Take-Two Interactive (TTWO) 10-K risk factor changes: FY2025 vs FY2024

- The development and use of artificial intelligence [added: ("AI")] into our products may present operational and reputational risks

- We may experience [added: declines or] fluctuations in the recurring portion of our business

- We are dependent on the future success of our Grand Theft Auto products and other [removed: “hit”] [added: hit] titles

- [removed: Entertainment Software Rating Board] [added: ESRB] ratings for our products could negatively affect our ability to distribute and sell

- Additional issuances [added: or sales] of equity securities [added: by us] would [removed: cause dilution] [added: dilute the ownership of our existing stockholders] and could [added: adversely] affect the market price of our common stock

We also compete with game publishers, such as [removed: Activision Blizzard, Inc.,] Electronic Arts Inc., Embracer Group AB, Microsoft, Nintendo, Playrix, Playtika, [removed: Scopely,] [added: Savvy Games,] Sony, Tencent, and Ubisoft Entertainment S.A. We also face competition from online game developers and distributors who have primarily focused on [removed: specific international markets and with high-profile companies with significant online presences with new and expanded mobile gaming offerings, such as Apple, Google, and Microsoft.]

They may also offer their products and services in local languages we [added: do] not offer.

These competing products may take a larger share of consumer spending than anticipated, which could cause [added: our] product sales to fall below expectations.

Our titles also compete with other forms of entertainment, such as social media, in addition to motion pictures, [removed: television] [added: television, short-form video,] and audio and video products featuring similar themes, online computer programs and other entertainment, which may be less expensive or provide other advantages to consumers.

By doing so, these competitors may increase their scale, their ability to meet the needs of existing or prospective players and compete for [added: similar human capital.]

The growth of AI technologies in our industry has influenced [removed: games] [added: game] production for developers and gaming experience for players.

The use of this new and emerging technology, which is in its early stages of [added: wider-spread] commercial use, presents social and ethical issues that may result in legal and reputational harm and liability.

[removed: Our] future success is substantially dependent upon the continued growth of the market for mobile games.

If the mobile devices on which our games are available decline in popularity or become obsolete faster than anticipated, we could experience a decline in revenue and [removed: bookings and] may not achieve the anticipated return on our development efforts.

We derive a significant portion of our revenue from the sale of products made for video game platforms manufactured by third parties, such as Sony's PlayStation consoles and Microsoft's Xbox consoles, which comprised [removed: 40.5%] [added: 37.3%] of our net revenue by product platform for the fiscal year ended March 31, [removed: 2024.][added: 2025.]

We also rely on the availability of an adequate supply of these video game consoles (which sometimes has been negatively affected by supply chain [removed: issues)] [added: issues,] and [added: which could be affected by an increase in tariffs on component parts) and] the continued support for these consoles by their manufacturers, including our ability to reach consumers via the online networks operated by these console manufacturers.

Additionally, we derive a significant portion of our revenue from distribution of our games on the Apple App Store and the Google Play Store, and the virtual items we sell in our games are purchased using the payment processing systems of [added: these platform providers.]

In the fiscal year ended March 31, [removed: 2024,] [added: 2025,] we derived [removed: 95.0%] [added: 92.9%] of our mobile revenue on Apple and Google platforms.

[removed: Also, beginning January 2024, Google began requiring] publishers and developers using certain Google advertising products to serve ads in the U.K. or European Union [removed: (E.U.)] [added: ("E.U.")] to use a Google certified consent management platform.

We [removed: are continuing] [added: continue] to evaluate how these rules or changes may affect our business, operations and financial results.

[added: In addition, because our products compete with] a vast array of other interactive entertainment software products that also are available on these hardware platforms, a hardware platform manufacturer may give priority to those competing products.

The supply chain of hardware needed to maintain this technological infrastructure has been disrupted and geopolitical events, including the Russia-Ukraine war and the Israel-Hamas war and any indirect [removed: effects,] [added: effects] may further complicate existing supply chain constraints.

All information technology systems and networks are potentially vulnerable to damage or interruption from a variety of sources, including but not limited to cyberattacks, computer viruses, malicious software, security breaches, energy blackouts, natural disasters, terrorism, war, and telecommunication [added: or other critical infrastructure] failures.

Any theft and/or unauthorized use or publication of our trade secrets and other confidential business information because of such an event could adversely affect our competitive position, reputation, [added: brand, and future sales of our products.]

[removed: We have] implemented and will continue to implement a variety of measures to enhance further our cybersecurity protections.

Our software supply chain may also be subject to attacks, which [removed: would] [added: may] result in future security incidents and breaches.

The risk of such threats is heightened by events outside of our control, such as the extended period of remote work [removed: arrangements due to COVID-19,] [added: arrangements,] the Russia-Ukraine war and the Israel-Hamas war.

The risk could also be affected by events [added: substantially] within our control, such as the migration of data among data centers and to third-party hosted environments, and the performance of upgrades and maintenance on our systems.

Failures to prevent or mitigate security breaches or cyber risks, or detect or respond adequately to a security breach or cyber risk, could result in a loss of anticipated revenue, interruptions to our products and services, our having to incur significant remediation and notification costs, a degradation of the user experience, causing consumers to lose confidence in our products and services, [added: and thereby harming our reputation,] prompting regulatory inquiries and significant legal and financial costs.

Additionally, applicable insurance policies may be insufficient to reimburse us for all such losses, and it is uncertain whether we will be able to maintain the current level of insurance coverage in the future on [added: commercially] reasonable terms or at all.

Successful exploitation of [added: any vulnerabilities in] our systems can have other negative effects upon the products, services and user experience we offer.

Our business could be adversely affected if our consumer data protection measures are not seen as adequate or there are breaches of our security measures or unintended disclosures of [removed: our] consumer data.

We [removed: are collecting] [added: collect] and [removed: storing] [added: store] consumer information, including personal information.

We take measures to protect [removed: our] [added: the] consumer information [added: we hold] from unauthorized access or disclosure.

It is possible that our security controls over consumer information may not prevent the improper access [added: to, use of,] or disclosure of personal information.

A security incident, such as the Cybersecurity Incident, that leads to disclosure of consumer information (including personal information) could harm our reputation, compel us to comply with disparate breach notification laws in various [removed: jurisdictions] [added: locations] and otherwise subject us to liability under laws that protect personal information, any of which could result in increased costs or loss of revenue.

[removed: These third-party networks, as well as our own internal systems and] websites, and the related security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise, and result in someone obtaining unauthorized access to our customers' information or our data, including our intellectual property and other confidential business information, or our information technology systems.

[added: From time to time, objectionable and offensive or] potentially dangerous consumer content may be posted to a gaming or other site with online chat features or game forums which allow consumers to post comments.

We may also be subject to consumer backlash from comments made in response to postings we make on social media sites such as Facebook, YouTube and [removed: Twitter.][added: X.]

[removed: We have entered into] agreements with third parties to acquire the rights to publish and distribute interactive entertainment software as well as to use licensed intellectual properties in our titles.

specific international markets and with high-profile companies with significant online presences with new and expanded mobile gaming offerings, such as Apple, Google, and Microsoft.

Any integration of any AI technologies into our products or services may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks, ethical concerns, negative user perceptions as to automation and AI, or other complications that could adversely affect our business, reputation, or financial results.

Uncertainty around new and emerging AI technologies, such as generative AI, may require additional investment in the development of appropriate protections and safeguards for handling the use of data with AI technologies, which may be costly and could increase our expenses.

While the impact of AI on our industry is still emerging and uncertain, to the extent our competitors successfully implement AI technologies into their products or services and we fail to adopt AI technologies effectively or experience delays in integrating these technologies into our operations, we may face significant risks to our competitive position, financial performance, and long-term growth prospects.

Our

Also, beginning January 2024, Google began requiring

We have

These third-party networks, as well as our own internal systems and

Compounding these risks, as artificial intelligence capabilities develop rapidly, individuals or groups of hackers and sophisticated organizations, may use these technologies to create new sophisticated attack methods that are increasingly automated, targeted, coordinated, and more difficult to defend against.

We have entered into

Device and browser manufacturers may include or expand these features as part of their standard device specifications, and state or federal regulators may mandate more user settings to limit targeted advertising, analytics, or other data sharing with third parties.

There has also been a significant increase of litigation related to data sharing with third parties, including advertising partners.

This has driven

a need for more specific consent from users for sharing of their personal information, user interaction, and video viewing information with third parties, and it could lead to additional changes from our third party advertising and analytics partners.

In addition to acquisitions, we have divested and may in the future make additional divestments of certain products and services, including by shutting down studios, that no longer fit our long-term strategies.

Divestitures may adversely impact our business, operating results, and financial condition if we are unable to achieve the anticipated benefits or cost savings from such divestitures, or if we are unable to offset impacts from the loss of revenue associated with the divested product lines or technologies.

In connection with these divestitures and other cost-optimization efforts, we have experienced several rounds of layoffs in the recent past, which could negatively affect our reputation and our ability to recruit new employees in the future.

Any future layoffs could similarly harm our reputation and hinder our recruitment efforts.

In particular, as of the date of this Annual Report on Form 10-K, discussions remain ongoing in respect of certain trade restrictions and tariffs on imports from Canada, China, and Mexico, as well as retaliatory tariffs enacted in response to such actions.

In light of these events, there continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties, and tariffs.

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict our access to potential partners, suppliers or other third parties we seek to do business with and, in turn, have a material adverse effect on the business and financial condition of such third parties, which in turn would negatively impact us.

Bribery Act, and by local laws, such as laws prohibiting corrupt payments to government officials.

reputation.

If our competitors develop more successful products or services at lower price points or based on

the industry, including us.

Unauthorized third parties, for example, may be able to copy

result of such activities.

In 2024, the Federal Communications Commission's efforts to reinstate net neutrality regulations in the U.S. were blocked by the Sixth Circuit Court of Appeals.

Notwithstanding that decision, several states have enacted net neutrality regulations.

Companies

For example, the FTC recently announced a major enforcement action against a game developer for various consumer protection and privacy violations related to a game that was deemed by the FTC to have been directed at children under the Children's Online Privacy Protection Act.

Central to the FTC's complaint was the game's implementation of a virtual currency and loot box system that was deemed too confusing for vulnerable consumers such as children and teens.

The complaint was settled with the developer having to, among other things, agree to a ten-year compliance monitoring program and pay a fine of $20 million.

Additionally, in the U.K., the government is expected to conclude its review of the implementation of the industry guidance on loot boxes which was published by the U.K. Interactive Entertainment Association.

It is possible that the government's review may recommend further regulation to address the concerns raised during the 2020 call for evidence into loot boxes in video games.

The Dutch Minister of Foreign Affairs has continued to push for an E.U.-wide ban on loot boxes, reaffirming in 2024 their intent to include it in the Digital Fairness Act.

The Digital Fairness Act will focus on strengthening consumer protections, including the use of dark patterns, with the first set of proposals under the Digital Fairness

Act expected to be released by end of 2025 or early 2026.

The European Commission has confirmed that loot boxes are being considered as part of its preparation of those proposals, but whether those proposals will include such a prohibition on loot boxes remains unclear at this stage.

Similarly, the E.U.'s Consumer Protection Cooperation Network (which is comprised of consumer protection authorities from across the E.U.'s various member states) has recently published a set of "Key Principles on In-game Virtual Currencies" that introduces novel interpretations of existing E.U. consumer protection law and that present significant challenges for games that offer in-game virtual currencies to consumers in the E.U.

similar human capital.

these platform providers.

In addition, because our products compete with

brand, and future sales of our products.

From time to time, objectionable and offensive or

our advertising partners.

Device and browser manufacturers may include or expand these features as part of their standard device specifications.

intellectual property, export, and national security, which are continuously evolving and developing.

There remains unavoidable uncertainties and risks to our business related to Brexit and the new relationship between the U.K. and E.U., which will continue to be developed and defined.

We are seeking to mitigate those risks with operational and commercial changes to the extent possible and warranted.

However, the legal and regulatory landscape remains uncertain, and we have no assurance that such actions will enable us to avoid a material adverse impact on our business from Brexit.

Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace and replicate.

our products could be adversely affected.

or sale of the product or service or expend significant resources to cure the defect, bug or error each of which could significantly harm our business and operating results.

Additionally, if the popularity of a franchise declines, as has happened in the past with other

Further, if one of our games is re‑rated for any reason, a ratings

affected by events beyond our control.

For example, on December 14, 2017, the Federal Communications Commission voted to repeal net neutrality regulations in the U.S., and, following that decision, several states enacted net neutrality regulations.

If

Additionally, in July 2023, the trade body, the U.K. Interactive Entertainment Association, published industry guidance on loot boxes which is designed to address the concerns raised by the government in its response to a 2020 call for evidence into loot boxes and gambling like behavior.

The guidance provides for a twelve-month implementation period.

While details of this proposed ban remain unclear, the European Commission has confirmed that loot boxes are being considered as part of its current Fitness Check of E.U. consumer law on digital fairness which it is expected to complete later this year.

Lastly, in April 2024, the Spanish Minister of Social Rights and Consumer Affairs referred to plans to promote the regulation of loot boxes in connection with a review of Spain's gambling laws.

Countries in the E.U. are still enacting national laws that correspond to certain portions of the GDPR.

The U.K. also implemented an Age Appropriate Design Code that applies to how personal data is used for individuals up to age 18.

In the U.S., the California Consumer Privacy Act ("CCPA") became effective on January 1, 2020 and applies to processing of personal information of California residents.

California also enacted the California Privacy Rights Act ("CPRA"), which updates the CCPA.

If this were to occur, we might be required to alter some of our

This limitation will be effective for us beginning April 1, 2027.

could be required to recognize revenues, and defer related costs, over a shorter or longer period of time than we initially allocated.

and services, increased scrutiny from government bodies and consumer groups, and/or litigation, any of which could negatively impact our business.

We develop, operate, and publish products principally through Rockstar Games, 2K, [removed: Private Division,] and Zynga.

Our products are currently designed for console gaming systems, [removed: PC, and] mobile, including smartphones and [removed: tablets.][added: tablets, and PC.]

Refer to [Item 1 - [removed: Business](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_16)] [added: Business](#i0a112ae7985e4b44aa3c691a5e94afe7_16)] for additional discussion.

During the fiscal year ended March 31, [removed: 2024,] [added: 2025,] we recognized Goodwill impairment charges of [removed: $2,342.1,] [added: $3,545.2,] representing a partial impairment related to one of our reporting units, and we recognized impairment charges of [removed: $577.4] [added: $137.0] for acquisition-related Developed Game Technology intangible assets within Cost of revenue [removed: as a result of a reduction in the forecasted performance of certain games due to industry conditions] and [removed: changes in our strategies in response to those conditions.][added: $39.3 for acquisition-related Branding and Trade Names intangible assets within Depreciation and amortization.]

