Take-Two Interactive (TTWO) 10-K risk factor changes: FY2026 vs FY2025

- The [removed: development] [added: development, use,] and [removed: use] [added: incorporation] of artificial intelligence ("AI") into our products [added: and within our industry] may present [removed: operational] [added: operational, reputational, financial,] and [removed: reputational] [added: competition] risks

- The continued ability to acquire and maintain [removed: license] [added: licenses] to intellectual property is key

We also compete with game publishers, such as Electronic [removed: Arts Inc.,] [added: Arts,] Embracer [removed: Group AB,] [added: Group, Epic Games,] Microsoft, Nintendo, Playrix, Playtika, [added: Roblox,] Savvy Games, Sony, Tencent, and [removed: Ubisoft Entertainment S.A. We also face competition from online game developers and distributors who have primarily focused on][added: Ubisoft.]

[added: We also face competition from online game developers and distributors who have primarily focused on] 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.

Internationally, local competitors may have a greater brand recognition than us in their local country and [removed: a stronger understanding of local culture and commerce.]

Additionally, competitors may develop content that imitates or competes with our best-selling games, [added: including by using AI to do so,] potentially reducing our sales or our ability to charge the same prices we have historically charged for our products.

Technological [added: advances, including] advances [added: in AI technology,] that significantly increase the availability of online and mobile games could result in a decline in our platform-based software sales and negatively affect sales of such products.

We also compete or will compete with a vast number of small companies and individuals who are able to create and launch games and other content for devices and platforms using relatively limited [removed: resources] [added: resources, including AI resources,] and with relatively limited start-up time or expertise.

The development cycle for new titles generally ranges from 12 months or less for most mobile titles and annual console/PC sports releases, to multiple years for [removed: certain of our top-selling titles.]

Additionally, in order to stay competitive, our internal development studios must anticipate and adapt to rapid technological changes affecting software development, such as cloud-based game [removed: streaming,] [added: streaming] and [added: AI technologies, and] evolving business models, such as free-to-play and subscription-based access to a portfolio of interactive content.

In either case, our products and services may be technologically inferior to those of our competitors, [added: more expensive to create,] less appealing to consumers, or [removed: both.][added: all of the above.]

The [removed: development] [added: development, use,] and [removed: use] [added: incorporation] of artificial intelligence (“AI”) into our products [added: and within our industry] may present [removed: operational] [added: operational, reputational, financial,] and [removed: reputational] [added: competition] risks.

The use [removed: of this new] and [removed: emerging technology, which is] [added: incorporation of these technologies are] in [removed: its] [added: the] early stages of wider-spread commercial [removed: use,] [added: use in our industry; this] presents social and ethical issues that may result in legal and reputational harm and liability.

Further, intellectual property ownership surrounding AI technologies has not been fully addressed by U.S. courts or other federal or state laws or regulations, and the use or adoption of third-party AI technologies into our products and services may result in exposure to claims of copyright [removed: infringement or] [added: infringement,] other intellectual property [removed: misappropriation.][added: misappropriation, or uncertainty regarding copyright ownership of AI-generated assets.]

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 [removed: and] [added: more effectively or efficiently than] we [added: do, are able to imitate or compete more easily with our products, or if we] fail to [removed: adopt AI technologies effectively] [added: anticipate and respond to changing industry standards] or [added: consumer demand, 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.

[removed: Following our acquisition of Zynga, an] [added: An] increased percentage of our operations consists of mobile gaming.

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

Increased competition for limited [removed: shelf space and] promotional support from retailers could affect the success of our business and require us to incur greater expenses to market our titles.

While digital sales are increasingly important to our business, for physical sales, retailers have limited [removed: shelf space and] promotional resources.

Competition is intense among newly introduced interactive entertainment software titles for adequate levels of [removed: shelf space and] promotional [removed: support, with most and highest quality shelf space devoted to those products expected to be best sellers.][added: support.]

Accordingly, we may not be able, or we may have to pay more than our competitors, to achieve similar levels of promotional [removed: support and shelf space.][added: support.]

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: 37.3%] [added: 39.0%] of our net revenue by product platform for the fiscal year ended March 31, [removed: 2025.][added: 2026.]

We also rely on the availability of an adequate supply of these video game consoles (which sometimes has been negatively affected by supply chain issues, and which [added: has been and] could be affected by an increase in tariffs [added: or trade restrictions] 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.

If the consoles for which we develop new software products or modify existing products do not attain significant consumer acceptance, [added: or consumer demand for such products decreases,] we may not be able to recover our development costs, which could be significant and may further incur expense to adjust our products and development efforts in response to changing consumer preferences.

Console transitions may have a comparable impact on sales of downloadable content, amplifying the [removed: impact on our revenues.]

In the fiscal year ended March 31, [removed: 2025,] [added: 2026,] we derived [removed: 92.9%] [added: 91.0%] of our mobile revenue on Apple and Google platforms.

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

[removed: Such] [added: The] changes [removed: of] [added: to the] terms of use with third-party platforms [added: described above] may decrease the visibility or availability of our games, limit our distribution capabilities, prevent access to our existing games, reduce the amount of revenue and bookings we may recognize from in-game purchases, increase our costs to operate on these platforms or result in the exclusion or limitation of our games on such platforms.

Furthermore, obtaining and maintaining high ratings of our games on the third-party platforms on which we operate [removed: are] [added: is] important as they help drive players to find our games.

Any such decline may lead to loss of players and revenues, additional advertising and marketing costs, and [removed: reputation] [added: reputational] harm.

Some of these platforms have retained the right to change the fee structures for online distribution of both paid content and free content (including patches and corrections), and their ability to set or influence [removed: royalty] [added: commission] rates [added: and service fees] may increase [added: our] costs, which could negatively affect our operating margins.

There is no guarantee that new devices, platforms, systems and software application stores will continue to support our games [removed: or that we will be able to maintain the same level of service on these new systems.]

The supply chain of hardware needed to maintain this technological infrastructure has been disrupted [added: in the past,] and geopolitical events, including the Russia-Ukraine war and the [removed: Israel-Hamas] war [added: in the Middle East,] and any indirect effects [added: of such events] 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, [added: insider threats,] energy blackouts, natural disasters, terrorism, war, and telecommunication or other critical infrastructure failures.

A breach, whether physical, electronic, or otherwise, of the systems on which such source code and other sensitive data are stored could lead to damage [added: to] or piracy of our software.

Further, the risk of such a breach may be heightened by world events, such as the Russia-Ukraine war and the [removed: Israel-Hamas war.][added: war in the Middle East.]

If we or these third parties are subject to data security breaches, we may [removed: have] [added: suffer] a loss in sales or [added: incur] increased costs arising from the restoration or implementation of additional security measures which could materially and adversely affect our business, financial condition, and operating results.

We have faced, and in the future could face, sophisticated attacks, including attacks referred to as advanced persistent [removed: threats, which are] [added: threats-i.e.,] cyberattacks aimed at compromising our intellectual property and other commercially sensitive information, such as the source code and game assets for our software or confidential customer or employee [removed: information, which] [added: information-which may] remain undetected for prolonged periods of time.

[removed: In] [added: For example, in] September 2022, we experienced a network intrusion in which an unauthorized third party illegally accessed and downloaded confidential information from Rockstar Games’ systems, including early development footage for the next Grand Theft Auto.

[removed: In connection with this activity (the “Cybersecurity Incident”), we] [added: We] have incurred certain [removed: immaterial] [added: immaterial,] incremental [added: and] one-time costs [added: associated with these cybersecurity incidents] related to consultants, experts and data recovery [removed: efforts] [added: efforts,] and [added: we] expect to incur additional costs related to cybersecurity protections in the future.

