Take-Two's Trading Plan Calendar Opens 63 Days Before GTA 6

Take-Two's Chief Financial Officer can begin selling shares under a pre-arranged plan on 17 September 2026. That is the same calendar day as the company's annual shareholder meeting, and 63 days before Grand Theft Auto VI ships. A director's plan opens twelve days later, 51 days before launch. Read the next paragraph before the rest of the article. Adopting a Rule 10b5-1 trading plan is the conservative, compliance-forward thing an insider can do. It is the mechanism the law provides precisely so that executives can sell without any question of trading on what they know. Adopting one is evidence of scheduling and nothing else. It is not evidence of knowledge, of intent, or of any view about the game. No regulator has alleged anything against anybody named here, and nothing in this article is an allegation. What the filings do let us do is reconstruct a calendar, across eleven consecutive quarters of disclosure, and that calendar answers a question this desk left open three days ago. It also forces a correction to something we published in the same batch. Both are below. When can Take-Two insiders sell shares before the GTA 6 launch? CONFIRMED, from the primary document. Take-Two's quarterly report for the period ended 30 June 2026, accession 0001628280-26-054870, filed 7 August 2026, returned HTTP 200 at 1,124,179 bytes at 2026-08-31T03:00Z. Its Part II Item 5 disclosure, which is where a company must name every Section 16 officer or director who adopted, modified or terminated a trading arrangement in the quarter, names two people. On June 17, 2026, Lainie Goldstein, our Chief Financial Officer, adopted a new written trading plan. The plan's maximum duration is until September 17, 2027 and the first trade will not occur until September 17, 2026, at the earliest. The trading plan is intended to permit Ms. Goldstein to sell up to an aggregate of 50,259 shares. On June 23, 2026, William "Bing" Gordon, a member of our Board of Directors, adopted a new written trading plan. The plan's maximum duration is until June 30, 2027 and the first trade will not occur until September 29, 2026, at the earliest... up to an aggregate of 40,000 shares. The same section closes the set: "No other Section 16 officers or directors... adopted, modified, or terminated a 'Rule 10b5-1 trading arrangement' or a 'non-Rule 10b5-1 trading arrangement'... during the three months ended June 30, 2026." Why do those first-trade dates fall where they do? Because the rule puts a floor under them, and both plans sit just above the floor. Here is the arithmetic, which anyone can check. Rule 10b5-1(c) requires a cooling-off period for directors and officers: the later of 90 days after adoption, or two business days after the company's next periodic report, capped at 120 days. Goldstein adopted on 17 June; 90 days later is 15 September, and her first trade date is 17 September. Gordon adopted on 23 June; 90 days later is 21 September, and his first trade date is 29 September. Both plans therefore open at the earliest practical moment the rule allows, which is exactly what you would expect from plans adopted in June by people who intend to sell in the autumn. The dates are a function of the calendar and the statute rather than of anything else, and the copy is worth reading that way round. The launch-relative arithmetic, ours: 17 September to 19 November is 13 plus 31 plus 19, which is 63 days. 29 September to 19 November is 51 days. Combined ceiling on the two plans is 50,259 plus 40,000, which is 90,259 shares. At $245.01, the last insider execution price on file, from a Form 4 covering 17 August 2026, that ceiling is $22,114,357.59, split $12,313,957.59 and $9,800,400.00. That is a ceiling and not a forecast. A 10b5-1 plan authorises sales up to a maximum on conditions the plan sets. Plans routinely go partly or entirely unexecuted, and none of these shares has been sold. Do not read the number as money changing hands. One further structural detail, CONFIRMED and worth stating because it is the textbook-compliant shape. Goldstein's previous plan, adopted 29 May 2025 for up to 40,000 shares, had a maximum duration to 31 July 2026. Her new plan's first trade is 17 September 2026, after the old one lapsed. That is the permitted later-commencing successor plan structure under Rule 10b5-1(c)(1)(ii)(D), rather than two overlapping plans, which the rule restricts. Every image on this page is official Rockstar material. Nothing on this page comes from leaked material, and we did not view any. What happened to the trading plan behind the CEO's August sale? This desk reported on 28 August that Strauss Zelnick's Form 4 for a 40,000-share sale on 10 August carries no Rule 10b5-1 affirmation and no footnote referencing a plan, where two other directors' Form 4s from the same week do carry one. We said at the time that we could