Key assumptions and estimates used in deriving the fair values of these assets are forecasted revenue, EBITDA margins, long-term decay rate, and discount rate (refer to [Note 9 - Goodwill and Intangible Assets, [removed: Net](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_148)).][added: Net](#i0a112ae7985e4b44aa3c691a5e94afe7_142)).]

During the fiscal year ended March 31, [removed: 2024,] [added: 2025,] we also recognized impairment charges related to our Software development costs and licenses of [removed: $109.9,] [added: $77.5,] of which [removed: $88.2] [added: $35.1] related to title cancellations as part of our cost reduction program (refer to [Note 7 - Software Development Costs and [removed: Licenses](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_142)] [added: Licenses](#i0a112ae7985e4b44aa3c691a5e94afe7_136)] and [Note 21 - Business [removed: Reorganization)](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_184).][added: Reorganization)](#i0a112ae7985e4b44aa3c691a5e94afe7_178).]

[removed: Our] [added: Additionally, our] *Grand Theft Auto* products in particular have historically accounted for a significant portion of our revenue.

Sales of *Grand Theft Auto* products generated [removed: 14.7%] [added: 12.6%] of our net revenue for the fiscal year ended March 31, [removed: 2024.][added: 2025.]

*Economic Environment and Retailer Performance.* We continue to monitor various macroeconomic and geopolitical [removed: factors] [added: factors, such as global tariff policy,] that may affect our business in several areas, including consumer demand, inflation, pricing pressure on our products, credit quality of our receivables, and foreign currency exchange rates.

Actions [added: we have] taken to date and other potential actions [added: we may take in the future in response to these factors] could result in [removed: additional] negative [removed: impact] [added: impacts] in future periods.

Such console revenue comprised [removed: 40.5%] [added: 37.3%] of our net revenue by product platform for the fiscal year ended March 31, [removed: 2024.][added: 2025.]

The success of our business is dependent upon consumer acceptance of these platforms and [removed: the continued growth in the installed base of these platforms.]

When new hardware platforms are introduced, demand for interactive entertainment [removed: used on] [added: developed for] older platforms typically declines, which may negatively affect our business during the market transition to the new consoles.

The inclusion of such features on new consoles could mitigate [added: the risk of such a decline.]

*Online Content and Digital Distribution.* We provide a variety of online delivered products, including direct digital downloads of our titles, and access to additional offerings through virtual currency, add-on content, [removed: and] in-game purchases, [added: and in-game advertising,] which drive ongoing engagement and incremental revenue from recurrent consumer spending on our titles.

Net revenue from digital online channels comprised [removed: 95.6%] [added: 96.4%] of our net revenue for the fiscal year ended March 31, [removed: 2024.][added: 2025.]

Virtual items for our mobile games are purchased [added: principally] through the payment processing systems of these platform [removed: providers.][added: providers, as well as our direct-to-consumer commerce platform.]

We are also [removed: expanding] [added: continuing to expand] our direct-to-consumer efforts more meaningfully across our mobile portfolio to enhance profitability.

Rockstar plans to release *Grand Theft Auto VI* [removed: in the Fall of calendar 2025.][added: on May 26, 2026.]

Fiscal [removed: 2024] [added: 2025] Financial Summary

Our net revenue for the fiscal year ended March 31, [removed: 2024] [added: 2025] was [removed: essentially flat year-on-year at $5,349.6,] [added: led by] a [removed: decrease] [added: variety] of [removed: $0.3 or 0.0% compared to the fiscal year ended March 31, 2023] [added: our top franchises, primarily *NBA 2K, Grand Theft Auto*, *Red Dead Redemption*, *WWE 2K*,] and [removed: included net revenue of $2,390.9 from Zynga, which we acquired in May 2022 (refer to [Note 20 - Acquisitions](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_181)), including] [added: *Sid Meier's Civilization,* as well as] top contributors *Toon Blast*, our hyper-casual mobile portfolio, *Empires & [removed: Puzzles, Merge Dragons!*,] [added: Puzzles*, *Match Factory!*,] and *Words With [removed: Friends,* as well as a variety] [added: Friends.* Our net revenue for the fiscal year ended March 31, 2025 was $5,633.6, an increase] of [removed: our top franchises, primarily *NBA 2K, Grand Theft Auto, Red Dead Redemption*, and *WWE 2K.*][added: $284.0 or 5.3% compared to the fiscal year ended March 31, 2024.]

Our operating loss for the fiscal year ended March 31, [removed: 2024] [added: 2025] was [removed: $3,590.6] [added: $4,391.1] compared to operating loss of [removed: $1,165.2] [added: $3,590.6] for fiscal year ended March 31, [removed: 2023,] [added: 2024,] primarily due to [added: an increase in] Goodwill impairment charges of [removed: $2,342.1, representing a] [added: $1,203.1 related to an additional] partial impairment related to one of our reporting units.

For the fiscal year ended March 31, [removed: 2024,] [added: 2025,] our net loss was [removed: $3,744.2,] [added: $4,478.9,] as compared to net loss of [removed: $1,124.7] [added: $3,744.2] in the prior year.

Diluted loss per share for the fiscal year ended March 31, [removed: 2024] [added: 2025] was [removed: $22.01,] [added: $25.58,] as compared to Diluted loss per share of [removed: $7.03] [added: $22.01] for the fiscal year ended March 31, [removed: 2023.][added: 2024.]

At March 31, [removed: 2024,] [added: 2025,] we had [removed: $1,102.0] [added: $1,559.2] of Cash, cash equivalents, and restricted cash and cash equivalents, compared to [removed: $1,234.6] [added: $1,102.0] at March 31, [removed: 2023.][added: 2024.]

[removed: To a lesser extent, the decrease] [added: This increase] was [removed: also due to i)] [added: partially offset by (i)] Net cash used in investing activities, which was [removed: due] primarily [added: due] to the purchase of fixed assets and [removed: our individually immaterial acquisitions and investments, offset by our sales and maturities of available for sale securities, and ii)] [added: (ii)] Net cash used in operating activities, which was [removed: due] primarily [added: due] to investments in software development and licenses, partially offset by sales of our products.

Our most critical accounting policies, which are those that require significant judgment, include revenue [removed: recognition;] [added: recognition,] capitalization and recognition of software development costs and [removed: licenses;] [added: licenses,] fair value estimates including valuation of goodwill and intangible [removed: assets;] [added: assets,] valuation and recognition of stock-based [removed: compensation;] [added: compensation,] and income taxes.

See [Note 1 - Basis of Presentation and Significant Accounting [removed: Policies](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_124)] [added: Policies](#i0a112ae7985e4b44aa3c691a5e94afe7_118)] in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K.

See [Note 1 - Basis of Presentation and Significant Accounting [removed: Policies](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_124).][added: Policies](#i0a112ae7985e4b44aa3c691a5e94afe7_118).]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Increase/(decrease) | | | | | | Increase/(decrease) % | | |

For the fiscal year ended March 31, [removed: 2024,] [added: 2025,] Net Bookings increased by [removed: $49.4] [added: $315.0] as compared to the prior year.

*In this section, we discuss the results of our operations for the fiscal year ended March 31, [removed: 2024] [added: 2025] compared to the fiscal year ended March 31, [removed: 2023.][added: 2024.]

For the comparison of fiscal year [removed: 2023] [added: 2024] to fiscal year [removed: 2022,] [added: 2023,] refer to* *[Part II, Item 7 “Management’s Discussion and Analysis [removed: of Financial](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000946581/000162828023019851/ttwo-20230331.htm#i588eeabd06744cd08271f41c27844081_46) [Condition](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000946581/000162828023019851/ttwo-20230331.htm#i588eeabd06744cd08271f41c27844081_46) [and Results of Operations](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000946581/000162828023019851/ttwo-20230331.htm#i588eeabd06744cd08271f41c27844081_46)[”](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000946581/000162828023019851/ttwo-20230331.htm#i588eeabd06744cd08271f41c27844081_46)*] [added: of](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000946581/000162828024024623/ttwo-20240331.htm#i2d59b5c11ba24b45a19a18b8dbbfdcc8_46) [Financial](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000946581/000162828024024623/ttwo-20240331.htm#i2d59b5c11ba24b45a19a18b8dbbfdcc8_46) [Condition and](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000946581/000162828024024623/ttwo-20240331.htm#i2d59b5c11ba24b45a19a18b8dbbfdcc8_46) [Results](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000946581/000162828024024623/ttwo-20240331.htm#i2d59b5c11ba24b45a19a18b8dbbfdcc8_46) [of Operations”](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000946581/000162828024024623/ttwo-20240331.htm#i2d59b5c11ba24b45a19a18b8dbbfdcc8_46)*] *of our Annual Report on Form 10-K for the year ended March 31, [removed: 2023.*][added: 2024.*]

The following table sets forth, for the periods indicated, our statements of operations, net revenue by [removed: geographic region,] [added: content type,] net revenue by platform, [removed: net revenue by distribution channel,] and net revenue by [removed: content type:][added: distribution channel:]

| | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Total net revenue | | | | | | $ | [removed: 5,349.6] [added: 5,633.6] | | | | | 100.0 | | % | | | | $ | [removed: 5,349.9] [added: 5,349.6] | | | | | 100.0 | | % | | | | $ | [removed: 3,504.8] [added: 5,349.9] | | | | | 100.0 | | % |

| Cost of revenue | | | | | | [removed: 3,107.8] [added: 2,571.4] | | | | | | [removed: 58.1] [added: 45.7] | | % | | | | [removed: 3,064.6] [added: 3,107.8] | | | | | | [removed: 57.3] [added: 58.1] | | % | | | | [removed: 1,535.4] [added: 3,064.6] | | | | | | [removed: 43.8] [added: 57.3] | | % |

| Gross profit | | | | | | [removed: 2,241.8] [added: 3,062.2] | | | | | | [removed: 41.9] [added: 54.3] | | % | | | | [removed: 2,285.3] [added: 2,241.8] | | | | | | [removed: 42.7] [added: 41.9] | | % | | | | [removed: 1,969.4] [added: 2,285.3] | | | | | | [removed: 56.2] [added: 42.7] | | % |

| Selling and marketing | | | | | | [removed: 1,550.2] [added: 1,683.7] | | | | | | [removed: 29.0] [added: 29.9] | | % | | | | [removed: 1,586.5] [added: 1,550.2] | | | | | | [removed: 29.7] [added: 29.0] | | % | | | | [removed: 516.4] [added: 1,586.5] | | | | | | [removed: 14.7] [added: 29.7] | | % |

| Research and development | | | | | | [removed: 948.2] [added: 1,005.2] | | | | | | [removed: 17.7] [added: 17.8] | | % | | | | [removed: 887.6] [added: 948.2] | | | | | | [removed: 16.6] [added: 17.7] | | % | | | | [removed: 406.6] [added: 887.6] | | | | | | [removed: 11.6] [added: 16.6] | | % |

The impairment charges are a result of a reduction in the forecasted performance of certain games due to industry conditions and changes in our strategies in response to those conditions.

the continued growth in the installed base of these platforms, which could be impacted by global economic factors, including global tariff policy.

During fiscal year 2025, 2K released *NBA 2K25*, *TopSpin 2K25*, *Sid Meier's Civilization VII*, *PGA TOUR 2K25*, and *WWE 2K25*, and Zynga released *Game of Thrones: Legends*.

The increase was primarily due to Net cash provided by financing activities, primarily related to proceeds from the issuance of our 2029 Notes and 2034 Notes (refer to [Note 11 - Debt](#i0a112ae7985e4b44aa3c691a5e94afe7_148)) and the issuance of common stock.

On June 11, 2024, we completed the purchase of 100% of the issued and outstanding capital stock of The Gearbox Entertainment Company, Inc. ("Gearbox"), from Embracer Group AB, for an initial consideration of 2.8 shares of our common stock (refer to [Note 20 - Acquisitions](#i0a112ae7985e4b44aa3c691a5e94afe7_175)).

| Net Bookings | | | $ | 5,648.0 | | | | | $ | 5,333.0 | | | | | $ | 315.0 | | | | | 5.9 | | % |

The increase was primarily due to an increase in Net Bookings from *Match Factory!*; our *Sid Meier's Civilization* franchise, the latest installment of which, *Civilization VII*, released in February 2025; *Toon Blast*; our *NBA 2K* franchise; and *TopSpin 2K25*, which released in April 2024.

These increases were partially offset by a decrease in Net Bookings from *Empires & Puzzles,* our *Grand Theft Auto* franchise, our hyper- and hybrid-casual mobile portfolio, and *LEGO 2K Drive*, which released in May 2023.

| Product costs | | | | | | 821.1 | | | | | | 14.6 | | % | | | | 756.6 | | | | | | 14.1 | | % | | | | 64.5 | | | | | | 8.5 | | % |

| Game intangibles | | | | | | 811.0 | | | | | | 14.4 | | % | | | | 1,301.1 | | | | | | 24.3 | | % | | | | (490.1) | | | | | | (37.7) | | % |

| Internal royalties | | | | | | 405.4 | | | | | | 7.2 | | % | | | | 397.6 | | | | | | 7.4 | | % | | | | 7.8 | | | | | | 2.0 | | % |

| Licenses | | | | | | 365.8 | | | | | | 6.5 | | % | | | | 305.8 | | | | | | 5.8 | | % | | | | 60.0 | | | | | | 19.6 | | % |

| Cost of revenue | | | | | | 2,571.4 | | | | | | 45.7 | | % | | | | 3,107.8 | | | | | | 58.1 | | % | | | | (536.4) | | | | | | (17.3) | | % |

| Gross profit | | | | | | $ | 3,062.2 | | | | | 54.3 | | % | | | | $ | 2,241.8 | | | | | 41.9 | | % | | | | $ | 820.4 | | | | | 36.6 | | % |

The increase was primarily due to an increase in net revenue of $237.1 from *Match Factory!*, which released in November 2023; $127.2 from our *Sid Meier's Civilization* franchise, the latest installment of which, *Civilization VII*, released in February 2025; and $84.2 from *Toon Blast*.

These increases were partially offset by a decrease in net revenue of $73.3 from our *Grand Theft Auto* franchise.

The increase was primarily due to an increase in net revenue from *Match Factory!* and *Toon Blast*.

These increases were partially offset by a decrease in net revenue from our *Grand Theft Auto* franchise.

These increases were partially offset by a decrease in net revenue from our *NBA 2K* franchise*,* a decrease as a result of a divestiture in our business, and a decrease in our *Grand Theft Auto* franchise.

The increase was primarily due to an increase in net revenue from *Match Factory!* and *Toon Blast.* These increases were partially offset by a decrease in our *Grand Theft Auto* franchise, *Merge Dragons!,* and as a result of a divestiture.