- Our ability to use net operating losses and tax credit carryforwards may be limited by an ownership change

a stronger understanding of local culture and commerce.

certain of our top-selling titles.

In addition, both the online and mobile games marketplaces are

The AI regulatory landscape is evolving, and we may be required to dedicate additional operational and financial resources to ensure compliance with new legal requirements.

For instance, the European Union ("E.U.") Artificial Intelligence Act entered into force in August 2024, with some provisions becoming enforceable between February 2025 and August 2027, subject to a likely delay of the Act's high-risk enforcement until December 2027.

In the U.S., some states have enacted general purpose AI laws, while others have enacted use-case specific AI laws; other states may enact similar laws in the future, which will add complexity to our compliance efforts.

This uncertainty may require additional investments in oversight and the development of protections and safeguards to ensure compliance, including to the extent any personal information is processed by such technologies.

However, even with safeguards and oversight in place, the development and deployment of AI technologies may nevertheless pose risks.

For example, our employees, contractors, vendors, or other partners may use AI tools in ways that are inconsistent with our policies or expectations, including by entering confidential, proprietary, personal, or regulated information into third-party AI services, and some AI providers may have limited operating histories or governance processes, any of which could compromise our information, expose us to legal or regulatory claims, or harm our reputation.

Additionally, the data sets used to train the underlying models may be flawed, the AI tools may function in an unexpected manner, or generate biased, incorrect, or inappropriate content, which could negatively impact the performance or perception of our products and brand, incur regulatory scrutiny, or impose legal liability.

Increased prices of these video game consoles could also lead to lower consumer demand.

impact on our revenues.

In addition, certain requirements related to content classification, age-rating and age-based access or restrictions to our games or certain features in our games, imposed by major third-party platforms, reflect how platforms are responding to evolving children's protection and online safety regulations globally.

Such requirements may affect how our games are classified, distributed, accessed or presented on these platforms.

Additionally, to the extent we process payments directly or through third-party payment processors outside these platform billing systems, interruptions, fraud, chargebacks, card-network requirements, processor security incidents, additional authentication requirements, or termination of payment-processing services could impair our ability to complete transactions, increase costs, reduce approval rates, harm player trust, and adversely affect our financial results.

or that we will be able to maintain the same level of service on these new systems.

Our vendors, service providers, business partners, and software supply chain may also experience disruptions, be subject to attacks, or have compromised security, which may result in future security incidents and breaches, and otherwise adversely impact our ability to provide our products and services.

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

Further, the risk of such a breach may be heightened by world events, such as the Russia-Ukraine war and the war in the Middle East.

We are

games, alter our launch schedule or experience increased costs and expenses, which could result in a delay or significant shortfall in anticipated revenue, harm our profitability and reputation, and cause our financial results to be materially affected.

Further, the U.S. federal Video Privacy Protection Act ("VPPA") and some U.S. states' wiretapping type laws may pose litigation risk for online businesses like ours.

For instance, in recent years, plaintiffs' lawyers have asserted claims under the VPPA or the California Invasion of Privacy Act ("CIPA"), alleging that certain online activities and data collection via cookies and similar tracking technologies violate the law.

Some courts have found that such practices, without proper opt-in consent, constitute illegal eavesdropping.

We have defended our practices in response to these types of claims and may be required to respond to or defend against similar claims, which may divert resources, increase compliance costs, and negatively impact our financial condition.

including advertising partners.

personnel skills acquired do not prove to be those needed for our future success, and the risk that our strategic objectives, cost savings or other anticipated benefits are otherwise not achieved.

Future acquisitions and investments could result in the issuance of equity or equity-linked securities, which may potentially dilute our existing stockholders, or the incurrence of additional debt.

They may also expose us to contingent liabilities or other obligations.

In addition, acquisitions and investments may lead to increased expenses, including amortization of acquired intangibles assets, stock-based compensation, or potential write-offs of goodwill, intangible assets of acquired in-process technology.

In particular, on February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Economic Emergency Powers Act were unconstitutional.

Following the U.S. Supreme Court's decision, on February 24, 2026, the U.S., via an Executive Order signed by the President, implemented a global 10% tariff on all countries for a period of 150 days.

However, on May 7, 2026, a panel of federal judges on the Court of International Trade voted that such 10% tariffs on most U.S. imports are illegal.

Significant uncertainty remains regarding the status of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended.

The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be

services and could result in a loss of sales for games and related services.

Similarly, some of our other titles are

Sixth Circuit Court of Appeals.

In particular, Australia and Brazil have recently introduced more stringent regulations on games that contain simulated gambling and loot boxes.

- Increased use of mobile devices for gaming will drive future growth of mobile gaming

Our reputation and brand could also be adversely affected.

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.

If the use of mobile devices as game platforms and the proliferation of mobile devices generally do not increase, our business could be adversely affected.

Our

Competition for retail shelf space is expected to continue to increase, which may require us to increase our marketing expenditures to maintain desirable sales levels of our titles.

Such placement is subject to many risks similar to the physical shelf space risks discussed above.

Also, beginning January 2024, Google began requiring

We have

See “[Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Cybersecurity Incident](https://www.sec.gov/ix?doc=/Archives/edgar/data/946581/000162828023019851/ttwo-20230331.htm)” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 for further discussion.

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

We have entered into

This has driven

Future acquisitions and investments could also involve the issuance of our equity and equity-linked securities (potentially diluting our existing stockholders), the incurrence of debt, contingent liabilities or amortization expenses, write-offs of goodwill, intangibles, or acquired in-process technology, or other increased cash and non-cash expenses such as stock-based compensation.

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.

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.

Companies

In addition, in Australia, the Guidelines for the Classification of Computer Games 2023, which went into effect in September 2024 limit games containing "simulated gambling" features to adults aged 18 and over, and require games which do not contain simulated gambling, but which contain loot boxes, to be rated M (Mature), meaning they would only be recommended as being suitable for players aged 15 and over.

Furthermore, in June 2023, the Dutch Minister of Economic Affairs sent a letter to Parliament, outlining her Consumer Agenda, which included a ban on loot boxes in the E.U. and in the Netherlands and the amendment of legislation to characterize loot boxes as an unfair commercial practice.

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.

In February 2023, an Austrian regional court ruled that loot boxes in one of our competitor’s video games constitute illegal gambling due, principally, to the existence of an unauthorized secondary market for certain of the game's virtual items.

While there have been other Austrian court cases that have reached the opposite conclusion, the long-term viability of this mechanism in Austria remains uncertain with the Austrian government having recently announced an intention to further regulate loot boxes.

For example, the E.U. General Data Protection Regulation ("GDPR") and the U.K. Data Protection Act 2018 ("DPA 2018") both became effective in May 2018.

GDPR and DPA 2018 contain significant penalties for non-

compliance, which have been imposed by regulators.

Further, random digital item mechanics may become subject to further regulations in various jurisdictions.

Also, existing laws or new laws regarding the marketing of in-game or in-app purchases, regulation of currency, banking institutions, unclaimed property, or money laundering may be interpreted to cover virtual currency or goods.

The Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminated the ability to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize them pursuant to IRC Section 174.

Although Congress is considering legislation that would modify the capitalization and amortization requirement, we have no assurance that the requirement will be deferred, repealed, or otherwise modified.

For instance, on December 15, 2022, the E.U. Member States formally adopted the E.U.'s Pillar Two Directive requiring E.U. members to implement legislation.

On July 11, 2023, the U.K. similarly enacted legislation.

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

Refer to [Item 1 - [removed: Business](#i0a112ae7985e4b44aa3c691a5e94afe7_16)] [added: Business](#i773381358a8f48aa8f57491ded18f96f_16)] for additional discussion.