not establish whether a plan existed, because we had read only one quarter's disclosure. A researcher has now read eleven consecutive quarters, and the picture is clearer. CONFIRMED, across the full Item 408 series. The disclosures were checked for the quarters ended 31 December 2023, 31 March 2024, 30 June 2024, 30 September 2024, 31 December 2024, 31 March 2025, 30 June 2025, 30 September 2025, 31 December 2025, 31 March 2026 and 30 June 2026. Two plans in that series relate to Zelnick. His personal plan. Adopted 27 May 2025, as trustee of the Zelnick Belzberg Living Trust and the Zelnick Belzberg Charitable Trust, permitting the sale of up to 45,000 shares and the donation of up to 20,000 to the charitable trust. Its stated maximum duration was until 19 September 2025. Source: the 10-Q for the quarter ended 30 June 2025, HTTP 200 at 1,225,086 bytes at 2026-08-31T03:03Z. The ZMC Advisors plan. Adopted 17 November 2025, first trade not before 1 June 2026, covering 49.9 per cent of restricted stock units vesting on 1 June 2026 "in order to satisfy the tax obligations arising from such vesting". Its stated maximum duration was until 12 June 2026. Source: the 10-Q for the quarter ended 31 December 2025, HTTP 200 at 1,559,289 bytes at 03:03Z. Neither was live on 10 August 2026. One expired eleven months before the sale, the other two months before it. That is consistent with the missing footnote on the Form 4, accession 0000946581-26-000069, HTTP 200 at 29,443 bytes at 02:59Z, and with the presence of footnotes on the same week's Form 4s for Michael Sheresky, 3,346 bytes, citing a plan adopted 18 November 2025, and Ellen Siminoff, 6,080 bytes, citing one adopted 19 February 2026. Does that mean anything improper happened? No, and the limits here are not decoration. They are the story's boundary and we are printing all four of them. One. A plan is not required. Executives may sell in the open window that follows an earnings release, and that is entirely lawful. Take-Two reported its first-quarter results on 7 August 2026. The sale was on 10 August, three days later. That is the mundane explanation and it fits the facts as well as any other. Two. Item 408 has a hole we cannot see through. It captures only plans adopted, modified or terminated during the quarter being reported. A plan adopted before the disclosure requirement took effect in October 2023, and still running, would leave no trace in any of the eleven quarters read. We regard that as unlikely, because every disclosed Take-Two plan has had a maximum duration of six to eighteen months, but we cannot exclude it and neither should you. Three. An absent affirmation is not an absent plan. An unchecked box on a Form 4 establishes that the filer did not make that affirmation on that form. It does not establish that no plan existed. Four. Nobody has alleged anything. No regulator, no litigant, no counterparty. We made no approach to Take-Two for comment, and this article draws no causal line between any share sale and anything to do with Grand Theft Auto VI. Why does 17 September matter beyond the trading plan? Because it is also the last shareholder meeting before the launch, and it has a substantive item on the ballot. CONFIRMED, from the proxy statement, accession 0001628280-26-049813, filed 27 July 2026, HTTP 200 at 3,583,206 bytes at 2026-08-31T03:00Z. The meeting is 17 September 2026 at 9:00 a.m. Eastern, virtual and audio-only, with a record date of 23 July 2026 and materials mailed on or about 3 August 2026. There are four ballot items and no shareholder proposals: the election of ten directors, an advisory say-on-pay vote, a charter amendment to exculpate senior officers from monetary liability for breaches of the fiduciary duty of care in direct shareholder claims, and ratification of the auditor. The Corporate Governance Committee recommended that amendment on 15 July 2026 and the board approved it on 16 July, subject to shareholder approval. Its scope is narrow, and the proxy is precise about what it does not cover. Quoted: [It] would allow for the exculpation of Covered Officers only in connection with direct claims brought by shareholders, including class actions, but would not eliminate officers' monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims. Nor does it limit liability "for any breach of the duty of loyalty... any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit". It does not touch securities-law liability at all. And the framing that keeps this honest: officer exculpation amendments have been routine across US public companies since the Delaware provision became available on 1 August 2022. Take-Two has held its annual meeting in September for years. The board states in the document that the amendment is "not being proposed in response to any specific resignation, threat of resignation or refusal to serve" by any officer, and gives its rationale as