The increase was primarily due to an increase in net revenue from our *Sid Meier's Civilization* franchise*;* our *Risk of Rain* franchise*,* which was acquired in connection with our acquisition of Gearbox in June 2024 (refer to [Note](#i0a112ae7985e4b44aa3c691a5e94afe7_175) [20](#i0a112ae7985e4b44aa3c691a5e94afe7_175) [- Acquisitions](#i0a112ae7985e4b44aa3c691a5e94afe7_175)); and our *Grand Theft Auto* and *NBA 2K* franchises.

| | | | | | | 2025 | | | | | | % of net revenue | | | | | | 2024 | | | | | | % of net revenue | | | | | | Increase/(decrease) | | | | | | % Increase/(decrease) | | |

| Selling and marketing | | | | | | $ | 1,683.7 | | | | | 29.9 | | % | | | | $ | 1,550.2 | | | | | 29.0 | | % | | | | $ | 133.5 | | | | | 8.6 | | % |

| Research and development | | | | | | 1,005.2 | | | | | | 17.8 | | % | | | | 948.2 | | | | | | 17.7 | | % | | | | 57.0 | | | | | | 6.0 | | % |

| Depreciation and amortization | | | | | | 229.4 | | | | | | 4.1 | | % | | | | 171.2 | | | | | | 3.2 | | % | | | | 58.2 | | | | | | 34.0 | | % |

| Total operating expenses | | | | | | $ | 7,453.3 | | | | | 132.3 | | % | | | | $ | 5,832.4 | | | | | 109.0 | | % | | | | $ | 1,620.9 | | | | | 27.8 | | % |

| | | | | | | 2025 | | | | | | 2024 | | |

| | | | | | | 2025 | | | | | | % of net revenue | | | | | | 2024 | | | | | | % of net revenue | | | | | | Increase/(decrease) | | | | | | % Increase/(decrease) | | |

| Interest income | | | | | | $ | 98.6 | | | | | 1.8 | | % | | | | $ | 62.3 | | | | | 1.2 | | % | | | | $ | 36.3 | | | | | 58.3 | | % |

| Interest expense | | | | | | (167.3) | | | | | | (3.0) | | % | | | | (140.6) | | | | | | (2.6) | | % | | | | (26.7) | | | | | | 19.0 | | % |

| Other | | | | | | (2.0) | | | | | | — | | % | | | | 3.3 | | | | | | 0.1 | | % | | | | (5.3) | | | | | | (160.6) | | % |

The net decrease in expense was primarily due to an increase in interest income primarily due to increases in interest rates and cash balances and a gain on the sale of an investment.

The change was primarily due to changes in fair value based on observable price changes of our long-term investments and an increase in fair value of our Convertible Notes.

Benefit from income taxes

The impact of Pillar Two was not material to the tax provision for the fiscal year ended March 31, 2025.

As of March 31, 2025, we had $3,650.0 of Senior Notes outstanding.

On April 14, 2025, we repaid our 2025 Notes with a principal amount of $600.0.

During the fiscal years ended March 31, 2025, 2024, and 2023, we did not repurchase shares of our common stock.

At March 31, 2025, we had $1,559.2 of Cash, cash equivalents, and restricted cash and cash equivalents, compared to $1,102.0 at March 31, 2024.

The increase was primarily due to Net cash provided by financing activities, primarily related to proceeds from the issuance of our 2029 Notes and 2034 Notes (refer to [Note 11 - Debt](#i0a112ae7985e4b44aa3c691a5e94afe7_148)) and the issuance of common stock.

Debt Transactions

On April 14, 2023, we completed our offering and sale of $1,000.0 aggregate principal amount of our senior notes, consisting of $500.0 principal amount of our 5.000% Senior Notes due 2026 (the "2026 Notes") and $500.0 principal amount of our 4.950% Senior Notes due 2028 ("the 2028 Notes").

On January 8, 2024, we completed our add-on offering and sale of $350.0 aggregate principal amount of our senior notes, consisting of $50.0 principal amount of additional 2026 Notes and $300.0 principal amount of additional 2028 Notes.

The additional 2026 Notes and additional 2028 Notes (the “New Notes”) were issued as additional notes under the existing Indenture (refer to [Note 11 - Debt](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_154)).

Our senior notes are the Company’s senior unsecured obligations and rank equally with all of our other existing and future unsubordinated obligations.

We will pay interest on the 2026 Notes and 2028 Notes semi-annually on March 28 and September 28 of each year, commencing September 28, 2023 for the 2026 Notes and 2028 Notes.

During the fiscal year ended March 31, 2024, we made interest payments of $137.0 for our various debt obligations.

On June 5, 2023, pursuant to a tender offer, we purchased and retired $650.0 in aggregate principal amount of our 3.300% Senior Notes due 2024 (the "2024 Notes"), with proceeds received from the 2026 Notes and 2028 Notes.

We repaid the remaining $350.0 of principal amount of our 2024 Notes on their maturity date on March 28, 2024, with proceeds received from the issuance of the New Notes.

During the fiscal year ended March 31, 2024, we recognized a debt extinguishment gain of approximately $7.7, net of unamortized debt discount and debt issuance costs recorded within Interest and other, net in our Consolidated Statement of Operations.

For example, in response to the conflict in Ukraine, we suspended sales of our products in Russia and Belarus, which had a negative impact on our financial results.

the risk of such a decline.

In addition, we aim to drive ongoing engagement and incremental revenue from recurrent consumer spending on our titles through virtual currency, add-on content, in-game purchases, and in-game advertising, all of which are typically delivered digitally.

During fiscal year 2024, 2K released *WWE 2K24, LEGO 2K Drive* and *NBA 2K24*; Zynga released *Match Factory!* and *Top Troops*; and Private Division released *Penny's Big Breakaway.*

During fiscal year 2025 to date, 2K released *TopSpin 2K25* and Private Division released *No Rest for the Wicked* early access on PC.

In addition, throughout the year, we expect to continue to deliver new content for our franchises.

We will also continue to invest in opportunities that we believe will enhance and scale our business and have the potential to drive growth over the long term.

The decrease was primarily due to Net cash used in financing activities, primarily related to net share settlements of our restricted stock awards and payment of contingent earn-outs for prior acquisitions, partially offset by issuance of common stock and our net debt activity.

The debt activity included proceeds from the issuance of 2026 Notes and

2028 Notes offset by our repayment of 2024 Notes and Term Loan (refer to [Note 11 - Debt](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_154)).

| Net Bookings | | | $ | 5,333.0 | | | | | $ | 5,283.6 | | | | | $ | 49.4 | | | | | 0.9 | | % |

The increase was primarily due to an increase in Net Bookings of $247.5 from Zynga, which we acquired in May 2022 (refer to [Note 20 - Acquisitions](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_181)), including from our hyper-casual mobile portfolio, which benefited from our November 2022 acquisition of Popcore (refer to [Note 20 - Acquisitions](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_181)), and our other top contributors *Toon Blast*, *Empires & Puzzles*, *Words with Friends,* and *Merge Dragons!,* as well as an increase in Net Bookings from our *Grand Theft Auto* and *Red Dead Redemption* franchises, including our August 2023 release of *Red Dead Redemption* and *Undead Nightmare.* This increase was partially offset by a decrease in Net Bookings from *Tiny Tina's Wonderlands*, which released in March 2022, *The Quarry*, which released in June 2022, and our *Sid Meier's Civilization, PGA TOUR 2K,* the latest installment of which, *PGA TOUR 2K23* released in October 2022, and *NBA 2K* franchises.

| Game intangibles | | | | | | 1,301.1 | | | | | | 24.3 | | % | | | | 1,169.7 | | | | | | 21.9 | | % | | | | 131.4 | | | | | | 11.2 | | % |

| Product costs | | | | | | 756.6 | | | | | | 14.1 | | % | | | | 714.0 | | | | | | 13.3 | | % | | | | 42.6 | | | | | | 6.0 | | % |

| Internal royalties | | | | | | 397.6 | | | | | | 7.4 | | % | | | | 438.9 | | | | | | 8.2 | | % | | | | (41.3) | | | | | | (9.4) | | % |

| Licenses | | | | | | 305.8 | | | | | | 5.8 | | % | | | | 306.9 | | | | | | 5.7 | | % | | | | (1.1) | | | | | | (0.4) | | % |

| Cost of revenue | | | | | | 3,107.8 | | | | | | 58.1 | | % | | | | 3,064.6 | | | | | | 57.3 | | % | | | | 43.2 | | | | | | 1.4 | | % |

| Gross profit | | | | | | $ | 2,241.8 | | | | | 41.9 | | % | | | | $ | 2,285.3 | | | | | 42.7 | | % | | | | $ | (43.5) | | | | | (1.9) | | % |

The decrease was partially offset by an increase in net revenue of (i) $225.7 from Zynga, which we acquired in May 2022 (refer to [Note 20 - Acquisitions](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_181)), including top contributors *Toon Blast,* our hyper-casual mobile portfolio, which benefited from our November 2022 acquisition of Popcore (refer to [Note 20 - Acquisitions](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_181)), *Empires & Puzzles, Merge Dragons!,* and *Words with Friends,* and (ii) $41.0 from our *Red Dead Redemption* franchise, including our August 2023 release of *Red Dead Redemption* and *Undead Nightmare*.

The increase was due to an increase in net revenue of $205.2 from Zynga, including top contributors *Toon Blast*, our hyper-casual mobile portfolio, *Empires & Puzzles*, *Merge Dragons!*, and *Words with Friends,* as well as an increase in our *Grand Theft Auto* franchise, partially offset by a decrease in *Two Dots* and our *WWE 2K* franchise.

The decrease was due to a decrease in net revenue from our *Sid Meier's Civilization* franchise; *Tiny Tina's Wonderlands;* our *NBA 2K* franchise; *The Quarry;* our *Borderlands* franchise; *Marvel's Midnight Suns,* which released in December 2022; and our *XCOM* and *Red Dead Redemption* franchises, partially offset by an increase in net revenue of $20.6 from Zynga, including top contributors *Hit It Rich* and *Zynga Poker,* and our *Grand Theft Auto* franchise.

The increase was due to an increase in net revenue of $224.5 from Zynga, including top contributors *Toon Blast*, our hyper-casual mobile portfolio, *Empires & Puzzles*, *Merge Dragons!,* and *Words With Friends,* partially offset by a decrease in net revenue from our *Grand Theft Auto* franchise, *Tiny Tina's Wonderlands, our NBA 2K* franchise, *Two Dots,* and our *Sid Meier's Civilization* franchise.

The decrease was due to a decrease in net revenue from *The Quarry, Tiny Tina's Wonderlands,* our *Sid Meier's Civilization, PGA TOUR 2K,* and *Mafia* franchises, partially offset by an increase in net revenue from our *Grand Theft Auto* and *Red Dead Redemption* franchises, and *LEGO 2K Drive*.

| Selling and marketing | | | | | | $ | 1,550.2 | | | | | 29.0 | | % | | | | $ | 1,586.5 | | | | | 29.7 | | % | | | | $ | (36.3) | | | | | (2.3) | | % |

| Research and development | | | | | | 948.2 | | | | | | 17.7 | | % | | | | 887.6 | | | | | | 16.6 | | % | | | | 60.6 | | | | | | 6.8 | | % |

| Depreciation and amortization | | | | | | 171.2 | | | | | | 3.2 | | % | | | | 122.3 | | | | | | 2.3 | | % | | | | 48.9 | | | | | | 40.0 | | % |

| Total operating expenses | | | | | | $ | 5,832.4 | | | | | 109.0 | | % | | | | $ | 3,450.5 | | | | | 64.5 | | % | | | | $ | 2,381.9 | | | | | 69.0 | | % |

| | | | | | | | | | | | | | | |

These increases were partially offset by lower production and development expenses primarily due to a reduction in the number of titles in development at certain studios as a result of our ongoing development pipeline management process and additional capitalization of costs for development on titles having established technological feasibility compared to the prior year.

These decreases were partially offset by an increase in personnel expense due to increased headcount as well as an increase in IT-related expenses for cloud-based services and IT infrastructure.

Our exposure to fluctuations in interest rates relates primarily to our short-term investment portfolio and variable rate debt under the [added: 2022] Credit Agreement.

We also had [removed: $754.0] [added: $1,456.1] of cash and cash equivalents that are comprised primarily of money market funds and bank-time deposits.

We determined that, based on the composition of our investment portfolio, there was no material interest rate risk exposure to our Consolidated Financial Statements or liquidity as of March 31, [removed: 2024.][added: 2025.]

Under our 2022 Credit Agreement, loans will bear interest at our election of (a) 0.000% to 0.625% above a certain base rate [removed: (8.50%] [added: (7.50%] at March 31, [removed: 2024)] [added: 2025)] or (b) 1.000% to 1.625% above Secured Overnight Financing [removed: Rate ("SOFR"),] [added: Rate,] approximately [removed: 5.33% at March 31, 2024, which are determined by the Company's credit rating.][added: 4.33%]

At March 31, [removed: 2024,] [added: 2025,] there were no outstanding borrowings under our 2022 Credit Agreement.

For the fiscal years ended March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] our foreign currency translation adjustment was a gain of [removed: $6.7] [added: $8.2] and a [removed: loss] [added: gain] of [removed: $58.9,] [added: $6.7,] respectively.

We recognized foreign currency exchange transaction losses of [added: $22.6,] $28.6, [removed: $31.8,] and [removed: $7.3] [added: $31.8] for the fiscal years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively, in Interest and other, net in our Consolidated Statements of Operations.

These transactions are not designated as hedging instruments and are accounted for as derivatives whereby the fair value of the contracts is reported as either assets or [added: liabilities on our Consolidated Balance Sheets, and gains and losses resulting from changes in the fair value are reported in Interest and other, net, in our Consolidated Statements of Operations.]

At March 31, [removed: 2023,] [added: 2025,] we had [removed: $51.2] [added: $97.0] of forward contracts outstanding to buy foreign currencies in exchange for U.S. dollars and [removed: $224.3] [added: $299.8] of forward contracts outstanding to sell foreign currencies in exchange for U.S. dollars all of which have maturities of less than one year.

For the fiscal years ended March 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] we recorded a gain of $5.3, a [removed: loss] [added: gain] of [removed: $15.1,] [added: $5.3,] and a [removed: gain] [added: loss] of [removed: $5.9,] [added: $15.1,] respectively, related to foreign currency forward contracts in Interest and other, net on our Consolidated Statements of Operations.

As of March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the fair values of these outstanding forward contracts were [removed: immaterial] [added: immaterial,] and were included in Accrued expenses and other current [removed: liabilities.][added: liabilities when in a loss position, or in Prepaid expenses and other when in a gain position.]

Notwithstanding our efforts to mitigate some foreign currency exchange rate risks, there can be no assurance that our hedging activities will adequately protect us against the risks associated with foreign currency [removed: fluctuations, which may be more volatile as a result of the COVID-19 pandemic.][added: fluctuations.]

