 144 is a notice of a proposed sale and not a record that a sale occurred. A Form 4 is the record. In this instance the Form 4s record the sales, so the documents match up. Explicitly not claimed: that a plan sale in September says anything about September. The plan was adopted on 3 March 2026. CONFIRMED, and the disagreement printed rather than resolved: the Form 144 aggregate values and the Form 4 prices differ by $2.00, $1.37 and $0.00 on the three lines, against our researcher's own multiplication. CONFIRMED, from the proxy: Proposal 3 requires a majority of all outstanding shares, the record-date count is 186,980,443, and abstentions are deemed present and entitled to vote but not cast. The 93,490,222 threshold is our researcher's own arithmetic and appears in no document. CONFIRMED: the Barclays 424B2 of 4 September, with an initial value of $214.13 struck off the 3 September close, an $182.01 barrier at 85.00%, 2.50 leverage and a 79.50% cap. Explicitly not claimed: any cause for any price move, and specifically no link between the 31 August session and the 31 August court orders. CONFIRMED as a negative: no 8-K, S-8, 424B from Take-Two itself, 13D, 13G, proxy supplement or additional soliciting material has been filed by or in respect of Take-Two between 4 September and the 7 September snapshot. The most recent additional soliciting material remains the DEFA14A of 3 August 2026, so there is no proxy supplement ten working days before the meeting. Method limits printed as limits: Take-Two's gcs-web events and press-release endpoints both failed with curl exit 92 and zero bytes at 03:07:42 UTC, so we have no confirmation of any investor event beyond 17 September and treat the absence as a weak negative. No proxy adviser recommendation on Proposal 3 could be located; those reports are subscription products, their absence is expected, and we characterise nobody's position. Two price sources were used rather than three, a disclosed judgement call, because a third could not resolve a volume-only disagreement. Our record of what Take-Two has actually put on paper is on the wiki, including the eleven-quarter trading plan calendar. The rest of today's work is on the news desk.