Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

(a)The following documents are filed as part of this Report:

(i)Financial Statements. See Index to Financial Statements on page 60 of this Report.

(ii)Financial Statement Schedule. See Note 19 - Supplementary Financial Information to our Consolidated Financial Statements.

Index to Exhibits:

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
3.1Restated Certificate of Incorporation10-K2/12/20043.1
3.1.1Certificate of Amendment of Restated Certificate of Incorporation, dated April 30, 199810-K2/12/20043.1.2
3.1.2Certificate of Amendment of Restated Certificate of Incorporation, dated November 17, 200310-K2/12/20043.1.3
3.1.3Certificate of Amendment of Restated Certificate of Incorporation, dated April 23, 20098-K4/23/20093.1
3.1.4Certificate of Amendment of Restated Certificate of Incorporation, dated September 21, 20128-K9/24/20123.1
3.1.5Certificate of Amendment of Restated Certificate of Incorporation, dated May 20, 20228-K5/26/20223.1
3.2Certificate of Designation of Series A Preferred Stock, dated March 11, 199810-K2/12/20043.1.1
3.3Certificate of Designation of Series B Preferred Stock, dated March 26, 20088-A12B3/26/20084.2
3.4Take-Two Interactive Software, Inc.'s Fourth Amended and Restated By-Laws, as adopted and effective on January 4, 20238-K1/6/20233.1
4.1Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 193410-K5/22/20244.1
4.2Base Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.8-K4/14/20224.1
4.3First Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.8-K4/14/20224.2
4.4Second Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.8-K4/14/20224.3
4.5Third Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.8-K4/14/20224.4
4.6Fourth Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.8-K4/14/20224.5
4.7Fifth Supplemental Indenture, dated as of April 14, 2023, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.8-K4/14/20234.1
4.8Sixth Supplemental Indenture, dated as of April 14, 2023, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.8-K4/14/20234.2
4.9Seventh Supplemental Indenture, dated as of June 12, 2024, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.8-K6/12/20244.1
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
4.10Eighth Supplemental Indenture, dated as of June 12, 2024, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee.8-K6/12/20244.2
4.11Form of Global Note representing 3.300% Senior Notes due 2024 (included as part of Exhibit 4.3)8-K4/14/20224.6
4.12Form of Global Note representing 3.550% Senior Notes due 2025 (included as part of Exhibit 4.4)8-K4/14/20224.7
4.13Form of Global Note representing 3.700% Senior Notes due 2027 (included as part of Exhibit 4.5)8-K4/14/20224.8
4.14Form of Global Note representing 4.000% Senior Notes due 2032 (included as part of Exhibit 4.6)8-K4/14/20224.9
4.15Form of Global Note representing 5.000% Senior Notes due 2026 (included as part of Exhibit 4.7)8-K4/14/20234.3
4.16Form of Global Note representing 4.950% Senior Notes due 2028 (included as part of Exhibit 4.8)8-K4/14/20234.4
4.17Form of Global Note representing 5.400% Senior Notes due 2029 (included as part of Exhibit 4.9)8-K6/12/20244.3
4.18Form of Global Note representing 5.600% Senior Notes due 2034 (included as part of Exhibit 4.10)8-K6/12/20244.4
4.19First 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.8-K5/26/20224.1
4.20First 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.8-K5/26/20224.2
4.21Form of Indenture to be entered into between the Company and The Bank of New York MellonS-3 ASR2/7/20254.1(B)
10.1Take-Two Interactive Software, Inc. Change in Control Employee Severance Plan+8-K3/7/200810.1
10.2Amended and Restated Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan, effective as of July 21, 2016+14A7/28/2016Annex A
10.3Form of Employee Restricted Stock Agreement+10-Q6/5/200910.2
10.4Form of Non-Employee Director Restricted Stock Agreement+10-Q6/5/200910.3
10.5Form of Employee Restricted Unit Agreement+10-Q8/1/201210.1
10.6Form of Employee Restricted Unit Agreement+10-Q10/30/201310.1
10.7Form of Employee Global Restricted Unit Agreement+10-Q10/30/201310.2
10.8Form of Employee Restricted Unit Agreement +10-Q10/30/201310.3
10.9Form of Employee Global Restricted Unit Agreement+10-Q10/30/201310.4
10.10Form of Employee Global Restricted Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan+10-Q10/30/201310.5
10.11Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+14A7/27/2023Annex B
10.12Amendment No. 1 to the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+S-89/4/202099.2
10.13Amendment to the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+S-86/3/202299.2
10.14Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan Qualified RSU Sub-Plan for France, effective as of September 15, 2017+14A7/27/2017Annex C
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
10.15Take-Two Interactive Software, Inc. 2017 Second Amended and Restated Global Employee Stock Purchase Plan, effective as of March 28, 2019+10-K5/14/201910.13
10.16Form of Global Restricted Stock Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+10-Q11/8/201710.4
10.17Form of Global Restricted Stock Performance Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan+10-Q11/8/201710.5
10.18Form of Non-Employee Director Restricted Stock Agreement Pursuant to the Take-Two Interactive Software Inc. 2017 Stock Incentive Plan+10-Q11/8/201710.6
10.19Form of Non-Employee Director Stock Grant Agreement Pursuant to the Take-Two Interactive Software Inc. 2017 Stock Incentive Plan+10-Q11/8/201710.7
10.20Employment Agreement, dated May 12, 2010, between the Company and Lainie Goldstein+8-K5/14/201010.1
10.21First Amendment to Employment Agreement, dated October 25, 2010, between the Company and Lainie Goldstein+8-K10/25/201010.1