Sales of *Grand Theft Auto* products generated [removed: 12.6%] [added: 12.4%] of our net revenue for the fiscal year ended March 31, [removed: 2025.][added: 2026.]

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

There has been increased consolidation in our industry, [removed: as] [added: which is extremely competitive, and] larger, better capitalized competitors will be in a stronger position to withstand prolonged periods of economic downturn and sustain their business through [removed: the] [added: periods of] financial volatility.

Also, bankruptcies or consolidations of our large retail customers could [removed: seriously] hurt our business, due to uncollectible accounts receivable and the concentration of purchasing power among the remaining large retailers.

Such console revenue comprised [removed: 37.3%] [added: 39.0%] of our net revenue [removed: by product platform] for the fiscal year ended March 31, [removed: 2025.][added: 2026.]

The success of our business is dependent upon consumer acceptance of these platforms and [added: the continued growth in the installed base of these platforms, which has been and could be impacted by global economic factors, including global tariff policies.]

Further, events beyond our control may impact the availability [added: or pricing] of [removed: these new] consoles, which may also affect [removed: demand.][added: demand for our products.]

We manage our product delivery on each current and future platform in a manner we believe to be most effective to maximize our revenue opportunities and [removed: achieve the desired return on our investments in product development.]

Net revenue from digital online channels comprised [removed: 96.4%] [added: 97.0%] of our net revenue for the fiscal year ended March 31, [removed: 2025.][added: 2026.]

These expenditures, which are recorded within [removed: Sales] [added: Selling] and marketing in our Consolidated Statements of Operations, generally relate to the promotion of new game launches and ongoing performance-based programs to drive new player acquisition and lapsed player reactivation.

Rockstar plans to release *Grand Theft Auto VI* on [removed: May 26,] [added: November 19,] 2026.

Fiscal [removed: 2025] [added: 2026] Financial Summary

Our net revenue for the fiscal year ended March 31, [removed: 2025] [added: 2026] was led by a variety of our top franchises, primarily *NBA [removed: 2K, Grand] [added: 2K*, *Grand] Theft Auto*, [added: *Borderlands*,] *Red Dead Redemption*, [added: and] *WWE 2K*, [removed: and *Sid Meier's Civilization,*] as well as [added: our] top [removed: contributors] [added: mobile contributors, primarily] *Toon Blast*, [removed: our hyper-casual mobile portfolio,] [added: *Match Factory!*,] *Empires & Puzzles*, [removed: *Match Factory!*,] and [removed: *Words With Friends.* Our net revenue for the fiscal year ended March 31, 2025 was $5,633.6, an increase of $284.0 or 5.3% compared to the fiscal year ended March 31, 2024.][added: *Color Block Jam*.]

Our operating loss for the fiscal year ended March 31, [removed: 2025] [added: 2026] was [removed: $4,391.1] [added: $104.2] compared to operating loss of [removed: $3,590.6] [added: $4,391.1] for fiscal year ended March 31, [removed: 2024,] [added: 2025,] primarily [removed: due to an increase in] [added: driven by] Goodwill impairment charges of [removed: $1,203.1 related to an additional partial impairment related to one] [added: $3,545.2 in the prior year, with no corresponding expense in the current year, as well as, higher sales] of our [removed: reporting units.][added: products.]

For the fiscal year ended March 31, [removed: 2025,] [added: 2026,] our net loss was [removed: $4,478.9,] [added: $298.2,] as compared to net loss of [removed: $3,744.2] [added: $4,478.9] in the prior year.

[removed: Diluted] [added: Basic and diluted] loss per share for the fiscal year ended March 31, [removed: 2025] [added: 2026] was [removed: $25.58,] [added: $1.62,] as compared to [removed: Diluted] [added: Basic and diluted] loss per share of [removed: $22.01] [added: $25.58] for the fiscal year ended March 31, [removed: 2024.][added: 2025.]

At March 31, [removed: 2025,] [added: 2026,] we had [removed: $1,559.2] [added: $1,638.1] of Cash, cash equivalents, and restricted cash and cash equivalents, compared to [removed: $1,102.0] [added: $1,559.2] at March 31, [removed: 2024.][added: 2025.]

The increase was [added: also] primarily due to Net cash provided by financing activities, primarily related to proceeds from [added: May 2025 underwritten public offering of common stock (refer to [Note 1](#i773381358a8f48aa8f57491ded18f96f_154)[2](#i773381358a8f48aa8f57491ded18f96f_154) [- Loss Per Share](#i773381358a8f48aa8f57491ded18f96f_154)), partially offset by] the [removed: issuance] [added: repayment] of our [removed: 2029] [added: 2025] Notes and [removed: 2034] [added: 2026] Notes (refer to [removed: [Note 11 - Debt](#i0a112ae7985e4b44aa3c691a5e94afe7_148)) and the issuance of common stock.][added: [Note](#i773381358a8f48aa8f57491ded18f96f_151) [11](#i773381358a8f48aa8f57491ded18f96f_151) [- Debt](#i773381358a8f48aa8f57491ded18f96f_151)).]

[removed: This] [added: The] increase was [removed: partially offset by (i) Net cash used in investing activities, which was primarily] due to [removed: the purchase of fixed assets and (ii)] Net cash [removed: used in] [added: provided by] operating activities, which was primarily due to [added: sales of our products, partially offset by] investments in software development and [removed: licenses, partially offset by sales of our products.][added: licenses.]

See [Note 1 - Basis of Presentation and Significant Accounting [removed: Policies](#i0a112ae7985e4b44aa3c691a5e94afe7_118)] [added: Policies](#i773381358a8f48aa8f57491ded18f96f_121)] 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](#i0a112ae7985e4b44aa3c691a5e94afe7_118).][added: Policies](#i773381358a8f48aa8f57491ded18f96f_121).]

[removed: Net Bookings][added: *Net Bookings*]

Net Bookings is defined as the net amount of products and services sold digitally or sold-in physically during the period and includes licensing fees, merchandise, in-game advertising, [removed: strategy guides,] and publisher incentives.

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | Increase/(decrease) | | | | | | Increase/(decrease) % | | |

For the fiscal year ended March 31, [removed: 2025,] [added: 2026,] Net Bookings increased by [removed: $315.0] [added: $1,073.0] as compared to the prior [removed: year.][added: year period.]

The increase was primarily [removed: due to an increase] [added: driven by higher net revenue from our *Borderlands* and *Grand Theft Auto* franchises, and our *Mafia* franchise, the latest installment of which, *Mafia: The Old Country* released] in [removed: Net Bookings] [added: August 2025, partially offset by lower net revenue] from [removed: *Match Factory!*;] our *Sid Meier's Civilization* franchise, the latest installment of which, *Civilization VII*, released in February [removed: 2025; *Toon Blast*; our *NBA 2K* franchise; and *TopSpin 2K25*, which released in April 2024.][added: 2025.]

*In this section, we discuss the results of our operations for the fiscal year ended March 31, [removed: 2025] [added: 2026] compared to the fiscal year ended March 31, [removed: 2024.][added: 2025.]