[added: For the fiscal year ended March 31, 2025, 39.5% of our revenue was generated outside the U.S.] Using sensitivity analysis, a hypothetical 10% increase in the value of the U.S. dollar against all currencies would decrease revenue by [removed: 3.9%,] [added: 4.0%,] while a hypothetical 10% decrease in the value of the U.S. dollar against all currencies would increase revenue by [removed: 3.9%.][added: 4.0%.]

As of March 31, 2025, we had $9.4 of short-term investments.

at March 31, 2025, which are determined by the Company's credit rating.

As of March 31, 2024, we had $22.0 of short-term investments, which included $0.0 of available-for-sale securities.

The available-for-sale securities were recorded at fair market value with unrealized gains or losses resulting from changes in fair value reported as a separate component of Accumulated other comprehensive loss (income), in Stockholders' equity.

liabilities on our Consolidated Balance Sheets, and gains and losses resulting from changes in the fair value are reported in Interest and other, net, in our Consolidated Statements of Operations.

For the fiscal year ended March 31, 2024, 38.7% of our revenue was generated outside the United States.

We develop, operate, and publish products principally through Rockstar Games, 2K, [removed: Private Division,] and Zynga.

Our products are [removed: currently] designed for console gaming systems, including, but not limited to, the Sony Computer Entertainment, Inc. ("Sony") PlayStation®4 ("PS4") and PlayStation5 ("PS5"), [added: the] Microsoft Corporation ("Microsoft") Xbox One® ("Xbox One") and Xbox Series X|S ("Xbox Series X|S"), and [removed: Nintendo's] [added: the Nintendo] SwitchTM ("Switch"), as well as [removed: personal computers ("PC"), and] mobile, [removed: including,] [added: including] smartphones and [removed: tablets.][added: tablets, and personal computers ("PC").]

We make all of our filings with the Securities and Exchange Commission ("SEC") available free of charge on our website under the caption "Financial Information—SEC Filings." Included in these filings are our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, which are available as soon as reasonably practicable after we electronically file or furnish such materials with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of [removed: 1934.][added: 1934, as amended (the "Exchange Act").]

We have [removed: established] a [added: diverse] portfolio [removed: of proprietary software content for the major hardware and mobile] [added: that spans all key] platforms [removed: in a wide range of] [added: and numerous] genres, including action, adventure, [removed: family/casual,] [added: family, casual,] hyper-casual, role-playing, shooter, social casino, sports, and [removed: strategy, which we distribute worldwide.][added: strategy.]

We believe that our player-first [removed: mentality] [added: approach] and commitment to creativity and innovation are distinguishing strengths, enabling us to differentiate our products in the marketplace by combining advanced technology with compelling storylines and characters that provide [removed: unique] [added: unique, deeply engaging] gameplay [removed: experiences for consumers.][added: experiences.]

We use a product investment review process to evaluate potential titles for investment, [removed: to] review existing titles in development, and [removed: to] assess titles after release by measuring their performance in the market and the return on our investment.

[removed: This] [added: We believe that our] disciplined approach to product investment [removed: is expected to] [added: will] enhance the competitiveness and profitability of our titles.

[added: We have] internal development studios located in Australia, Canada, China, Czech Republic, Finland, Germany, Hungary, India, Serbia, South Korea, Spain, Turkey, the United Kingdom [removed: (U.K.),] [added: ("U.K."),] and the United States [removed: (U.S.).][added: ("U.S.").]

[removed: As of March 31, 2024, we had a] research and development staff of [removed: 9,639] [added: 10,096 full-time] employees with the technical capabilities to develop software titles for all major consoles, PCs, and mobile platforms in multiple languages and territories.

We also generate revenue from advertising [added: primarily] within our [added: mobile] software products.

We expect Rockstar Games, our wholly-owned publisher of the *Grand Theft Auto*, [removed: *LA] [added: *L.A.] Noire*, *Max Payne*, *Midnight Club*, *Red Dead Redemption*, and other popular franchises, to continue to be a leader in the action/adventure product category and to create groundbreaking entertainment.

We believe that Rockstar Games has established a uniquely original, popular, cultural phenomenon with its *Grand Theft Auto* series, which is the interactive entertainment industry's most iconic and critically acclaimed brand and has sold-in over [removed: 420] [added: 445] million units worldwide.

Our most recent installment, *Grand Theft Auto V*, which was released in 2013, has sold-in over [removed: 195] [added: 210] million units worldwide and includes access to *Grand Theft Auto Online*.

Rockstar Games continues to invest in the franchise and [removed: plans to release] [added: announced that] *Grand Theft Auto [removed: VI*] [added: VI*, which was expected to launch] in [removed: the] Fall of [removed: calendar 2025.][added: Calendar 2025, is now planned for release on May 26, 2026, during our fiscal year 2027.]

The label released its first trailer for the title in December 2023 and [added: the second in May 2025 and] will share more details [removed: over time.][added: in the future.]

*Red* *Dead Redemption 2*, which has been a critical and commercial success that set numerous entertainment industry records, has sold-in more than [removed: 60] [added: 70] million units worldwide to date.

2K's internally owned and developed franchises include the critically acclaimed, multi-million unit selling *BioShock*, *Mafia*, *Sid Meier's Civilization*, and *XCOM* [removed: franchises.][added: franchises, as well as the *Borderlands* and *Tiny Tina's Wonderlands* franchises, which we now own following our June 2024 acquisition of Gearbox Entertainment.]

[removed: We have] [added: In 2018, we] expanded our relationship with the NBA through the *NBA 2K [removed: League*, a competitive eSports league jointly owned by us and the NBA.][added: League.*]

[removed: Private Division. Our Private Division] [added: The] label [removed: is] [added: was] dedicated to bringing titles from the industry's leading creative talent to market and [removed: is] [added: was] the publisher, developer, and owner of *Kerbal Space [removed: Program* and *OlliOlli World*.][added: Program*.]

Zynga's strategy is to have numerous games in concept development and to determine which titles are best suited for soft launch and worldwide launch based on the achievement of various milestones and [removed: KPI] [added: key performance indicator (KPI)] thresholds.

Zynga's diverse portfolio of popular game franchises has been downloaded more than six billion times, including *CSR Racing*, *Dragon City*, *Empires & Puzzles*, *FarmVille*, [added: *Game of Thrones: Legends,*] *Golf Rival*, *Harry Potter: Puzzles & Spells*, *Match Factory!*, *Merge Dragons!*, *Merge Magic!*, *Monster Legends*, *Toon Blast*, *Top Eleven*, [removed: *Top Troops*,] *Toy Blast*, *Two Dots*, *Words With Friends*, *Zynga Poker*, and a high volume of hyper-casual mobile titles, including [removed: *Fill] [added: *Color Block Jam, Fill] the Fridge!,* *Parking Jam 3D*, *Power Slap*, *Pull the Pin, [removed: Twisted Tangle,] [added: Screw Jam*, *Twisted Tangle,*] and [removed: Tangled] [added: *Tangled] Snakes*.

[removed: In addition, we license and include console] manufacturer technology in our products on a non-exclusive basis, which allows our games to be played on their respective hardware systems.

The term of the agreement, as amended, expires on March 31, [removed: 2025,] [added: 2026,] with automatic one-year renewal terms thereafter (unless one party gives the other notice of termination).

Effective as of July 1, 2020, we entered into an Xbox Console Publisher License Agreement with Microsoft for the Xbox Series X|S and Xbox One consoles (the “Xbox Next Gen Agreement” [removed: and] [added: and,] together with Xbox 360 Agreement, the “Xbox Agreements”).

The terms of both Xbox Agreements expire on March 31, [removed: 2025,] [added: 2026,] each with automatic one-year renewal terms thereafter (unless one party gives the other advance notice of non-renewal).

We sell our products globally and have sales operations in Australia, Canada, France, Germany, Japan, Singapore, South Korea, [removed: Spain,] Taiwan, the [removed: United Kingdom,] [added: U.K.,] and the [removed: United States.][added: U.S. We manage a direct-to-consumer platform, primarily for our mobile business, to drive purchases directly with our consumer base.]

Sales to our five largest customers during the fiscal year ended March 31, [removed: 2024,] [added: 2025,] accounted for [removed: 79.8%] [added: 81.0%] of our net revenue, with [removed: Sony,] Apple, [added: Sony,] Google, and Microsoft each accounting for more than 10.0% of our net revenue.

We also sell advertising within a number of our [removed: games.][added: games, primarily in mobile.]

We aim to label and market our products in accordance with the applicable principles and guidelines of the Entertainment Software Rating Board, ("ESRB"), an independent self-regulatory body that assigns ratings and enforces advertising guidelines for the interactive software [removed: industry.][added: industry in the U.S. In addition, we work with similar global agencies, including the Pan-European Game Information, which is used throughout most of Europe in more than 35 countries, and the International Age Rating Coalition ("IARC"), a rating and age classification system for digitally delivered games and apps that reflects the unique cultural differences among nations and regions.]

As of March 31, [removed: 2024,] [added: 2025,] we had a sales and marketing staff of [removed: 1,353 people.][added: 1,418 full-time employees.]

- Other interactive entertainment [removed: companies, including those offering mobile games,] [added: companies] that range in size and cost structure from very small with limited resources to very large with greater financial, marketing, technical, and other resources than ours.

Examples of our competitors include [removed: Activision Blizzard,] Electronic Arts Inc., Embracer Group AB, Playrix, Playtika, Roblox, [removed: Scopely,] [added: Savvy Games,] Tencent, and Ubisoft Entertainment S.A. We also expect new competitors to enter the market and existing competitors to allocate more resources to develop and market competing games and applications.

- Other forms of entertainment such as motion pictures, television, social networking, online applications, [added: short-form video,] and other forms of entertainment, which may be less expensive or provide other advantages to consumers.

[added: For the fiscal years ended March 31, 2025, 2024, and 2023, we earned 39.5%, 38.7% and 37.2%, respectively, of our net revenue outside the U.S.] We are subject to risks inherent in foreign trade, including increased credit risks, tariffs and duties, fluctuations in foreign currency exchange rates, shipping delays and international political, regulatory, and economic developments, all of which can have a significant effect on our operating results.

[removed: With 12,371 full-time employees as of March 31, 2024, of which 7,621 were located outside of the United States, we] [added: We] are constantly focused on our teams – their success, their structure, and how best to support them given their particular needs and projects.

[removed: 46%] [added: 49%] of our [added: full-time] employees are located in North America, [removed: 36%] [added: 34%] in Europe, and [removed: 18%] [added: 17%] in the Asia-Pacific region; 78% of our [added: full-time] employees are focused on product development.

[removed: This] [added: Our] approach to the workplace presents [removed: new] challenges, as well as opportunities, for managing teams and supporting employees.

*Sustainability.* We recognize the synergies between corporate citizenship and smart business and are committed to focusing on, and [removed: measuring,] [added: measuring] the impact [removed: of] [added: of,] our [removed: Sustainability] [added: sustainability] activities, which are rooted in our core tenets of creativity, innovation, and efficiency.

We have an organization-wide Sustainability [removed: committee,] [added: Committee,] overseen by the Board of [removed: Directors,] [added: Directors (the "Board"),] to lead our [removed: Sustainability] [added: sustainability] efforts.

We [removed: are committed to enhancing workforce diversity at Take-Two, and we] strive to provide an inclusive workplace in which everyone feels respected, heard, and safe.

In October 2024, we sold our Private Division label, including our rights to substantially all of the label's titles.

Overview. Our strategy is to create hit entertainment experiences, delivered on every platform relevant to our audience through a variety of sound business models.

Our pillars - creativity, innovation, and efficiency - guide us as we strive to create the highest quality, most captivating experiences for our consumers.

Our teams have established a portfolio of proprietary software content for the major hardware and mobile platforms, and we aim to be at the forefront of technological innovation.

This enables us to appeal to a wide array of consumers and demographic groups worldwide, ranging from game

enthusiasts to casual gamers.

In addition, we license selectively some highly recognizable renowned brands, especially in sports entertainment.

We support our products with innovative marketing programs created by our internal global marketing teams.

Attract and Retain the Best Talent in the Business. Our headcount includes 12,928 full-time employees as of March 31, 2025, including 10,096 in development studios.

We are proud of the culture we have established and believe that it enables us to attract and retain some of the most talented individuals in our industry and consistently set new benchmarks for excellence.

By empowering our colleagues to embrace an entrepreneurial mindset and to take calculated risks, we believe that we have created an environment where our people can thrive.

We believe that we deploy best-in-class recruiting practices to attract new talent and encourage our people to pursue satisfying, long-term career opportunities with us by providing competitive compensation plans that align our people with our shareholders, extensive employee benefits and well-being programs, and numerous learning and development programs to encourage career growth and progression.

Develop Robust Player Relationships. Many of our releases offer a steady cadence of post-launch content to drive further engagement with our franchises, including virtual currency, add-on content, and in-game purchases.

This approach enables us to maintain consistent, positive relationships with our players, sustain ongoing relevance for our intellectual properties, and enhance the performance of our titles.

We continue to invest in tools and infrastructure to deepen our understanding of our players and to strengthen our relationships with them.

This includes our customer data platform and our customer insights and analytics, which inform our go-to-market strategy and allow us to maintain ongoing communications with our players that are tailored to their interests.

We also engage with emerging marketing platforms, technologies, and services to enhance our reach and capabilities, including our direct-to-consumer commerce platform, through which players can purchase in-game offerings, primarily for our mobile titles.

The enjoyment and safety of our players is of paramount importance to us, and we are committed to providing safe, inclusive, and welcoming environments in which our communities can gather and enjoy our services free of harassment, hate speech, toxic behavior, abuse, and other offensive content and conduct.

Increase Scale and Profitability. A key component of our strategy is to build a portfolio and forward pipeline of commercially successful franchises across console, PC, and mobile platforms.

We believe that we can increase our scale by launching new intellectual properties; growing our core franchises through high-quality, fresh sequels, relevant brand extensions, and robust live services; and expanding our intellectual property portfolio and talent base through strategic acquisitions and partnerships.

We provide continuous recurrent consumer spending offerings to fuel player engagement and growth.

As we grow our scale, we seek to run our business in a highly efficient manner in an effort to optimize and enhance our profitability.

We regularly assess opportunities to contain or reduce costs, including leveraging shared services and technology.

Identify and Lead New Paradigms and Market Trends. Our teams aspire to be at the forefront of innovation in our industry.

We are constantly evaluating and investing selectively in emerging platforms, technologies, business models, and geographies that we believe will help us grow and strengthen our business.

In particular, we believe that there are meaningful opportunities to expand our presence in Asia, the Middle East, and Latin America.

Within these regions, China is our most established market, where we offer *NBA 2K Online* and *Civilization: Eras and Allies* through our partnership with Tencent.