10.22Second Amendment to Employment Agreement, dated August 27, 2012, between the Company and Lainie Goldstein+10-Q10/31/201210.6
10.23Third Amendment to Employment Agreement dated May 7, 2018, between the Company and Lainie Goldstein+10-Q8/3/201810.2
10.24Employment Agreement, dated February 14, 2008, by and between the Company and Karl Slatoff+8-K2/15/200810.3
10.25Employment Agreement dated January 28, 2015 between the Company and Daniel Emerson+10-Q2/6/201510.1
10.26Management Agreement, dated as of November 17, 2017, by and between the Company and ZelnickMedia Corporation+8-K11/22/201710.1
10.27Restricted Unit Agreement, dated as of April 13, 2018, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+S-3 ASR4/13/201810.2
10.28Restricted Unit Agreement, dated as of April 15, 2019, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+S-3 ASR4/15/201910.2
10.29Restricted Unit Agreement dated as of April 13, 2020, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+S-3 ASR4/13/202010.2
10.30Restricted Unit Agreement dated as of April 13, 2021, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+S-3 ASR4/13/202110.2
10.31Restricted Unit Agreement dated as of April 13, 2022, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation+S-3 ASR4/13/202210.2
10.32Management Agreement, dated as of May 3, 2022, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation8-K5/5/202210.1
10.33Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+10-Q8/9/202310.3
10.34Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+10-Q8/9/202310.4
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
10.35Restricted Unit Agreement dated as of June 1, 2022, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+10-Q8/9/202310.5
10.36Restricted Unit Agreement dated as of June 1, 2023, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+S-3 ASR6/1/202310.2
10.37Restricted Unit Agreement dated as of June 3, 2024, by and between Take-Two Interactive Software, Inc. and ZMC Advisors, L.P.+S-3 ASR6/3/202410.2
10.38Credit 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 Paribas8-K5/26/202210.1
10.39Amendment 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.10-K5/22/202410.38
10.40Amendment 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.10-Q8/9/202410.3
10.41Amendment 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.X
10.42Receivables Purchase Agreement, dated as of May 19, 2025, by and among Take-Two Interactive Software, Inc., Zynga Inc., and Wells Fargo Bank, N.A.**X
10.43Xbox 360 Publisher License Agreement dated November 17, 2005, between Microsoft Licensing, GP and the Company*10-Q11/8/201110.3
10.44Amendment to Xbox 360 Publisher License Agreement, dated December 4, 2008, between Microsoft Licensing, GP and the Company*10-Q6/5/200910.1
10.45Amendment to the Xbox 360 Publisher License Agreement, dated November 22, 2011, between the Company and Microsoft Licensing, GP*10-Q2/3/201210.1
10.46Amendment to the Xbox 360 Publisher License Agreement, dated December 11, 2012, between the Company and Microsoft Licensing, GP*10-Q2/6/201310.2
10.47Amendment to the Xbox 360 Publisher License Agreement, dated November 13, 2013, between the Company and Microsoft Licensing, GP*10-Q2/4/201410.2
10.48Amendment to the Xbox 360 Publisher License Agreement, dated September 30, 2014, between Microsoft Corporation and the Company*10-Q10/30/201410.1
10.49Amendment to the Xbox 360 Publisher License Agreement, signed on December 5, 2017, between Microsoft Corporation and the Company*10-Q2/8/201810.2
10.50Xbox Console Publisher License Agreement, dated as of July 1, 2020, by and between Take-Two Interactive Software, Inc. and Microsoft Corporation**10-Q11/6/202010.1
10.51PlayStation 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.*10-K5/24/201710.48
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling DateExhibitFiled Herewith
10.52PlayStation 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.**10-Q11/6/202010.4
10.53Lease 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 1003610-Q2/8/201710.1
10.53First Amendment to Lease, dated as of July 25, 2018 by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties II LLC10-Q11/8/201810.1
10.54Second Amendment to Lease, dated as of August 31, 2021 by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties III LLC10-Q11/4/202110.1
19.1Take-Two Interactive Software, Inc. Securities Trading Policy10-K5/22/202419.1
21.1Subsidiaries of the CompanyX
23.1Consent of Ernst & Young LLPX
31.1Chief 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 2002X
31.2Chief 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 2002X
32.1Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
32.2Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
97.1Take-Two Interactive Software, Inc. Policy for the Recovery of Erroneously Awarded Compensation10-K5/22/202497.1
101.INSThe Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALXBRL Taxonomy Calculation Linkbase DocumentX
101.LABXBRL Taxonomy Label Linkbase DocumentX
101.PREXBRL Taxonomy Presentation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition DocumentX
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)X

† Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the U.S. Securities and Exchange Commission upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

+ Represents a management contract or compensatory plan or arrangement.

*Portions thereof were omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment that was granted in accordance with Exchange Act Rule 24b-2.

** Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

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

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