For the comparison of fiscal year [removed: 2024] [added: 2025] to fiscal year [removed: 2023,] [added: 2024,] refer to* *[Part II, Item 7 “Management’s Discussion and Analysis [removed: 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)*] [added: of Financial Condition and Results of Operations”](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000946581/000162828025026694/ttwo-20250331.htm#i0a112ae7985e4b44aa3c691a5e94afe7_46)*] *of our Annual Report on Form 10-K for the year ended March 31, [removed: 2024.*][added: 2025.*]

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

| | | | | | | [removed: 2025] [added: 2026] | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | |

| Total net revenue | | | | | | $ | [removed: 5,633.6] [added: 6,656.4] | | | | | 100.0 | | % | | | | $ | [removed: 5,349.6] [added: 5,633.6] | | | | | 100.0 | | % | | | | $ | [removed: 5,349.9] [added: 5,349.6] | | | | | 100.0 | | % |

| Cost of revenue | | | | | | [removed: 2,571.4] [added: 2,846.7] | | | | | | [removed: 45.7] [added: 42.8] | | % | | | | [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] | | % |

| Gross profit | | | | | | [removed: 3,062.2] [added: 3,809.7] | | | | | | [removed: 54.3] [added: 57.2] | | % | | | | [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] | | % |

| Selling and marketing | | | | | | [removed: 1,683.7] [added: 1,770.8] | | | | | | [removed: 29.9] [added: 26.6] | | % | | | | [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] | | % |

| Research and development | | | | | | [removed: 1,005.2] [added: 1,074.6] | | | | | | [removed: 17.8] [added: 16.1] | | % | | | | [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] | | % |

| General and administrative | | | | | | [removed: 883.3] [added: 874.4] | | | | | | [removed: 15.7] [added: 13.1] | | % | | | | [removed: 716.1] [added: 883.3] | | | | | | [removed: 13.4] [added: 15.7] | | % | | | | [removed: 839.5] [added: 716.1] | | | | | | [removed: 15.7] [added: 13.4] | | % |

| Depreciation and amortization | | | | | | [removed: 229.4] [added: 198.5] | | | | | | [removed: 4.1] [added: 3.0] | | % | | | | [removed: 171.2] [added: 229.4] | | | | | | [removed: 3.2] [added: 4.1] | | % | | | | [removed: 122.3] [added: 171.2] | | | | | | [removed: 2.3] [added: 3.2] | | % |

| Goodwill impairment | | | | | | [removed: 3,545.2] [added: —] | | | | | | [removed: 62.9] [added: —] | | % | | | | [removed: 2,342.1] [added: 3,545.2] | | | | | | [removed: 43.8] [added: 62.9] | | % | | | | [removed: —] [added: 2,342.1] | | | | | | [removed: —] [added: 43.8] | | % |

We are continually innovating the design and development of our products, including by investing in artificial intelligence ("AI") tools and technologies, in order to enhance game play, anticipate changes in consumer behavior, and evolve our business as new dynamics develop.

achieve the desired return on our investments in product development.

During fiscal year 2026, 2K released *Mafia: The Old Country*, *NBA 2K26, Borderlands 4*, and *WWE 2K26*.

Rockstar plans to release *Grand Theft Auto VI* on November 19, 2026.

Our net revenue for the fiscal year ended March 31, 2026 was $6,656.4, an increase of $1,022.8 or 18.2% compared to the fiscal year ended March 31, 2025.

This increase was primarily driven by proceeds from our May 2025 underwritten public offering of common stock (refer to [Note 12 - Loss Per Share](#i773381358a8f48aa8f57491ded18f96f_154)) and positive cash flow from product sales.

These increases were partially offset by the repayment of our 2025 Notes and 2026 Notes (refer to [Note 11 - Debt](#i773381358a8f48aa8f57491ded18f96f_151)), as well as continued investments in software, fixed assets, and short-term investments.

| Net Bookings | | | $ | 6,721.0 | | | | | 5,648.0 | | | | | | $ | 1,073.0 | | | | | 19.0 | | % |

The increase was primarily driven by higher Net Bookings from our *NBA 2K* franchise, our *Borderlands* franchise, the latest installment of which, *Borderlands 4*, released in September 2025; *Color Block Jam*, which released in November 2024; and our *Grand Theft Auto* franchise.

| Interest and other, net | | | | | | (93.6) | | | | | | (1.4) | | % | | | | (100.2) | | | | | | (1.8) | | % | | | | (112.2) | | | | | | (2.1) | | % |

| Product costs | | | | | | 863.8 | | | | | | 13.0 | | % | | | | 821.1 | | | | | | 14.6 | | % | | | | 42.7 | | | | | | 5.2 | | % |

| Game intangibles | | | | | | 662.2 | | | | | | 9.9 | | % | | | | 811.0 | | | | | | 14.4 | | % | | | | (148.8) | | | | | | (18.3) | | % |

| Licenses | | | | | | 463.5 | | | | | | 7.0 | | % | | | | 365.8 | | | | | | 6.5 | | % | | | | 97.7 | | | | | | 26.7 | | % |

| Internal royalties | | | | | | 417.4 | | | | | | 6.3 | | % | | | | 405.4 | | | | | | 7.2 | | % | | | | 12.0 | | | | | | 3.0 | | % |

| Cost of revenue | | | | | | 2,846.7 | | | | | | 42.8 | | % | | | | 2,571.4 | | | | | | 45.7 | | % | | | | 275.3 | | | | | | 10.7 | | % |

| Gross profit | | | | | | $ | 3,809.7 | | | | | 57.2 | | % | | | | $ | 3,062.2 | | | | | 54.3 | | % | | | | $ | 747.5 | | | | | 24.4 | | % |

The increase was primarily driven by higher net revenue of $416.9 from our *NBA 2K* franchise; $210.3 from our *Borderlands* franchise, the latest installment of which, *Borderlands 4*, released in September 2025; $206.6 from *Color Block Jam*, which released in November 2024; $121.9 from *Toon Blast*; and $115.1 from our *Grand Theft Auto* franchise.

The increase was primarily driven by higher net revenue from our *NBA 2K* franchise, *Color Block Jam*, our *Borderlands* and *Grand Theft Auto* franchises, and *Toon Blast*.

The increase in gross profit as a percentage of net revenue was primarily driven by (i) lower

amortization of intangible assets primarily due to higher impairments in the prior year and (ii) lower product costs as a percentage of net revenue, partially offset by higher amortization of capitalized software and development costs primarily due to the timing of releases.

| | | | | | | 2026 | | | | | | % of net revenue | | | | | | 2025 | | | | | | % of net revenue | | | | | | Increase/(decrease) | | | | | | % Increase/(decrease) | | |

| Selling and marketing | | | | | | $ | 1,770.8 | | | | | 26.6 | | % | | | | $ | 1,683.7 | | | | | 29.9 | | % | | | | $ | 87.1 | | | | | 5.2 | | % |

| Research and development | | | | | | 1,074.6 | | | | | | 16.1 | | % | | | | 1,005.2 | | | | | | 17.8 | | % | | | | 69.4 | | | | | | 6.9 | | % |

| General and administrative | | | | | | 874.4 | | | | | | 13.1 | | % | | | | 883.3 | | | | | | 15.7 | | % | | | | (8.9) | | | | | | (1.0) | | % |

| Depreciation and amortization | | | | | | 198.5 | | | | | | 3.0 | | % | | | | 229.4 | | | | | | 4.1 | | % | | | | (30.9) | | | | | | (13.5) | | % |

| Total operating expenses(1) | | | | | | $ | 3,913.9 | | | | | 58.7 | | % | | | | $ | 7,453.3 | | | | | 132.3 | | % | | | | $ | (3,539.4) | | | | | (47.5) | | % |

| | | | | | | 2026 | | | | | | 2025 | | |

Selling and marketing expenses increased by $87.1 for the fiscal year ended March 31, 2026 as compared to the prior year period, primarily driven by higher personnel expense due to higher performance-based compensation, as well as, higher marketing expense for *Color Block Jam* and our *Borderlands* franchise.