Our *NBA 2K Online* business is the top online PC sports game in China.

We also direct our teams to anticipate and actively address changes in consumer behavior and technology so that we can evolve our business as new dynamics develop.

As of March 31, 2025, we had a

Rockstar Games offers its GTA+ membership program, which engages its player community with an array of rotating benefits, including access to classic Rockstar Games titles.

Private Division. In October 2024, we sold our Private Division label, including our rights to substantially all of the label's titles.

In addition, we license and include console

By leveraging our direct-to-consumer platform, we are able to build closer relationships with our players, understand their behaviors and preferences more accurately, and provide value with various offers and event types.

In particular, as a global company operating in many jurisdictions, we are subject to various and complex laws and regulations domestically and internationally, including laws and regulations related to gaming, user privacy, data collection and retention, consumer protection, protection of minors, online safety, content, advertising, localization, information security, intellectual property, competition, sanctions, addressing climate change, taxation, and employment, among others.

Many of these laws and regulations are continuously evolving and developing, and the application to, and impact on, us is uncertain.

Certain of our business models are subject to new laws or regulations or evolving interpretations and application of existing laws and regulations.

The growth and development of electronic commerce, virtual items, and virtual currency has prompted calls for new laws and regulations and resulted in the application of existing laws or regulations that have limited or restricted the sale of our products and services in certain territories.

For more information on risks associated with complying with applicable laws, please see "*[Risk Factors](#i0a112ae7985e4b44aa3c691a5e94afe7_19)"*—Risks related to legal or regulatory compliance.

See [Note](#i0a112ae7985e4b44aa3c691a5e94afe7_1654) [22](#i0a112ae7985e4b44aa3c691a5e94afe7_1654) to our Consolidated Financial Statements.

Overview. Our strategy is to be the most creative, innovative, and efficient company in the evolving interactive entertainment industry.

With our diverse portfolio that spans all key platforms and numerous genres, we strive to create the highest quality, most engaging interactive entertainment franchises and captivate our global audience.

We have created, acquired, or licensed a group of highly recognizable brands to match the broad consumer demographics that we serve, ranging from adults to children and game enthusiasts to casual gamers.

Another cornerstone of our strategy is to support the success of our products in the

marketplace through innovative marketing programs and global distribution on platforms and through channels that are relevant to our target audience.

Support World-Class Creative Teams. Creativity and innovation remain two of the core tenets of our organization and are the lifeblood of our ongoing success.

We have 9,639 employees working in game development in studios around the world, including some of the most well-known names in the business.

The creative teams at Rockstar Games, 2K, Private Division, and Zynga are renowned for their consistent ability to deliver games that set new benchmarks for excellence.

In addition, Private Division is dedicated to bringing titles from top independent developers to market.

Our teams balance the art and science of game making by combining creative innovation with a player-centric, data driven approach to delight players.

We support our teams by focusing on talent acquisition and retention, and we seek to foster an environment where people build long-term careers and do their best work.

Focus on Core Strength of Producing High-Quality Titles. We focus on publishing high-quality titles based on internally owned and developed intellectual properties.

We currently own the intellectual property rights to 48 proprietary brands.

In addition, we selectively develop titles based on licensed properties, including sports leagues, and also publish externally developed titles.

We take steps to optimize efficiency and effectiveness in our operations while also maintaining high standards of quality and customer satisfaction.

Our objective is to achieve greater operating expense leverage as we grow our scale with the release of our eagerly-anticipated pipeline.

We apply this process to all of our products, whether internally or externally developed.

Our product investment review process includes reviews of each project at various stages of development by our executive management team and the senior management of our publishing labels and also includes coordination between our sales and marketing personnel before the launch of titles.

We develop our products using a combination of our internal development teams and external development resources acting under contract with us.

We select external developers based on their track record and expertise in developing products in the same category or genre.

One developer will generally produce the same game for multiple platforms and will also produce sequels to the original game.

We believe that selecting and using development resources in this manner allows us to leverage the particular expertise of our internal and external development resources, which is designed to maintain our quality standards for our products.

Leverage Emerging Technologies, Platforms, and Distribution Channels, Including Digitally-Delivered Content. Interactive entertainment, played online and on mobile, presents significant opportunities to enhance our growth and profitability.

In addition, the interactive entertainment software industry is delivering the majority of content for traditional platforms through digital download.

Virtually all of our products are available through direct digital download (from websites we own or third-party websites).

We will continue to invest in emerging opportunities in mobile and online gameplay, particularly for our wholly-owned franchises, as well as downloadable content and microtransactions that enable gamers to pay to download additional content to enhance their game playing experience.

We aim to drive ongoing engagement and incremental revenue from recurrent consumer spending on our titles through virtual currency, add-on content, and in-game purchases.

Expand International Business. The global market for interactive entertainment continues to grow, and we seek to increase our presence internationally, particularly in Asia, the Middle East, and Latin America.

We are continuing to execute on our growth initiatives in Asia, where our strategy is to build on our licensing relationships and also broaden the distribution of our existing products and expand our online gaming presence, especially in China.

2K has secured a multi-year license from the NBA to develop an online version of our NBA simulation game in China, Taiwan, Hong Kong, and Macau.

Our first such title, *NBA 2K Online*, a free-to-play NBA simulation game based on the console edition of *NBA 2K*, which was co-developed by 2K and Tencent, is the top online PC sports game in China with over 60 million registered users.

We have released two iterations of *NBA 2K Online* and continue to enhance the title with new features.

We are also a direct publisher in Japan and South Korea.

While we retain title to all intellectual property, in some regions, local publishers, under license agreements, are responsible for localization of software content, distribution, and marketing of the products in their respective local markets.

We have

Agreements with third-party developers generally give us exclusive publishing and marketing rights and require us to make development payments, pay royalties based on product sales, and satisfy other conditions.

Development payments for software titles are typically recoupable against royalties otherwise due to developers based on software sales.

Our agreements with third-party developers generally provide us with the right to monitor development efforts and to cease making development payments if specified development milestones are not satisfied.

We also regularly monitor the level of development payments in light of the expected sales for the related titles.

2K also has long-held publishing rights for *Borderlands* and *Tiny Tina's Wonderlands* from Gearbox.

Refer to [Note 14 - Commitments and [removed: Contingencies](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_163)] [added: Contingencies](#i0a112ae7985e4b44aa3c691a5e94afe7_157)] to our Consolidated Financial Statements for disclosures regarding our legal proceedings.

| | | | For the fiscal year ended March 31, [removed: 2024] [added: 2025] | | |

| Common Stock, [removed: $.01] [added: $0.01] par value | | | TTWO | | | NASDAQ Global Select Market | | |

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant's most recently completed second fiscal quarter was approximately [removed: $23,342,656,391.][added: $26,579,762,843.]

As of May [removed: 6, 2024,] [added: 5, 2025,] there were [removed: 171,385,386] [added: 177,424,908] shares of the Registrant's Common Stock outstanding, net of treasury stock.

Portions of the registrant's definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders

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| [PART [removed: III](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_73)] [added: III](#i0a112ae7985e4b44aa3c691a5e94afe7_67)] | | | | | | | | |

| [Item [removed: 10.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_76)] [added: 10.](#i0a112ae7985e4b44aa3c691a5e94afe7_70)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_76)] [added: Governance](#i0a112ae7985e4b44aa3c691a5e94afe7_70)] | | | [removed: [52](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_76)] [added: [53](#i0a112ae7985e4b44aa3c691a5e94afe7_70)] | | |

| [Item [removed: 11.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_79)] [added: 11.](#i0a112ae7985e4b44aa3c691a5e94afe7_73)] | | | [Executive [removed: Compensation](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_79)] [added: Compensation](#i0a112ae7985e4b44aa3c691a5e94afe7_73)] | | | [removed: [52](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_79)] [added: [53](#i0a112ae7985e4b44aa3c691a5e94afe7_73)] | | |

| [Item [removed: 12.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_82)] [added: 12.](#i0a112ae7985e4b44aa3c691a5e94afe7_76)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_82)] [added: Matters](#i0a112ae7985e4b44aa3c691a5e94afe7_76)] | | | [removed: [52](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_82)] [added: [53](#i0a112ae7985e4b44aa3c691a5e94afe7_76)] | | |

| [Item [removed: 13.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_85)] [added: 13.](#i0a112ae7985e4b44aa3c691a5e94afe7_79)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_85)] [added: Independence](#i0a112ae7985e4b44aa3c691a5e94afe7_79)] | | | [removed: [52](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_85)] [added: [53](#i0a112ae7985e4b44aa3c691a5e94afe7_79)] | | |

| [Item [removed: 14.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_88)] [added: 14.](#i0a112ae7985e4b44aa3c691a5e94afe7_82)] | | | [Principal Accounting Fees and [removed: Services](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_88)] [added: Services](#i0a112ae7985e4b44aa3c691a5e94afe7_82)] | | | [removed: [52](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_88)] [added: [53](#i0a112ae7985e4b44aa3c691a5e94afe7_82)] | | |

| [Item [removed: 15.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_94)] [added: 15.](#i0a112ae7985e4b44aa3c691a5e94afe7_88)] | | | [Exhibits, Financial Statement [removed: Schedules](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_94)] [added: Schedules](#i0a112ae7985e4b44aa3c691a5e94afe7_88)] | | | [removed: [53](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_94)] [added: [54](#i0a112ae7985e4b44aa3c691a5e94afe7_88)] | | |

| [Item [removed: 16.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_97)] [added: 16.](#i0a112ae7985e4b44aa3c691a5e94afe7_91)] | | | [Form 10-K [removed: Summary](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_97)] [added: Summary](#i0a112ae7985e4b44aa3c691a5e94afe7_91)] | | | [removed: [57](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_97)] [added: [59](#i0a112ae7985e4b44aa3c691a5e94afe7_91)] | | |

| | | | [Index to Financial [removed: Statements](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_100)] [added: Statements](#i0a112ae7985e4b44aa3c691a5e94afe7_94)] | | | [removed: [58](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_100)] [added: [60](#i0a112ae7985e4b44aa3c691a5e94afe7_94)] | | |

Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including risks relating to [added: the timely release and significant market acceptance of] our [removed: combination with Zynga Inc. (the "Zynga Acquisition");] [added: games;] the risks of 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; [removed: the timely release] and [removed: significant market acceptance of our games;] the ability to maintain acceptable pricing levels on our games; and other risks included herein; as well as, but not limited to, the risks and uncertainties discussed under the heading "[Risk [removed: Factors](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_19)"] [added: Factors](#i0a112ae7985e4b44aa3c691a5e94afe7_19)"] included in Part I, Item 1A herein.

| [PART I](#i0a112ae7985e4b44aa3c691a5e94afe7_13) | | | | | | | | |

| [Item 1C.](#i0a112ae7985e4b44aa3c691a5e94afe7_25) | | | [Cybersecurity](#i0a112ae7985e4b44aa3c691a5e94afe7_25) | | | [34](#i0a112ae7985e4b44aa3c691a5e94afe7_25) | | |

| [PART II](#i0a112ae7985e4b44aa3c691a5e94afe7_37) | | | | | | | | |

| [PART IV](#i0a112ae7985e4b44aa3c691a5e94afe7_85) | | | | | | | | |

| | | | [Signatures](#i0a112ae7985e4b44aa3c691a5e94afe7_181) | | | [107](#i0a112ae7985e4b44aa3c691a5e94afe7_181) | | |

| [PART I](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_13) | | | | | | | | |

| [Item 1C.](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_1667) | | | [Cyber](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_1667)[s](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_1667)[ecurity](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_1667) | | | [33](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_1667) | | |

| [PART II](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_34) | | | | | | | | |

| [PART IV](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_91) | | | | | | | | |

| | | | [Signatures](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_187) | | | [107](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_187) | | |

a.we regularly review and update at least annually our standard policies and procedures related to information technology and analyze those policies against the standards and controls that we believe are most relevant to our Company set by organizations such as the National Institute of Standards and Technology [removed: (NIST)] cybersecurity framework and the International Organization for Standardization [removed: (ISO);][added: ("ISO");]

b.we maintain a dedicated cybersecurity team under the direction of our Chief Technology Officer [removed: (CTO)] [added: ("CTO")] and supported by our Chief Information Security Officer [removed: (CISO),] [added: ("CISO"),] each of whom has expertise related to data and network security, data governance and risk management;

f.we conduct pre-engagement and [added: targeted] recurring reviews of the security controls and security-compliance posture of applicable third-party service providers;

h.we [removed: have prepared and] regularly review [removed: and test] our business [removed: continuity, disaster recovery] [added: continuity] and other back-up plans, including as they relate to cybersecurity incidents; and

d.informing the Audit Committee of our Board of [removed: Directors (the “Board”) of] significant or material cybersecurity incidents, as appropriate.

In connection with this [removed: activity ,] [added: activity,] we have incurred certain immaterial incremental one-time costs related to [added: consultants, experts and data recovery efforts and we generally expect to incur additional costs related to cybersecurity protections in the future.]

At least [removed: semi-annually] [added: quarterly] (with respect to the Audit Committee) and annually (with respect to the Board), our CTO and CISO report to the Audit Committee or the [removed: Board] [added: Board, respectively,] addressing a broad range of topics, including significant cybersecurity incidents that have occurred, if any, since the last update, the status of projects and initiatives to update our cybersecurity policies and practices, and ongoing efforts to prevent, detect, and respond to internal and external critical threats.

[removed: In addition, leaders from our communications, finance, legal] and risk teams participate in incident response training, including tabletop exercises, designed to enhance our ability to respond to cybersecurity incidents quickly, efficiently and with the appropriate degree of urgency.

These qualifications include collective decades of professional experience in the field, in both private enterprise and government, and relevant training and certifications, such as Certified Information Systems Security Professional [removed: (CISSP)] certification, ISO 27001 certification, and other technical cybersecurity certifications from ISC2, the SANs Institute and OffSec as well as recent participation in IT and cybersecurity programs organized by leading educational institutions with expertise in the field.

In addition, leaders from our communications, finance, legal

consultants, experts and data recovery efforts and we generally expect to incur additional costs related to cybersecurity protections in the future.

Our principal executive offices are located at 110 West 44th Street (also known as 1133 Avenue of the Americas), New York, New York, in approximately [removed: 117,100] [added: 102,000] square feet of space under a lease expiring in December 2037.

Take-Two Interactive Software Europe Ltd, our wholly-owned subsidiary, leases approximately 39,500 square feet of office space in London, [removed: United Kingdom,] [added: U.K.,] which expires in December 2034 and owns two office buildings in Edinburgh, [removed: United Kingdom.][added: U.K.]

2K corporate offices and two development studios occupy approximately [removed: 123,000] [added: 90,000] square feet of leased office space in Novato, [removed: California.][added: California, under a lease expiring in October 2033.]