remaining competitive for corporate officers. Any suggestion that this is timed to the game would be unsupported, and we are not making it. It is on the ballot because the annual meeting is in September, and the annual meeting is in September because it always is. One procedural detail worth knowing if you hold shares: proposal three requires the support of a majority of outstanding shares, a higher bar than the other items, which need only a majority of shares present. Abstentions therefore count as votes against. Say-on-pay drew 95 per cent support at the 2025 meeting. A correction to our 28 August EDGAR sweep We reported that an EDGAR full-text sweep returned zero mentions of Grand Theft Auto 6 since the premiere. That is wrong as stated, and here is the fix. The sweep was run on the numeral form of the title. Searching EDGAR's full-text index for "Grand Theft Auto 6" does return zero, and that result was reproduced this morning, HTTP 200 at 2026-08-31T03:02Z. But Take-Two and everybody else write the title in Roman numerals in formal documents. Searching for "Grand Theft Auto VI" across 2026 returns 14 filings, HTTP 200 at 9,167 bytes at 03:02Z. So the zero was an artefact of our query, and we should have run the Roman-numeral form as a control before publishing. The lesson is the same one as the rest of this batch: run the control. The replacement line is both true and stronger than the one it replaces. Those 14 filings come from exactly two filers. Take-Two accounts for nine of them, three 8-Ks, two 10-Qs, a 10-K, an annual report to shareholders and two proxy filings. The headset maker Turtle Beach accounts for the other five, three 8-Ks, a 10-K and an annual report. Nobody else. In all of SEC EDGAR in 2026, exactly two companies have named this game in a filing, in a year when the entire industry is reorganising its release calendar around it. That is a considerably better fact than a zero, and it is one we would have had on 28 August if the query had been checked. What is and is not established CONFIRMED, from the 10-Q filed 7 August 2026, HTTP 200 at 1,124,179 bytes at 03:00Z: Lainie Goldstein adopted a plan on 17 June 2026 with a first trade date no earlier than 17 September 2026, covering up to 50,259 shares; William "Bing" Gordon adopted one on 23 June with a first trade date no earlier than 29 September, covering up to 40,000 shares; and no other Section 16 officer or director adopted, modified or terminated an arrangement that quarter. Arithmetic, ours and checkable: both first-trade dates sit just past the 90-day statutory cooling-off minimum, 17 September against 15 September and 29 September against 21 September. 17 September is 63 days before launch and is also the annual meeting; 29 September is 51 days before launch. Printed as a ceiling: the combined 90,259 shares would be worth $22,114,357.59 at the last insider execution price on file, $245.01. No shares have been sold under either plan and plans routinely go unexecuted. CONFIRMED, closing a question we left open on 28 August: Zelnick's personal plan had a maximum duration to 19 September 2025 and the ZMC Advisors plan to 12 June 2026, so no disclosed plan was live on 10 August 2026, which matches the absent 10b5-1 footnote on his Form 4. Explicitly not established, and the boundary of the piece: that anything improper occurred. A lawful open-window sale three days after earnings fits the facts; Item 408 would not capture a pre-October-2023 plan still running, which cannot be excluded; an unchecked affirmation is not an absent plan; and no regulator has alleged anything. Stated as scheduling, not as signal: adopting a 10b5-1 plan is the compliance-forward act. It carries no information about knowledge, intent or any view of the game. CONFIRMED, from the DEF 14A at 3,583,206 bytes: the annual meeting is 17 September 2026, virtual and audio-only, with four ballot items including an officer exculpation amendment that covers only direct shareholder claims and leaves derivative claims, duty of loyalty, bad faith and securities liability untouched. Such amendments have been routine since August 2022 and the timing follows the company's long-standing meeting calendar. CORRECTION, printed in its own section: our 28 August statement that an EDGAR sweep returned zero GTA 6 mentions since the premiere is wrong as stated. The numeral form returns zero; the Roman-numeral form returns 14 filings in 2026, from exactly two companies, Take-Two and Turtle Beach. The filings do not tell you anything about the game. They tell you what a company and its officers have committed to in documents they can be held to, which in the run-up to a launch this size is a shorter list than most people assume. More of the paper trail is on the news desk, the running record of what is actually established sits on the wiki, and the community side of the countdown is on the servers and leaderboards pages.