These increases were partially offset by lower marketing expenses for *Match Factory!*, *Game of Thrones: Legends*, our *Sid Meier's Civilization* franchise, and *Star Wars: Hunters*.

These increases were partially offset by lower production and development expenses for titles that are not technologically feasible.

General and administrative expenses decreased by $8.9 for the fiscal year ended March 31, 2026, as compared to the prior year period, primarily driven by lower legal fees and contingencies related to the IBM case against Zynga, partially offset by higher personnel expense due to higher performance-based compensation.

Goodwill impairment expense decreased by $3,545.2 for the fiscal year ended March 31, 2026, as compared to the prior year period, primarily driven by partial impairments recognized in the prior year, with no corresponding expense in the current year.

Business reorganization expense decreased by $110.9 for the fiscal year ended March 31, 2026, as compared to the prior year period, primarily driven by our cost reduction program in fiscal year 2025 (the "2024 Plan").

| | | | | | | 2026 | | | | | | % of net revenue | | | | | | 2025 | | | | | | % of net revenue | | | | | | Increase/(decrease) | | | | | | % Increase/(decrease) | | |

| Interest income | | | | | | $ | 85.1 | | | | | 1.3 | | % | | | | $ | 98.6 | | | | | 1.8 | | % | | | | $ | (13.5) | | | | | (13.7) | | % |

| Interest expense | | | | | | (151.4) | | | | | | (2.3) | | % | | | | (167.3) | | | | | | (3.0) | | % | | | | 15.9 | | | | | | (9.5) | | % |

| Other | | | | | | (9.9) | | | | | | (0.1) | | % | | | | (8.9) | | | | | | (0.2) | | % | | | | (1.0) | | | | | | 11.2 | | % |

| Interest and other, net | | | | | | $ | (93.6) | | | | | (1.4) | | % | | | | $ | (100.2) | | | | | (1.8) | | % | | | | $ | 6.6 | | | | | (6.6) | | % |

The net decrease in expense was primarily driven by lower outstanding debt balances and lower interest expense due to the repayment of our 2025 Notes in April 2025 and our 2026 Notes in March 2026 (refer to [Note](#i773381358a8f48aa8f57491ded18f96f_151) [11](#i773381358a8f48aa8f57491ded18f96f_151) [- Debt](#i773381358a8f48aa8f57491ded18f96f_151)), decrease in foreign currency losses, and changes in fair value based on the observable price changes of our long-term investments.

This was partially offset by lower interest income primarily due to lower interest rates.

Impairments

During the fiscal year ended March 31, 2025, we recognized Goodwill impairment charges of $3,545.2, representing a partial impairment related to one of our reporting units, and we recognized impairment charges of $137.0 for acquisition-related Developed Game Technology intangible assets within Cost of revenue and $39.3 for acquisition-related Branding and Trade Names intangible assets within Depreciation and amortization.

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.

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, Net](#i0a112ae7985e4b44aa3c691a5e94afe7_142)).

Future changes in those key assumptions and estimates could result in additional impairments.

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

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*.

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 | | % |

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.

| Interest and other, net | | | | | | (93.3) | | | | | | (1.7) | | % | | | | (103.6) | | | | | | (1.9) | | % | | | | (141.9) | | | | | | (2.7) | | % |

| Loss on fair value adjustments, net | | | | | | (6.9) | | | | | | (0.1) | | % | | | | (8.6) | | | | | | (0.2) | | % | | | | (31.0) | | | | | | (0.6) | | % |

| 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.

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.

The increase was primarily due to lower impairment charges related to intangible assets related to our Zynga acquisition (refer to [Note 9 - Goodwill and Intangible Assets, net](#i0a112ae7985e4b44aa3c691a5e94afe7_142)).

| 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 | | % |

| General and administrative | | | | | | 883.3 | | | | | | 15.7 | | % | | | | 716.1 | | | | | | 13.4 | | % | | | | 167.2 | | | | | | 23.3 | | % |

| 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 | | % |

Selling and marketing expenses increased by $133.5 for the fiscal year ended March 31, 2025 as compared to the prior year period, primarily due to (i) higher overall marketing expenses for *Match Factory!*, *Game of Thrones: Legends*, and our *Sid Meier's Civilization* franchise, partially offset by lower marketing expenses for our hyper-casual mobile portfolio, and (ii) lower amortization related to our intangible assets.

General and administrative expenses increased by $167.2 for the fiscal year ended March 31, 2025, as compared to the prior year period, primarily due to increases in (i) transaction costs related to our acquisition of Gearbox (refer to [Note 2](#i0a112ae7985e4b44aa3c691a5e94afe7_175)[0](#i0a112ae7985e4b44aa3c691a5e94afe7_175) [- Acquisitions](#i0a112ae7985e4b44aa3c691a5e94afe7_175)), (ii) personnel expenses due to increased headcount, (iii) legal fees and contingencies related to the IBM case against Zynga, (iv) IT-related expenses for cloud-based services and IT infrastructure, as well as, (v) a reduction of expense in the prior year related to updating the fair value of contingent earn-out liability for our acquisition of Popcore with no corresponding reduction in the current year.

General and administrative expenses for the fiscal years ended March 31, 2025 and 2024 include occupancy expense (primarily rent, utilities and office expenses) of $73.9 and $69.9, respectively, related to our development studios.

Goodwill impairment expense for the fiscal years ended March 31, 2025 and 2024, were $3,545.2 and $2,342.1, respectively, due to partial impairments recognized related to one of our reporting units (refer to [Note 9 - Goodwill and Intangible Assets, Net](#i0a112ae7985e4b44aa3c691a5e94afe7_142)).

Business reorganization expense increased by $1.9 for the fiscal year ended March 31, 2025, as compared to the prior year period, primarily due to an increase in employee-related costs and losses on our divestitures, partially offset by a decrease in expense due to cancellations of our titles (refer to [Note](#i0a112ae7985e4b44aa3c691a5e94afe7_178) [21](#i0a112ae7985e4b44aa3c691a5e94afe7_178) [- Business Reorganization](#i0a112ae7985e4b44aa3c691a5e94afe7_178)).

| 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) | | % |

| Interest and other, net | | | | | | $ | (93.3) | | | | | (1.7) | | % | | | | $ | (103.6) | | | | | (1.9) | | % | | | | $ | 10.3 | | | | | (9.9) | | % |

As of March 31, [removed: 2025,] [added: 2026,] we had [removed: $9.4] [added: $443.8] of short-term investments.

We also had [removed: $1,456.1] [added: $1,545.5] 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: 2025.][added: 2026.]

Under our 2022 Credit Agreement, loans will bear interest at [removed: our election] [added: a rate] of (a) 0.000% to 0.625% above [removed: a certain] [added: an alternate] base rate [removed: (7.50%] [added: (6.75%] at March 31, [removed: 2025)] [added: 2026)] or (b) 1.000% to 1.625% above [removed: Secured Overnight Financing Rate,] [added: SOFR,] approximately [removed: 4.33%][added: 3.66% at March 31, 2026, which rates are determined by the Company's credit rating.]

At March 31, [removed: 2025,] [added: 2026,] there were no [removed: outstanding] borrowings under our 2022 Credit Agreement.

For the fiscal years ended March 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] our foreign currency translation adjustment was a gain of [removed: $8.2] [added: $29.6] and a gain of [removed: $6.7,] [added: $8.2,] respectively.

We recognized foreign currency exchange transaction losses of [added: $17.4,] $22.6, [removed: $28.6,] and [removed: $31.8] [added: $28.6] for the fiscal years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] respectively, in Interest and other, net in our Consolidated Statements of Operations.