In addition, our other subsidiaries lease office space in Sydney and Pyrmont, Australia; Halifax, Oakville, Montreal, Parksville, [added: Quebec,] Toronto, and Vancouver, Canada; Chengdu, [removed: Beijing,] Hong Kong, and Shanghai, China; Prague, Czech Republic; Helsinki, Finland; Cesson-Sévigné and Paris, France; Munich and Berlin, Germany; Budapest, Hungary; Bangalore, India; Dublin, Ireland; Tel Aviv, Israel; Tokyo, Japan; [removed: Amsterdam and The Hague, Netherlands;] Belgrade, Serbia; Singapore; Seoul, South Korea; Barcelona, Madrid, and Valencia, Spain; Luzerne, Switzerland; Taipei, Taiwan; Istanbul, Turkey; Birmingham, Brighton, Dundee, London, Lincoln, and Leeds, [removed: United Kingdom;] [added: U.K.;] and, in the [removed: United States:] [added: U.S.:] Agoura Hills, Carlsbad, Foothill [added: Ranch, Irvine, Los Angeles, Petaluma, Moorpark, San Francisco, San Mateo, and San Rafael, California; Chicago, Illinois; Sparks, Maryland; Andover and Westwood, Massachusetts; Las Vegas, Nevada; Bethpage and New York, New York; Eugene, Oregon; Austin and Frisco, Texas; and Kirkland and Seattle, Washington.]

For information regarding our lease commitments, see [Note 13 - [removed: Leases](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_160)] [added: Leases](#i0a112ae7985e4b44aa3c691a5e94afe7_154)] to our Consolidated Financial Statements.

The lease expires in October 2033 with respect to approximately 59,000 square feet and July 2025 with respect to approximately 64,000 square feet.

Ranch, Irvine, Los Angeles, Petaluma, Moorpark, San Francisco, San Jose, San Mateo, and San Rafael, California; Chicago, Illinois; Sparks, Maryland; Andover and Westwood, Massachusetts; Las Vegas, Nevada; Bethpage and New York, New York; Eugene, Oregon; Austin, Texas; and Kirkland and Seattle, Washington.

Our common stock trades on the NASDAQ Global Select Market under the symbol "TTWO." The number of record holders of our common stock was [removed: 324] [added: 313] as of May [removed: 6, 2024.][added: 5, 2025.]

We currently anticipate that all future earnings will be retained to finance the growth of our business and [removed: we do not expect to declare or] pay [removed: any cash dividends in the foreseeable future.][added: down our outstanding debt.]

The payment of dividends in the future is within the discretion of our Board [removed: of Directors] and will depend upon future earnings, capital requirements and other relevant factors.

The table setting forth this information is included in [Part III—Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_82).][added: Matters](#i0a112ae7985e4b44aa3c691a5e94afe7_76).]

*Share Repurchase Program*—Our Board [removed: of Directors] has authorized the repurchase of up to 21.7 shares of our common stock.

As of March 31, [removed: 2024,] [added: 2025,] we had repurchased a total of 11.7 shares of our common stock under the program, and 10.0 shares of our common stock remained available for repurchase under the share repurchase program.

*Summary Table*—The table below details the share repurchases that were made by us during the three months ended March 31, [removed: 2024:][added: 2025:]

| January 1 - 31, [removed: 2024] [added: 2025] | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.0 | | |

| February 1 - 28, [removed: 2024] [added: 2025] | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.0 | | |

| March 1 - 31, [removed: 2024] [added: 2025] | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.0 | | |

We do not expect to declare or pay any cash dividends in the foreseeable future.

*Stock Performance Graph*

The performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended.

The following line graph compares, from March 31, 2020 through March 31, 2025, the cumulative total shareholder return ("TSR") on our common stock with the cumulative TSR on (1) the stocks comprising the NASDAQ Composite Index, (2) the stocks comprising the S&P 500 Index, and (3) the RDG Technology Composite Index.

The comparison assumes $100 was invested on March 31, 2020 in our common stock and in each of the following indices and assumes reinvestment of all cash dividends, if any, paid on such securities.

We have not paid any cash dividends and, therefore, our cumulative TSR calculation is based solely upon stock price appreciation and not upon reinvestment of cash dividends.

Historical stock price is not necessarily indicative of future stock price performance.

Comparison of 5 Year Cumulative Total Return*

Among Take-Two Interactive Software, Inc., the NASDAQ Composite Index,

the S&P 500 Index, and the RDG Technology Composite Index

March 2025


* The graph and chart assume that $100 was invested on March 31, 2020 in the applicable stock or index and that all dividends were reinvested.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | March 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | | | | | 2024 | | | | | | 2025 | | |

| Take-Two Interactive Software, Inc. | | | $ | 100.00 | | | | | $ | 148.98 | | | | | $ | 129.62 | | | | | $ | 100.58 | | | | | $ | 125.19 | | | | | $ | 174.73 | |

| NASDAQ Composite | | | 100.00 | | | | | | 173.40 | | | | | | 187.36 | | | | | | 162.49 | | | | | | 219.49 | | | | | | 233.47 | | |

| S&P 500 | | | 100.00 | | | | | | 156.35 | | | | | | 180.81 | | | | | | 166.84 | | | | | | 216.69 | | | | | | 234.58 | | |

| RDG Technology Composite | | | 100.00 | | | | | | 170.46 | | | | | | 183.07 | | | | | | 165.71 | | | | | | 205.89 | | | | | | 220.69 | | |

During the fiscal years ended March 31, 2025, 2024, and 2023, we did not repurchase shares of our common stock.

Our Credit Agreement requires us to meet certain incurrence tests prior to paying a dividend.

See "Liquidity and Capital Resources" under [Item 7](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_46) for additional information on our Credit Agreement.

During the fiscal years ended March 31, 2024, 2023, and 2022, we repurchased 0.0, 0.0, and 1.3 shares of our common stock in the open market, respectively, for $0.0, $0.0, and $200.0, respectively, including commissions, as part of the program.

We provide details of our valuation and qualifying accounts in [Note 19 - Supplementary Financial [removed: Information](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_178)] [added: Information](#i0a112ae7985e4b44aa3c691a5e94afe7_172)] to our Consolidated Financial Statements.

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the [removed: Securities] Exchange [removed: Act of 1934, as amended (the "Exchange Act"))] [added: Act)] are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange [removed: Commission's rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.]

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures at March 31, [removed: 2024,] [added: 2025,] the end of the period covered by this report.

Based on this evaluation, the principal executive officer and principal financial officer concluded that, at March 31, [removed: 2024,] [added: 2025,] our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported on a timely basis, and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, [removed: 2024.][added: 2025.]

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, [removed: 2024,] [added: 2025,] which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Commission's rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

In accordance with SEC guidance, our management's assessment of the effectiveness of internal control over financial reporting did not include the internal controls of Gearbox, which we acquired in June 2024 and which is included in our March 31, 2025 Consolidated Financial Statements.

The acquired business constituted 3.7% of consolidated total assets as of March 31, 2025.

On June 11, 2024, we acquired Gearbox.

We are currently in the process of incorporating the internal controls and procedures for Gearbox into our internal control over financial reporting for purposes of our assessment of and report on internal control over financial reporting for the fiscal year ending March 31, 2026.

[removed: *Securities] [added: Securities] Trading Plans of Directors and Executive [removed: Officers*][added: Officers]

Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the [removed: Securities] Exchange [removed: Act of 1934 (the “Exchange Act”),] [added: Act,] may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.

[removed: During the quarter ended March 31, 2024, no] [added: No other] Section 16 [removed: officer] [added: officers] or [removed: director,] [added: directors,] as defined in Rule 16a-1(f), adopted, modified, or terminated a [removed: "Rule] [added: “Rule] 10b5-1 trading [removed: arrangement"] [added: arrangement”] or a [removed: "non-Rule] [added: “non-Rule] 10b5-1 trading [removed: arrangement,"] [added: arrangement,”] as defined in Item 408 of Regulation [removed: S-K.][added: S-K, during the three months ended March 31, 2025.]

During the quarter ended March 31, 2025, the following Section 16 officers and directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a "Rule 10b5-1 trading arrangements" (as defined in Item 408 of Regulation S-K):

On March 5, 2025, Ellen Siminoff, a member of our Board of Directors, adopted a new written trading plan.

The plan's maximum duration is until June 30, 2026, and the first trade will not occur until June 4, 2025, at the earliest.

The trading plan is intended to permit Ms. Siminoff to sell up to an aggregate of 4,954 shares of our common stock.

Amendment to 2022 Credit Agreement

On May 19, 2025, the Company, as borrower, entered into that certain Amendment No. 3 (the “Amendment”) to the Company’s 2022 Credit Agreement (as further amended by the Amendment, the “Amended 2022 Credit Agreement”), by and among JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders, JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association as joint lead arrangers and joint bookrunners, and a syndicate of other banks and financial institutions.

The Amendment increases the commitments to the revolving credit facility under the existing 2022 Credit Agreement (the “Revolving Credit Facility") to $1,000,000,000 (up from $750,000,000 under the existing 2022 Credit Agreement), with sublimits for (a) the issuance of letters of credit in an aggregate face amount of up to $100,000,000 and (b) borrowings and letters of credit denominated in Pounds Sterling, Euros and Canadian Dollars in an aggregate face amount of up to $200,000,000.

The Amended 2022 Credit Agreement will continue to provide uncommitted incremental capacity permitting the incurrence of up to an additional amount not to exceed the greater of $250,000,000 and 35% of the Company’s Consolidated Adjusted EBITDA (as defined in the Amended 2022 Credit Agreement).

Under the Amendment, the maturity date was extended to May 19, 2030, but retains the extension option permitting the Company, subject to certain requirements, to arrange to extend the revolving credit facility for an additional one-year term which may be exercised no more than two times under the Amended 2022 Credit Agreement.

The Revolving Credit Facility continues to bear interest at the election of the company at a margin of (a) 0.000% to 0.625% above an alternate base rate (defined on the basis of prime rate) or (b) 1.000% to 1.625% above the SOFR Rate, which margins are determined by reference to the Company’s credit rating.

The Amended 2022 Credit Agreement includes a maximum leverage ratio covenant, as well as customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, and dispose of all or substantially all assets, in each case subject to certain exceptions and baskets.

In addition, the Amended 2022 Credit Agreement provides for events of default customary for a credit facility of this size and type, including, among others, non-payment of principal and interest when due thereunder, breaches of representations and warranties, noncompliance with covenants, acts of insolvency, cross-defaults to material indebtedness, and material judgment defaults (subject to certain limitations and cure periods).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.41 hereto and is incorporated by reference herein.

Receivables Purchase Agreement

On May 19, 2025, the Company and Zynga Inc., as sellers (the “Sellers”), entered into a Receivables Purchase Agreement (the “Receivable Purchase Agreement”) with Wells Fargo Bank, N.A., as administrative agent and purchaser thereunder (“Wells Fargo”).

The Receivables Purchase Agreement provides for an uncommitted receivables purchase facility in an initial aggregate amount of up to $215,000,000, whereby Wells Fargo may purchase from the Sellers, and the Sellers may sell to Wells Fargo, accounts receivables (“Receivables”) owed by certain debtors to the Sellers on the terms and conditions set forth therein (each purchase and sale, a “Sale of Accounts Receivable”).

Under the Receivables Purchase Agreement, each Sale of Accounts Receivable, is made at a purchase price based on a margin of 0.95% or 0.90% (which margins have been determined in advance for each class of Receivable) above the SOFR Rate.

The purchase price may be adjusted after each Sale of Accounts Receivable, to reflect true up statements or reductions to the net face amount of such Receivables.

The Sale of Accounts Receivable under the Receivable Purchase Agreement shall be made on a “true sale” basis and the Sellers are not responsible for the non-payment of sold Receivables due to the insolvency of the applicable account debtor.

The Receivables Purchase Agreement includes, among other terms and conditions, customary representations and warranties, affirmative and negative covenants, and repurchase events that may be triggered by the breach of certain covenants by the Sellers or misrepresentations made with respect to the Receivables at the time of sale.

In addition, on May 19, 2025, the Company executed a performance undertaking whereby it agreed, for the benefit of Wells Fargo, to cause the due and punctual payment and performance by its subsidiary Zynga Inc., of all its obligations as a Seller under the Receivables Purchase Agreement.

The foregoing description of the Receivables Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Receivables Purchase Agreement, a copy of which is attached as Exhibit 10.42 hereto and is incorporated by reference herein.

The information required by this Item is incorporated herein by reference to the sections entitled "Proposal 1—Election of Directors" and "Executive Compensation—Section 16(a) Beneficial Ownership Reporting Compliance" in our definitive Proxy Statement (the "Proxy Statement") for the Annual Meeting of Stockholders to be held in [removed: 2024.][added: 2025.]

We intend to file the Proxy Statement within 120 days after the end of the fiscal year (i.e. on or before July 29, [removed: 2024).][added: 2025).]

See Index to Financial Statements on page [removed: [58](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_100)] [added: [60](#i0a112ae7985e4b44aa3c691a5e94afe7_94)] of this Report.

See [Note 19 - Supplementary Financial [removed: Information](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_178)] [added: Information](#i0a112ae7985e4b44aa3c691a5e94afe7_172)] to our Consolidated Financial Statements.

| 4.1 | | | | | | [Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-41xdescriptionofregistr.htm) | | | | | | [added: 10-K] | | | | | | [added: 5/22/2024] | | | | | | [added: 4.1] | | | | | | [removed: X] | | |

| [removed: 4.9] [added: 4.11] | | | | | | [Form of Global Note representing 3.300% Senior Notes due 2024 (included as part of Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex42.htm) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.6 | | | | | | | | |

| [removed: 4.10] [added: 4.12] | | | | | | [Form of Global Note representing 3.550% Senior Notes due 2025 (included as part of Exhibit 4.4)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex43.htm) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.7 | | | | | | | | |

| [removed: 4.11] [added: 4.13] | | | | | | [Form of Global Note representing 3.700% Senior Notes due 2027 (included as part of Exhibit 4.5)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex44.htm) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.8 | | | | | | | | |

| [removed: 4.12] [added: 4.14] | | | | | | [Form of Global Note representing 4.000% Senior Notes due 2032 (included as part of Exhibit 4.6)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex45.htm) | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | 4.9 | | | | | | | | |

| [removed: 4.13] [added: 4.15] | | | | | | [Form of Global Note representing 5.000% Senior Notes due 2026 (included as part of Exhibit 4.7)](https://www.sec.gov/Archives/edgar/data/946581/000119312523102153/d500281dex41.htm) | | | | | | 8-K | | | | | | 4/14/2023 | | | | | | 4.3 | | | | | | | | |

| [removed: 4.14] [added: 4.16] | | | | | | [Form of Global Note representing 4.950% Senior Notes due 2028 (included as part of Exhibit 4.8)](https://www.sec.gov/Archives/edgar/data/946581/000119312523102153/d500281dex42.htm) | | | | | | 8-K | | | | | | 4/14/2023 | | | | | | 4.4 | | | | | | | | |

| [removed: 4.15] [added: 4.19] | | | | | | [First Supplemental Indenture, dated May 23, 2022, by and among Zynga Inc., Zebra MS II, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.](https://www.sec.gov/Archives/edgar/data/1439404/000119312522156900/d303776dex41.htm) | | | | | | 8-K | | | | | | 5/26/2022 | | | | | | 4.1 | | | | | | | | |

| [removed: 4.16] [added: 4.20] | | | | | | [First Supplemental Indenture, dated May 23, 2022, by and among Zynga Inc., Zebra MS II, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.](https://www.sec.gov/Archives/edgar/data/1439404/000119312522156900/d303776dex42.htm) | | | | | | 8-K | | | | | | 5/26/2022 | | | | | | 4.2 | | | | | | | | |

| [removed: 10.37] [added: 10.38] | | | | | | [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](https://www.sec.gov/Archives/edgar/data/946581/000119312522160004/d306239dex101.htm) | | | | | | 8-K | | | | | | 5/26/2022 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.38] [added: 10.39] | | | | | | [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.](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-1038xamendmentno1tocred.htm) | | | | | | [added: 10-K] | | | | | | [added: 5/22/2024] | | | | | | [added: 10.38] | | | | | | [removed: X] | | |

| [removed: 10.39] [added: 10.43] | | | | | | [Xbox 360 Publisher License Agreement dated November 17, 2005, between Microsoft Licensing, GP and the Company](https://www.sec.gov/Archives/edgar/data/946581/000104746911009224/a2206110zex-10_3.htm)* | | | | | | 10-Q | | | | | | 11/8/2011 | | | | | | 10.3 | | | | | | | | |

| [removed: 10.40] [added: 10.44] | | | | | | [Amendment to Xbox 360 Publisher License Agreement, dated December 4, 2008, between Microsoft Licensing, GP and the Company](https://www.sec.gov/Archives/edgar/data/946581/000104746909006187/a2193344zex-10_1.htm)* | | | | | | 10-Q | | | | | | 6/5/2009 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.41] [added: 10.45] | | | | | | [Amendment to the Xbox 360 Publisher License Agreement, dated November 22, 2011, between the Company and Microsoft Licensing, GP](https://www.sec.gov/Archives/edgar/data/946581/000104746912000587/a2207032zex-10_1.htm)* | | | | | | 10-Q | | | | | | 2/3/2012 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.42] [added: 10.46] | | | | | | [Amendment to the Xbox 360 Publisher License Agreement, dated December 11, 2012, between the Company and Microsoft Licensing, GP](https://www.sec.gov/Archives/edgar/data/946581/000104746913000681/a2212680zex-10_2.htm)* | | | | | | 10-Q | | | | | | 2/6/2013 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.43] [added: 10.47] | | | | | | [Amendment to the Xbox 360 Publisher License Agreement, dated November 13, 2013, between the Company and Microsoft Licensing, GP](https://www.sec.gov/Archives/edgar/data/946581/000104746914000555/a2218068zex-10_2.htm)* | | | | | | 10-Q | | | | | | 2/4/2014 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.44] [added: 10.48] | | | | | | [Amendment to the Xbox 360 Publisher License Agreement, dated September 30, 2014, between Microsoft Corporation and the Company](https://www.sec.gov/Archives/edgar/data/946581/000104746914008670/a2221879zex-10_1.htm)* | | | | | | 10-Q | | | | | | 10/30/2014 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.45] [added: 10.49] | | | | | | [Amendment to the Xbox 360 Publisher License Agreement, signed on [removed: December](https://www.sec.gov/Archives/edgar/data/946581/000162828018001226/ttwoex-10x2.htm) [5](https://www.sec.gov/Archives/edgar/data/946581/000162828018001226/ttwoex-10x2.htm)[,] [added: December 5,] 2017, between Microsoft Corporation and the Company](https://www.sec.gov/Archives/edgar/data/946581/000162828018001226/ttwoex-10x2.htm)* | | | | | | 10-Q | | | | | | 2/8/2018 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.46] [added: 10.50] | | | | | | [Xbox Console Publisher License Agreement, dated as of July 1, 2020, by and between Take-Two Interactive Software, Inc. and Microsoft Corporation](https://www.sec.gov/Archives/edgar/data/0000946581/000162828020015824/xboxagreement.htm) | | | | | | 10-Q | | | | | | 11/6/2020 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.47] [added: 10.51] | | | | | | [PlayStation Global Developer and Publisher Agreement, dated as of March 23, 2017, between the Company and certain of its affiliates and Sony Interactive Entertainment, Inc., Sony Interactive Entertainment America LLC, and Sony Interactive Entertainment Europe Ltd.](https://www.sec.gov/Archives/edgar/data/946581/000162828017005833/ex10-48.htm)* | | | | | | 10-K | | | | | | 5/24/2017 | | | | | | 10.48 | | | | | | | | |

| [removed: 10.48] [added: 10.52] | | | | | | [PlayStation 5 Amendment to PlayStation Global Developer and Publisher Agreement, effective as of May 1, 2020 and signed on September 30, 2020, between Take-Two Interactive Software, Inc. and certain of its affiliates and Sony Interactive Entertainment, Inc., Sony Interactive Entertainment America LLC, and Sony Interactive Entertainment Europe Ltd.](https://www.sec.gov/Archives/edgar/data/0000946581/000162828020015824/playstationagreement.htm) | | | | | | 10-Q | | | | | | 11/6/2020 | | | | | | 10.4 | | | | | | | | |

| [removed: 10.49] [added: 10.53] | | | | | | [Lease Agreement, dated as of December 12, 2016, by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties II LLC for a premises with entrances at 1133 Avenue of the Americas and 110 West 44th Street, New York, New York 10036](https://www.sec.gov/Archives/edgar/data/946581/000104746917000578/a2230843zex-10_1.htm) | | | | | | 10-Q | | | | | | 2/8/2017 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.50] [added: 10.53] | | | | | | [First Amendment to Lease, dated as of July 25, 2018 by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties II LLC](https://www.sec.gov/Archives/edgar/data/946581/000162828018013920/a093018ttwoex-10x1.htm) | | | | | | 10-Q | | | | | | 11/8/2018 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.51] [added: 10.54] | | | | | | [Second Amendment to Lease, dated as of August 31, 2021 by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties III LLC](https://www.sec.gov/Archives/edgar/data/0000946581/000162828021021561/taketwosecondamendmenttole.htm) | | | | | | 10-Q | | | | | | 11/4/2021 | | | | | | 10.1 | | | | | | | | |

| 19.1 | | | | | | [Take-Two Interactive Software, Inc. Securities Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-191xt2securitiestrading.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/0000946581/000162828024024623/ex-191xt2securitiestrading.htm)] | | | | | | [added: 10-K] | | | | | | [added: 5/22/2024] | | | | | | [added: 19.1] | | | | | | [removed: X] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-21103312024.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/946581/000162828025026694/ex-21103312025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-23103312024.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/946581/000162828025026694/ex-23103312025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Chief Executive Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-31103312024.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828025026694/ex-31103312025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Chief Financial Officer Certification Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-31203312024.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828025026694/ex-31203312025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-32103312024.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828025026694/ex-32103312025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | | | | [Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-32203312024.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/946581/000162828025026694/ex-32203312025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 97.1 | | | | | | [Take-Two Interactive Software, Inc. Policy for the Recovery of Erroneously Awarded [removed: Compensation](https://www.sec.gov/Archives/edgar/data/946581/000162828024024623/ex-971xclawbackpolicy.htm)] [added: Compensation](https://www.sec.gov/Archives/edgar/data/0000946581/000162828024024623/ex-971xclawbackpolicy.htm)] | | | | | | [added: 10-K] | | | | | | [added: 5/22/2024] | | | | | | [added: 97.1] | | | | | | [removed: X] | | |

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] (ii) Consolidated Statements of Operations for the fiscal years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] (iii) Consolidated Statements of Comprehensive [removed: (Loss) Income] [added: Loss] for the fiscal years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] (iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] (v) Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] and (vi) Notes to the Consolidated Financial Statements.

| 4.9 | | | | | | [Seventh Supplemental Indenture, dated as of June 12, 2024, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.](https://www.sec.gov/Archives/edgar/data/946581/000119312524159952/d818250dex41.htm) | | | | | | 8-K | | | | | | 6/12/2024 | | | | | | 4.1 | | | | | | | | |

| 4.10 | | | | | | [Eighth Supplemental Indenture, dated as of June 12, 2024, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.](https://www.sec.gov/Archives/edgar/data/946581/000119312524159952/d818250dex42.htm) | | | | | | 8-K | | | | | | 6/12/2024 | | | | | | 4.2 | | | | | | | | |

| 4.17 | | | | | | [Form of Global Note representing 5.400% Senior Notes due 2029 (included as part of Exhibit 4.9)](https://www.sec.gov/Archives/edgar/data/946581/000119312524159952/d818250dex41.htm) | | | | | | 8-K | | | | | | 6/12/2024 | | | | | | 4.3 | | | | | | | | |

| 4.18 | | | | | | [Form of Global Note representing 5.600% Senior Notes due 2034 (included as part of Exhibit 4.10)](https://www.sec.gov/Archives/edgar/data/946581/000119312524159952/d818250dex42.htm) | | | | | | 8-K | | | | | | 6/12/2024 | | | | | | 4.4 | | | | | | | | |

| 4.21 | | | | | | [Form of Indenture to be entered into between the Company and The Bank of New York Mellon](https://www.sec.gov/Archives/edgar/data/946581/000119312525021925/d930805ds3asr.htm) | | | | | | S-3 ASR | | | | | | 2/7/2025 | | | | | | 4.1(B) | | | | | | | | |

| 10.37 | | | | | | [Restricted Unit Agreement dated as of June 3, 2024, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+](https://www.sec.gov/Archives/edgar/data/946581/000119312524153067/d845657ds3asr.htm) | | | | | | S-3 ASR | | | | | | 6/3/2024 | | | | | | 10.2 | | | | | | | | |

| 10.40 | | | | | | [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.](https://www.sec.gov/Archives/edgar/data/946581/000162828024036273/a06302024ttwoex-103.htm) | | | | | | 10-Q | | | | | | 8/9/2024 | | | | | | 10.3 | | | | | | | | |

| 10.41 | | | | | | [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.](https://www.sec.gov/Archives/edgar/data/946581/000162828025026694/ex-1041xamendmentno3tocred.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.42 | | | | | | [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.](https://www.sec.gov/Archives/edgar/data/946581/000162828025026694/ex-1042xreceivablespurchas.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 2.1 | | | | | | [Share Purchase Agreement, dated March 27, 2024, by and among Take-Two Interactive Software, Inc., Groundhog 2, LLC, The Gearbox Entertainment Company Holding AB, and Embracer Group AB.](https://www.sec.gov/Archives/edgar/data/946581/000119312524083524/d817256dex21.htm)† | | | | | | 8-K | | | | | | 4/1/2024 | | | | | | 2.1 | | | | | | | | |

FISCAL YEAR ENDED MARCH 31, [removed: 2024][added: 2025]

| [Reports of Independent Registered Public Accounting [removed: Firm](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_103)] [added: Firm](#i0a112ae7985e4b44aa3c691a5e94afe7_97)] (Ernst & Young LLP, New York, New York, PCAOB ID 42) | | | [removed: [59](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_103)] [added: [61](#i0a112ae7985e4b44aa3c691a5e94afe7_97)] | | |

| [Consolidated Balance [removed: Sheets](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_106)—At] [added: Sheets](#i0a112ae7985e4b44aa3c691a5e94afe7_100)—At] March 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [63](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_106)] [added: [65](#i0a112ae7985e4b44aa3c691a5e94afe7_100)] | | |

| [Consolidated Statements of [removed: Operations](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_109)—For] [added: Operations](#i0a112ae7985e4b44aa3c691a5e94afe7_103)—For] the fiscal years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [64](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_109)] [added: [66](#i0a112ae7985e4b44aa3c691a5e94afe7_103)] | | |

| [Consolidated Statements of [removed: Comprehensive (Loss) Income](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_112)—For] [added: Comprehensive](#i0a112ae7985e4b44aa3c691a5e94afe7_106) [Loss](#i0a112ae7985e4b44aa3c691a5e94afe7_106)—For] the fiscal years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [65](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_112)] [added: [67](#i0a112ae7985e4b44aa3c691a5e94afe7_106)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_115)—For] [added: Flows](#i0a112ae7985e4b44aa3c691a5e94afe7_109)—For] the fiscal years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [66](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_115)] [added: [68](#i0a112ae7985e4b44aa3c691a5e94afe7_109)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_118)—For] [added: Equity](#i0a112ae7985e4b44aa3c691a5e94afe7_112)—For] the fiscal years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [67](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_118)] [added: [69](#i0a112ae7985e4b44aa3c691a5e94afe7_112)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_121)] [added: Statements](#i0a112ae7985e4b44aa3c691a5e94afe7_115)] | | | [removed: [68](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_121)] [added: [70](#i0a112ae7985e4b44aa3c691a5e94afe7_115)] | | |