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

At March 31, [removed: 2024,] [added: 2026,] we had [removed: $72.2] [added: $349.2] of forward contracts outstanding to [removed: buy] [added: sell] foreign currencies in exchange for U.S. dollars and [removed: $243.0] [added: $140.3] of forward contracts outstanding to [removed: sell] [added: buy] foreign currencies in exchange for U.S. [removed: dollars] [added: dollars,] all of which have maturities of less than one year.

For the fiscal years ended March 31, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] we recorded a [removed: gain] [added: loss] of [removed: $5.3,] [added: $5.5,] a gain of $5.3, and a [removed: loss] [added: gain] of [removed: $15.1,] [added: $5.3,] respectively, related to foreign currency forward contracts in Interest and other, net on our Consolidated Statements of Operations.

As of March 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: March 31, 2025,] the fair [removed: values] [added: value] of these outstanding forward contracts were immaterial, and were included in Accrued expenses and other current liabilities when in a loss position, or in Prepaid expenses and other when in a gain position.

[removed: 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 fluctuations.

For the fiscal year ended March 31, [removed: 2025, 39.5%] [added: 2026, 40.8%] of our revenue was generated outside the U.S. Using sensitivity analysis, a hypothetical [removed: 10%] [added: 10.0%] increase in the value of the U.S. dollar against all currencies would decrease [removed: revenue] [added: revenues] by 4.0%, while a hypothetical [removed: 10%] [added: 10.0%] decrease in the value of the U.S. dollar against all currencies would increase [removed: revenue] [added: revenues] by 4.0%.

The change in foreign currency translation adjustment was primarily driven by the weakening of the U.S. Dollar against the British Pound.

Notwithstanding our efforts to mitigate

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

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

We make all of our filings with the Securities and Exchange Commission ("SEC") available free of charge on our website under the caption [removed: "Financial] [added: "Investors—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 1934, as amended (the "Exchange Act").

The SEC maintains a website that contains annual, [removed: quarterly] [added: quarterly,] and current reports, proxy and information statements and other information that issuers (including the Company) file electronically with the SEC.

We believe that our player-first 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 [removed: storylines and characters] [added: gameplay] that provide unique, deeply engaging [removed: gameplay] experiences.

This enables us to appeal to a wide array of consumers [removed: and demographic groups] worldwide, ranging from game [added: enthusiasts to casual gamers.]

In addition, we license selectively some highly recognizable renowned brands, [removed: especially] [added: particularly] in sports entertainment.

We support our products with innovative marketing programs created by our [removed: internal] global [removed: marketing] teams.

Attract and Retain the Best Talent in the Business. Our headcount includes [removed: 12,928] [added: 12,909] full-time employees as of March 31, [removed: 2025,] [added: 2026,] including [removed: 10,096] [added: 9,998] in development studios.

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

We derive substantially all of our revenue from the sale of our interactive entertainment content, which includes [removed: the sale of] internally developed software titles and software titles developed by third parties, [removed: the sale of] in-game virtual items and advertising, and live services on console, [removed: PC,] [added: mobile,] and [removed: mobile.][added: PC.]

[added: As of March 31, 2026, we had a] research and development staff of [removed: 10,096] [added: 9,998] full-time employees with the technical capabilities to develop software titles for all major consoles, PCs, and mobile platforms in multiple languages and territories.

Rockstar Games. Rockstar Games' strategy is to develop a limited number of titles that are known for their quality and longevity in the market for which they can create sequels and incremental revenue opportunities through virtual currency, add-on content, and in-game [removed: purchases.][added: purchases across all key platforms.]

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: 445] [added: 465] million units worldwide.

Our most recent installment, *Grand Theft Auto V*, which was released in 2013, has sold-in over [removed: 210] [added: 225] million units worldwide and includes access to *Grand Theft Auto [removed: Online*.][added: Online.* 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.]

Rockstar Games continues to invest in the franchise and announced that *Grand Theft Auto [removed: VI*, which was expected to launch in Fall of Calendar 2025,] [added: VI*] is [removed: now] planned for release on [removed: May 26,] [added: November 19,] 2026, during our fiscal year 2027.

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

[removed: *Red* *Dead] [added: *Red Dead] Redemption 2*, which has been a critical and commercial success that set numerous entertainment industry records, has sold-in more than [removed: 70] [added: 80] million units [removed: worldwide to date.][added: worldwide.]

2K. Our 2K label [removed: has published] [added: publishes] a variety of popular entertainment properties across all key platforms and across a range of genres including shooter, action, role-playing, strategy, sports, and family/casual entertainment.

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

2K's [removed: realistic] sports simulation titles include our flagship *NBA 2K* series, which continues to be the top-ranked NBA basketball video game, the *WWE 2K* professional wrestling series, *PGA TOUR 2K*, and *TopSpin 2K*.

2K also publishes mobile titles, including *WWE [removed: SuperCard*.][added: SuperCard* and *NBA 2K All-Stars*.]

Zynga. Our Zynga label publishes popular free-to-play mobile games that deliver high quality, deeply engaging entertainment experiences and generates revenue from in-game sales and [removed: in-game] advertising.

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

[added: 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: 2026,] [added: 2027,] 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” and, together with [added: the] Xbox 360 Agreement, the “Xbox Agreements”).

The terms of both Xbox Agreements expire on March 31, [removed: 2026,] [added: 2027,] 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, [added: Chili,] France, Germany, Japan, Singapore, South Korea, Taiwan, [added: United Arab Emirates,] the U.K., and the 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: 2025,] [added: 2026,] accounted for [removed: 81.0%] [added: 80.6%] of our net revenue, with Apple, Sony, Google, and Microsoft each accounting for more than 10.0% of our net revenue.

[removed: Our advertising offerings include banner and interstitial advertisements, engagement advertisements and offers in which players] can participate in watch-to-earn engagements or other offer engagements, branded virtual items, and sponsorships that integrate relevant advertising and messaging within game play.

- We have been able to build a large community of players, particularly for mobile titles, through players discovering [removed: of] our games in platform storefronts, the viral and social features built into the network effects of our games, as well as the cross-promotion of our games to our existing audience.

As of March 31, [removed: 2025,] [added: 2026,] we had a sales and marketing staff of [removed: 1,418] [added: 1,456] full-time employees.

[removed: Examples of our competitors include Electronic Arts Inc., Embracer Group AB, Playrix, Playtika, Roblox, 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.

For the fiscal years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] we earned [removed: 39.5%, 38.7%] [added: 40.8%, 39.5%] and [removed: 37.2%,] [added: 38.7%,] 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, [removed: regulatory,] [added: regulatory] and economic developments, all of which can have a significant effect on our operating results.

The growth and development of electronic commerce, virtual items, and virtual currency [removed: has] [added: have] 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 [removed: Factors](#i0a112ae7985e4b44aa3c691a5e94afe7_19)"*—Risks] [added: Factors](#i773381358a8f48aa8f57491ded18f96f_19)"*—Risks] related to legal or regulatory compliance.

See [removed: [Note](#i0a112ae7985e4b44aa3c691a5e94afe7_1654) [22](#i0a112ae7985e4b44aa3c691a5e94afe7_1654)] [added: [Note 2](#i773381358a8f48aa8f57491ded18f96f_184)[1](#i773381358a8f48aa8f57491ded18f96f_184)] to our Consolidated Financial Statements.

*Human Capital Management.* Our headcount includes [removed: 12,928] [added: 12,909] full-time employees as of March 31, [removed: 2025.][added: 2026.]

[removed: 49%] [added: 48.3%] of our full-time employees are located in North America, [removed: 34%] [added: 29.8%] in Europe, and [removed: 17%] [added: 17.7%] in the Asia-Pacific [removed: region; 78%] [added: region, and 4.2% in the Middle East; 9,998] of our full-time employees are focused on product development.