We have audited the accompanying consolidated balance sheets of Take-Two Interactive Software, Inc. (the Company) as of March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive [removed: (loss) income,] [added: loss,] cash [removed: flows,] [added: flows] and stockholders’ equity for each of the three years in the period ended March 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated May [removed: 21, 2024] [added: 20, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As of March 31, [removed: 2024,] [added: 2025,] the Company's intangible assets that are subject to amortization included developed game technology [added: and branding and trade names] of [removed: $2,487.4 million.] [added: $1,842.4 million and $255.5 million, respectively.] As disclosed in Note 1 to the consolidated financial statements, intangible assets that are subject to amortization are tested for impairment whenever events or changes in circumstances indicate that the related carrying amount of [removed: the] [added: an] asset or asset group may not be recoverable. The carrying amount of the asset is compared to the estimated undiscounted future cash flows that are expected to result from the use of the asset. [removed: During] [added: As disclosed in Note 9 to] the [added: consolidated financial statements, during the] fiscal year ended March 31, [removed: 2024,] [added: 2025,] the Company recorded impairment charges of [removed: $577.4] [added: $137.0] million related to certain of its developed game technology intangible [added: assets and $39.3 million related to certain of its branding and trade names intangible] assets. Auditing the Company’s impairment tests was complex due to the significant management judgment and estimation uncertainty in determining the fair value of certain intangible assets that were tested for impairment. The significant assumptions used to estimate the value of the intangible assets included forecasted revenue, EBITDA margins, [removed: long-term decay rates,] and [removed: discount rates.] [added: royalty rate.] These significant assumptions were forward-looking and could be affected by future company-specific, economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its process to determine the fair value of intangible assets that are subject to amortization being measured for impairment. For example, we tested controls over management’s review of the significant assumptions used to estimate the fair value of the developed game technology intangible assets that were tested for impairment. To test the estimated fair value of the developed game technology [added: and branding and trade names] intangible assets that were impaired, our audit procedures included, among others, evaluating the valuation methodology used, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used by the Company in its analyses. For example, we evaluated the Company’s forecasted revenue and EBITDA margins by considering historical results and current industry and economic trends. In addition, we involved our internal valuation specialists to assist in testing the methodology and certain significant assumptions used to value the [removed: developed game technology] [added: branding and trade names] intangible assets that were tested for impairment. We also performed a sensitivity analysis on certain of the significant assumptions to evaluate the change in the fair value estimates that would result from changes in assumptions. | | |

| *Description of the Matter* | | | As of March 31, [removed: 2024,] [added: 2025,] the Company’s goodwill balance was [removed: $4,426.4] [added: $1,057.3] million. As disclosed in Note 1 to the consolidated financial statements, goodwill is tested for impairment annually, or more frequently if events and circumstances indicate the fair value of a reporting unit may be below its carrying amount. If the carrying value exceeds the fair value, an impairment charge is recognized equal to the difference between the carrying value of the reporting unit and its fair value. [removed: During] [added: As disclosed in Note 9 to] the [added: consolidated financial statements, during the] fiscal year ended March 31, [removed: 2024,] [added: 2025,] the Company recorded impairment charges of [removed: $2,342.1] [added: $3,545.2] million, representing a partial impairment related to a certain reporting unit. Auditing the Company’s impairment test was complex due to the significant management judgment and estimation uncertainty involved in determining the fair value of the reporting unit that was quantitatively tested for impairment. The significant assumptions used to estimate the value of the reporting unit included forecasted revenue, EBITDA margins, [removed: long-term growth rate,] and discount rate. These significant assumptions are forward-looking and could be affected by future company-specific, economic and market conditions. | | |

We have audited Take-Two Interactive Software, Inc.’s internal control over financial reporting as of March 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Take-Two Interactive Software, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive [removed: (loss) income,] [added: loss,] cash flows and stockholders’ equity for each of the three years in the period ended March 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated May [removed: 21, 2024] [added: 20, 2025] expressed an unqualified opinion thereon.

| | | | | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 754.0] [added: 1,456.1] | | | | | $ | [removed: 827.4] [added: 754.0] | |

| Short-term investments | | | | | | [removed: 22.0] [added: 9.4] | | | | | | [removed: 187.0] [added: 22.0] | | |

| Restricted cash and cash equivalents | | | | | | [removed: 252.1] [added: 14.9] | | | | | | [removed: 307.6] [added: 252.1] | | |

| Accounts receivable, net of allowances of [removed: $1.2] [added: $1.6] and [removed: $1.3] [added: $1.2] at March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | | | | [removed: 679.7] [added: 771.1] | | | | | | [removed: 763.2] [added: 679.7] | | |

| Software development costs and licenses | | | | | | [removed: 88.3] [added: 80.8] | | | | | | [removed: 65.9] [added: 88.3] | | |

| Contract assets | | | | | | [removed: 85.0] [added: 80.8] | | | | | | [removed: 79.9] [added: 85.0] | | |

| Prepaid expenses and other | | | | | | [removed: 378.6] [added: 402.8] | | | | | | [removed: 277.1] [added: 378.6] | | |

| Total current assets | | | | | | [removed: 2,259.7] [added: 2,815.9] | | | | | | [removed: 2,508.1] [added: 2,259.7] | | |

| Fixed assets, net | | | | | | [removed: 411.1] [added: 443.8] | | | | | | [removed: 402.8] [added: 411.1] | | |

| Right-of-use assets | | | | | | [removed: 325.7] [added: 326.1] | | | | | | [removed: 282.7] [added: 325.7] | | |

| Software development costs and licenses, net of current portion | | | | | | [removed: 1,446.5] [added: 1,892.6] | | | | | | [removed: 1,072.2] [added: 1,446.5] | | |

| Goodwill | | | | | | [removed: 4,426.4] [added: 1,057.3] | | | | | | [removed: 6,767.1] [added: 4,426.4] | | |

| Other intangibles, net | | | | | | [removed: 3,060.6] [added: 2,336.0] | | | | | | [removed: 4,453.2] [added: 3,060.6] | | |

| Long-term restricted cash and cash equivalents | | | | | | [removed: 95.9] [added: 88.2] | | | | | | [removed: 99.6] [added: 95.9] | | |

| Total assets | | | | | | $ | [removed: 12,216.9] [added: 9,180.7] | | | | | $ | [removed: 15,862.1] [added: 12,216.9] | |

| Accounts payable | | | | | | $ | [removed: 195.9] [added: 194.7] | | | | | $ | [removed: 140.1] [added: 195.9] | |

| Accrued expenses and other current liabilities | | | | | | [removed: 1,062.6] [added: 1,127.6] | | | | | | [removed: 1,225.7] [added: 1,062.6] | | |

| Deferred revenue | | | | | | [removed: 1,059.5] [added: 1,083.5] | | | | | | [removed: 1,078.8] [added: 1,059.5] | | |

| Lease liabilities | | | | | | [removed: 63.8] [added: 61.5] | | | | | | [removed: 60.2] [added: 63.8] | | |

| Short-term debt, net | | | | | | [removed: 24.6] | | | | | | [removed: 1,346.8] | | | [added: | | | $ | 24.6 | | | | | | | |]

| Total current liabilities | | | | | | [removed: 2,406.4] [added: 3,615.8] | | | | | | [removed: 3,851.6] [added: 2,406.4] | | |

| Long-term debt, net | | | | | | [removed: 3,058.3] | | | | | | [removed: 1,733.0] | | | [added: | | | $ | 3,058.3 | | | | | | | |]

May 20, 2025

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Gearbox, which is included in the 2025 consolidated financial statements of the Company and constituted 3.7% of total assets as of March 31, 2025 and 0.4% of net revenue for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Gearbox.

May 20, 2025

| | | | | | | 2025 | | | | | | 2024 | | |

| Other assets | | | | | | 220.8 | | | | | | 191.0 | | |

| Net loss | | | | | | $ | (4,478.9) | | | | | $ | (3,744.2) | | | | | $ | (1,124.7) | |

| Net loss | | | | | | $ | (4,478.9) | | | | | $ | (3,744.2) | | | | | $ | (1,124.7) | |

| Goodwill impairment | | | | | | 3,545.2 | | | | | | 2,342.1 | | | | | | — | | |

| Divestitures | | | | | | 32.7 | | | | | | — | | | | | | — | | |

| Net loss | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,478.9) | | | | | | — | | | | | | (4,478.9) | | |

| Exercise of stock options | | | | | | 0.6 | | | | | | — | | | | | | 31.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31.4 | | |

| Issuance of shares related to Zynga convertible notes | | | | | | 0.1 | | | | | | — | | | | | | 16.0 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16.0 | | |

| Other changes, net | | | | | | — | | | | | | 0.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.1 | | |

| Balance, March 31, 2025 | | | | | | 200.8 | | | | | | 2.0 | | | | | | $ | 10,312.0 | | | | | (23.7) | | | | | | $ | (1,020.6) | | | | | $ | (7,058.8) | | | | | $ | (96.9) | | | | | $ | 2,137.7 | |

In October 2024, we sold our Private Division label, including our rights to substantially all of the label's titles.

A third customer accounted for 17.4%, 18.6%, and 20.8% of net revenue during the fiscal years ended March 31, 2025, 2024, and 2023, respectively.

A fourth customer accounted for 10.1%, 12.3%, and 13.6% of net revenue during the fiscal years ended March 31, 2025, 2024, and 2023, respectively.

We did not

If we subsequently determine that a product that was technologically feasible ceases to meet the requirements for that determination, costs capitalized to date are expensed to Research and development in the period where the product is deemed no longer technologically feasible.

period development expense recognized for titles that do not meet the capitalization criteria.

the asset, discounted to present value.

During the fiscal years ended March 31, 2025 and 2024, we recognized goodwill impairment charges of $3,545.2 and $2,342.1, respectively, representing a partial impairment related to one of our reporting units.

Advertising, marketing, and other

Beginning in April 2024, employee participants fulfilled their related tax withholding obligation by selling vested shares at the time of vesting in non-discretionary transactions pursuant to our mandatory sell-to-cover policy.

The proceeds from the employee participants' sales of vested shares are remitted to us to cover the tax withholding payments to tax authorities.

We adopted the new guidance for the fiscal year ended March 31, 2025 and included the required disclosures with respect to our one operating segment.

Refer to [Note 22 - Seg](#i0a112ae7985e4b44aa3c691a5e94afe7_1654)[ment](#i0a112ae7985e4b44aa3c691a5e94afe7_1654) [Reportin](#i0a112ae7985e4b44aa3c691a5e94afe7_1654)[g](#i0a112ae7985e4b44aa3c691a5e94afe7_1654) [and Geographic Information](#i0a112ae7985e4b44aa3c691a5e94afe7_1654).

Recently Issued Accounting Pronouncements

Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,* which requires additional, disaggregated disclosure about certain income statement expense line items.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 (April 1, 2027 for the Company) and interim periods within fiscal years beginning after December 15, 2027 (April 1, 2028 for the Company).

| Total net revenue | | | | | | $ | 5,633.6 | | | | | $ | 5,349.6 | | | | | $ | 5,349.9 | |

| Total net revenue | | | | | | $ | 5,633.6 | | | | | $ | 5,349.6 | | | | | $ | 5,349.9 | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Total net revenue | | | | | | $ | 5,633.6 | | | | | $ | 5,349.6 | | | | | $ | 5,349.9 | |

The 2017 Management Agreement

| | | | | | | March 31, 2025 | | | | | | | | | | | | | | | | | | | | |

| Equity securities | | | | | | 7.3 | | | | | | — | | | | | | — | | | | | | 7.3 | | |

| Total financial assets | | | | | | $ | 1,257.8 | | | | | $ | — | | | | | $ | 24.3 | | | | | $ | 1,282.1 | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Revenue recognition | | |

| *Description of the Matter* | | | As described in Note 1 to the consolidated financial statements, revenue for amounts allocated to the game related services for full game software products as well as virtual currency and in-game purchases is recognized ratably over an estimated service period. Significant judgment is exercised by the Company in determining the service period that should be utilized to recognize revenue over time. Auditing the judgments and estimates made by management in estimating the service period for the game related services is especially challenging as the Company must consider a variety of data points. Such data points include the weighted average number of days between players’ first day played online or first in-game purchase and last day played online, known online trends, the service periods of the Company’s previously released products, and, to the extent publicly available, the service periods of the Company’s competitors’ products that are similar in nature. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the revenue recognition process. We selected a sample of transactions and tested the Company’s controls in relation to estimating the service period over which game related services revenue is recognized. Our audit procedures to test and evaluate the reasonableness of the Company’s estimated service period included, among others, testing the completeness and accuracy of management’s player data analysis, comparing to similar or historical products, analyzing competitor information and performing sensitivity analyses. | | |

May 21, 2024

| Deferred tax assets | | | | | | 1.9 | | | | | | 44.8 | | |

| Other assets | | | | | | 189.1 | | | | | | 231.6 | | |

| Purchases of available-for-sale securities | | | | | | — | | | | | | — | | | | | | (756.3) | | |

| Repurchase of common stock | | | | | | — | | | | | | — | | | | | | (200.0) | | |

| Balance, March 31, 2021 | | | | | | 137.6 | | | | | | 1.4 | | | | | | $ | 2,288.8 | | | | | (22.4) | | | | | | $ | (820.6) | | | | | $ | 1,871.0 | | | | | $ | (8.6) | | | | | $ | 3,332.0 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 418.0 | | | | | | — | | | | | | 418.0 | | |

| Net unrealized gain on available-for-sale securities, net of taxes | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5.1) | | | | | | (5.1) | | |

| Repurchased common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | (1.3) | | | | | | (200.0) | | | | | | — | | | | | | — | | | | | | (200.0) | | |

| Net share settlement of restricted stock awards | | | | | | (0.4) | | | | | | — | | | | | | (64.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (64.1) | | |

Segments

Financial information about our one segment and geographic areas is included in [Note 2 - Revenue from Contracts with Customers](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_127) and [Note 8 - Fixed Assets, Net](#i2d59b5c11ba24b45a19a18b8dbbfdcc8_145).

One customer accounted for 23.2%, 23.5% and 38.0% of net

Short-term investments designated as available-for-sale securities are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics.

Unrealized gains and losses of available-for-sale securities are excluded from earnings and are reported as a component of Other comprehensive income (loss), net of tax, until the security is sold, the security has matured, or we determine that the fair value of the security has declined below its adjusted cost basis and the decline is not due to a credit loss.

Realized gains and losses on short-term investments are calculated based on the specific identification method and would be reclassified from Accumulated other comprehensive loss to Interest and other, net.

We enter into agreements with third-party developers that require us to make payments for game development and production services.

In exchange for our payments, we receive the exclusive publishing and distribution rights to the finished game title as well as, in some cases, the underlying intellectual property rights.

Such agreements typically allow us to fully recover these payments to the developers at an agreed upon royalty rate earned on the subsequent sales of such software, net of any agreed upon costs.

Subsequent to establishing technological feasibility of a product, we capitalize all development and production service payments to third-party developers as software development costs and licenses.

We typically enter into

agreements with third-party developers after completing the technical design documentation for our products and therefore record the design costs leading up to a signed development contract as research and development expense.

When we contract with third-party developers, we generally select those that have proven technology and experience in the genre of the software being developed, which often allows for the establishment of technological feasibility early in the development cycle.

In instances where the documentation of the design and technology are not in place prior to an executed contract, we monitor the software development process and require our third-party developers to adhere to the same technological feasibility standards that apply to our internally developed products.

commencement date.

We currently estimate sell-

revenue on a gross basis and mobile platform fees charged by these digital storefronts are expensed as incurred and reported within Cost of revenue.

products in a customer’s national circular ad, are included in Selling and marketing expense if there is a separate identifiable benefit and the benefit’s fair value can be established.

stock-based compensation expense for non-employee awards, which is included in General and administrative expenses.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other-long term liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | March 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| Corporate bonds | | | | | | — | | | | | | 145.2 | | | | | | — | | | | | | 145.2 | | |

| Total financial assets | | | | | | $ | 961.8 | | | | | $ | 145.2 | | | | | $ | 26.5 | | | | | $ | 1,133.5 | |

| Contingent earn-out consideration | | | | | | — | | | | | | — | | | | | | 66.6 | | | | | | 66.6 | | |