We [added: also] continue to support our workforce through ongoing and new initiatives, including enhanced manager training to strengthen team cohesion across various work models, encouragement of healthy work habits, active engagement with employee feedback, and a continued focus on mental health awareness.

Zynga's diverse portfolio of popular game franchises has been downloaded more than 10 billion times, including *Color Block Jam*, *CSR2*, *Empires & Puzzles*, *Game of Thrones: Legends*, *Game of Thrones Slots Casino*, *Golf Rival*, *Harry Potter: Puzzles & Spells*, *Hit it Rich!

Casino*, *Match Factory!*, *Merge Dragons!*, *Toon Blast*, *Toy Blast*, *Wizard of Oz Slots Casino*, *Words With Friends*, and *Zynga Poker*.

Our advertising offerings include banner and interstitial advertisements, engagement advertisements and offers in which players

Examples of our competitors include Electronic Arts, Embracer Group, Epic Games, Playrix, Playtika, Roblox, Savvy Games, Tencent, and Ubisoft.

We allow our creative teams to identify the work arrangements that are most effective, productive, and efficient for them.

Our compliance training program seeks to ensure that our employees recognize and report any signs of harassment, discrimination,

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

enthusiasts to casual gamers.

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.

In 2018, we expanded our relationship with the NBA through the *NBA 2K League.*

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

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

The label was dedicated to bringing titles from the industry's leading creative talent to market and was the publisher, developer, and owner of *Kerbal Space Program*.

In addition, we license and include console

While some of our teams are now working from the office full time, many of our colleagues are working in hybrid work environments, with some flexibility to work remotely on various days.

We believe this structure maintains strong productivity, and collaboration, cultivates a strong internal culture, and is also beneficial for talent retention.

Our approach to the workplace presents challenges, as well as opportunities, for managing teams and supporting employees.

Refer to [Note 14 - Commitments and [removed: Contingencies](#i0a112ae7985e4b44aa3c691a5e94afe7_157)] [added: Contingencies](#i773381358a8f48aa8f57491ded18f96f_160)] to our Consolidated Financial Statements for disclosures regarding our legal proceedings.

| | | | For the fiscal year ended March 31, [removed: 2025] [added: 2026] | | |

| [removed: Delaware] (State or Other Jurisdiction of Incorporation or Organization) | | | | | | [removed: 51-0350842] [added: | | |] (I.R.S. Employer Identification No.) | | |

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: $26,579,762,843.][added: $47,087,317,833.]

As of May [removed: 5, 2025,] [added: 11, 2026,] there were [removed: 177,424,908] [added: 185,666,663] shares of the Registrant's Common Stock outstanding, net of treasury stock.

Portions of the registrant's definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders

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| [Item [removed: 13.](#i0a112ae7985e4b44aa3c691a5e94afe7_79)] [added: 13.](#i773381358a8f48aa8f57491ded18f96f_82)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i0a112ae7985e4b44aa3c691a5e94afe7_79)] [added: Independence](#i773381358a8f48aa8f57491ded18f96f_82)] | | | [removed: [53](#i0a112ae7985e4b44aa3c691a5e94afe7_79)] [added: [53](#i773381358a8f48aa8f57491ded18f96f_82)] | | |

| [Item [removed: 14.](#i0a112ae7985e4b44aa3c691a5e94afe7_82)] [added: 14.](#i773381358a8f48aa8f57491ded18f96f_85)] | | | [Principal Accounting Fees and [removed: Services](#i0a112ae7985e4b44aa3c691a5e94afe7_82)] [added: Services](#i773381358a8f48aa8f57491ded18f96f_85)] | | | [removed: [53](#i0a112ae7985e4b44aa3c691a5e94afe7_82)] [added: [53](#i773381358a8f48aa8f57491ded18f96f_85)] | | |

| [Item [removed: 15.](#i0a112ae7985e4b44aa3c691a5e94afe7_88)] [added: 15.](#i773381358a8f48aa8f57491ded18f96f_91)] | | | [Exhibits, Financial Statement [removed: Schedules](#i0a112ae7985e4b44aa3c691a5e94afe7_88)] [added: Schedules](#i773381358a8f48aa8f57491ded18f96f_91)] | | | [removed: [54](#i0a112ae7985e4b44aa3c691a5e94afe7_88)] [added: [54](#i773381358a8f48aa8f57491ded18f96f_91)] | | |

| [Item [removed: 16.](#i0a112ae7985e4b44aa3c691a5e94afe7_91)] [added: 16.](#i773381358a8f48aa8f57491ded18f96f_94)] | | | [Form 10-K [removed: Summary](#i0a112ae7985e4b44aa3c691a5e94afe7_91)] [added: Summary](#i773381358a8f48aa8f57491ded18f96f_94)] | | | [removed: [59](#i0a112ae7985e4b44aa3c691a5e94afe7_91)] [added: [58](#i773381358a8f48aa8f57491ded18f96f_94)] | | |

| | | | [Index to Financial [removed: Statements](#i0a112ae7985e4b44aa3c691a5e94afe7_94)] [added: Statements](#i773381358a8f48aa8f57491ded18f96f_97)] | | | [removed: [60](#i0a112ae7985e4b44aa3c691a5e94afe7_94)] [added: [59](#i773381358a8f48aa8f57491ded18f96f_97)] | | |

Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including risks relating to the timely release and significant market acceptance of our games; 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: and] 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](#i0a112ae7985e4b44aa3c691a5e94afe7_19)"] [added: Factors](#i773381358a8f48aa8f57491ded18f96f_19)"] included in Part I, Item 1A herein.

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

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

| Delaware | | | | | | | | | 51-0350842 | | |

| 110 West 44th Street | | | | | | | | | 10036 | | |

| New York, | | | New York | | | | | | (Zip Code) | | |

| (Address of principal executive offices) | | | | | | | | | | | |

| [PART I](#i773381358a8f48aa8f57491ded18f96f_13) | | | | | | | | |

| [PART II](#i773381358a8f48aa8f57491ded18f96f_37) | | | | | | | | |

| [PART IV](#i773381358a8f48aa8f57491ded18f96f_88) | | | | | | | | |

| | | | [Signatures](#i773381358a8f48aa8f57491ded18f96f_190) | | | [104](#i773381358a8f48aa8f57491ded18f96f_190) | | |

| | | | | | | | | |

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

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

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

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

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

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

d.informing the Audit Committee [added: and the Technology Risk Committee (which was formed in October 2025)] of our Board of significant or material cybersecurity incidents, as appropriate.

Our Board actively oversees our risk management activities both directly and through its committees and considers various risk topics throughout the year, including, through the Audit [removed: Committee, cybersecurity and information security risk management] [added: Committee] and [removed: controls.][added: the Technology Risk Committee,]

As part of its oversight function, the Board, directly and through its Audit [added: Committee and Technology Risk] Committee, oversees the Company’s risk assessment and risk management policies, including related to cybersecurity.

At least quarterly (with respect to the [removed: Audit] [added: Technology Risk] Committee) and annually (with respect to the Board), our CTO and CISO report to the [removed: Audit] [added: Technology Risk] Committee or the 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.

[added: 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 certification, ISO 27001 certification, and other technical cybersecurity certifications from ISC2, the SANs [removed: Institute] [added: Institute,] and [removed: OffSec] [added: OffSec,] as well as recent participation in IT and cybersecurity programs organized by leading educational institutions with expertise in the field.

cybersecurity and information security risk management and controls.

In September 2022, we experienced a network intrusion in which an unauthorized third party illegally accessed and downloaded confidential information from Rockstar Games’ systems, including early development footage for the next Grand Theft Auto.

Subsequently, also in September 2022, an unauthorized third party illegally accessed credentials for a vendor platform that 2K Games uses to provide help desk support to its customers.

The unauthorized party sent a communication to certain players containing a malicious link.

2K Games immediately notified all affected users and took steps to restrict further unauthorized activity until service was restored.

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

In addition, leaders from our communications, finance, legal

[removed: We also lease] [added: Rockstar's corporate offices occupy] approximately [removed: 64,000] [added: 97,000] square feet of [added: leased office] space [removed: under a lease expiring] in [removed: March 2030 at 622 Broadway,] New York, New [removed: York.][added: York, under leases expiring in March 2030.]

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

[removed: Zynga] [added: Zynga's] corporate office occupy approximately 62,000 square feet of leased office space in San Mateo, California.

In addition, our other subsidiaries lease office space in Sydney and Pyrmont, Australia; Halifax, Oakville, Montreal, Parksville, Quebec, Toronto, and Vancouver, Canada; Chengdu, 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; Belgrade, Serbia; Singapore; Seoul, South Korea; Barcelona, Madrid, and Valencia, Spain; [removed: Luzerne,] [added: Lucerne,] Switzerland; Taipei, Taiwan; Istanbul, Turkey; [removed: Birmingham,] Brighton, Dundee, London, Lincoln, and Leeds, U.K.; and, in the U.S.: Agoura Hills, Carlsbad, [removed: Foothill 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](#i0a112ae7985e4b44aa3c691a5e94afe7_154)] [added: Leases](#i773381358a8f48aa8f57491ded18f96f_157)] to our Consolidated Financial Statements.

We also own office space in New York, New York, which was acquired in November 2025.

We also own an office building located in Los Angeles, California, which was acquired in October 2025.

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: 313] [added: 269] as of May [removed: 5, 2025.][added: 11, 2026.]

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](#i0a112ae7985e4b44aa3c691a5e94afe7_76).][added: Matters](#i773381358a8f48aa8f57491ded18f96f_79).]

The following line graph compares, from March 31, [removed: 2020] [added: 2021] through March 31, [removed: 2025,] [added: 2026,] 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, [removed: 2020] [added: 2021] in our common stock and in each of the following indices and assumes reinvestment of all cash dividends, if any, paid on such securities.

[removed: ][added: ]

* The graph and chart assume that $100 was invested on March 31, [removed: 2020] [added: 2021] in the applicable stock or index and that all dividends were reinvested.

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | |

During the fiscal years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] we did not repurchase shares of our common stock.

As of March 31, [removed: 2025,] [added: 2026,] we had repurchased a total of 11.7 shares of our common stock under the program, and 10.0 shares of our [removed: 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: 2025:][added: 2026:]

| January 1 - 31, [removed: 2025] [added: 2026] | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.0 | | |

| February 1 - 28, [removed: 2025] [added: 2026] | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.0 | | |

| March 1 - 31, [removed: 2025] [added: 2026] | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.0 | | |

March 2026

| Take-Two Interactive Software, Inc. | | | $ | 100.00 | | | | | $ | 87.01 | | | | | $ | 67.52 | | | | | $ | 84.04 | | | | | $ | 117.29 | | | | | $ | 111.77 | |

| NASDAQ Composite | | | 100.00 | | | | | | 108.06 | | | | | | 93.71 | | | | | | 126.58 | | | | | | 134.65 | | | | | | 169.11 | | |

| S&P 500 | | | 100.00 | | | | | | 115.65 | | | | | | 106.71 | | | | | | 138.59 | | | | | | 150.03 | | | | | | 176.74 | | |

| RDG Technology Composite | | | 100.00 | | | | | | 107.40 | | | | | | 97.22 | | | | | | 120.79 | | | | | | 129.47 | | | | | | 137.38 | | |

common stock remained available for repurchase under the share repurchase program.

March 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 | | |

We provide details of our valuation and qualifying accounts in [Note 19 - Supplementary Financial [removed: Information](#i0a112ae7985e4b44aa3c691a5e94afe7_172)] [added: Information](#i773381358a8f48aa8f57491ded18f96f_175)] to our Consolidated Financial Statements.

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange 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 [added: 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: 2025,] [added: 2026,] 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: 2025,] [added: 2026,] 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: 2025.][added: 2026.]

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, [removed: 2025,] [added: 2026,] 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.

During the quarter ended March 31, [removed: 2025,] [added: 2026,] the following Section 16 officers and directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a "Rule 10b5-1 trading [removed: arrangements"] [added: arrangement"] (as defined in Item 408 of Regulation [removed: S-K):][added: S-K of the Exchange Act):]

[added: -] On [removed: March 5, 2025,] [added: February 19, 2026,] Ellen Siminoff, a member of our Board of Directors, adopted a new written trading plan.

The plan's maximum duration is until [removed: June 30, 2026,] [added: December 31, 2026] and the first trade will not occur until June [removed: 4, 2025,] [added: 8, 2026,] at the earliest.

The trading plan is intended to permit Ms. Siminoff to sell up to an aggregate of [removed: 4,954] [added: 4,000] shares of our common stock.

No other Section 16 officers or directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended March 31, [removed: 2025.][added: 2026.]

The share numbers in this Item 9B represent the actual number of shares (i.e., not presented in millions).

The plan's maximum duration is until July 31, 2027, and the first trade will not occur until July 1, 2026, at the earliest.

- On March 3, 2026, Daniel Emerson, our Executive Vice President and Chief Legal Officer, adopted a new written trading plan.

The trading plan is intended to permit Mr. Emerson to sell up to an aggregate of 42,105 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: 2025.][added: 2026.]

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: 2025).][added: 2026).]

See Index to Financial Statements on page [removed: [60](#i0a112ae7985e4b44aa3c691a5e94afe7_94)] [added: [59](#i773381358a8f48aa8f57491ded18f96f_97)] of this Report.

See [Note 19 - Supplementary Financial [removed: Information](#i0a112ae7985e4b44aa3c691a5e94afe7_172)] [added: Information](#i773381358a8f48aa8f57491ded18f96f_175)] to our Consolidated Financial Statements.

| 4.3 | | | | | | [removed: [First] [added: [Third] Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex42.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex44.htm)] | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | [removed: 4.2] [added: 4.4] | | | | | | | | |

| 4.4 | | | | | | [removed: [Second] [added: [Fourth] Supplemental Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex43.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex45.htm)] | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | [removed: 4.3] [added: 4.5] | | | | | | | | |

| 4.5 | | | | | | [removed: [Third] [added: [Fifth] Supplemental Indenture, dated as of April 14, [removed: 2022,] [added: 2023,] between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex44.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/946581/000119312523102153/d500281dex41.htm)] | | | | | | 8-K | | | | | | [removed: 4/14/2022] [added: 4/14/2023] | | | | | | [removed: 4.4] [added: 4.1] | | | | | | | | |

| 4.6 | | | | | | [removed: [Fourth] [added: [Sixth] Supplemental Indenture, dated as of April 14, [removed: 2022,] [added: 2023,] between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex45.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/946581/000119312523102153/d500281dex42.htm)] | | | | | | 8-K | | | | | | [removed: 4/14/2022] [added: 4/14/2023] | | | | | | [removed: 4.5] [added: 4.2] | | | | | | | | |

| 4.7 | | | | | | [removed: [Fifth] [added: [Seventh] Supplemental Indenture, dated as of [removed: April 14, 2023,] [added: June 12, 2024,] between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/946581/000119312523102153/d500281dex41.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/946581/000119312524159952/d818250dex41.htm)] | | | | | | 8-K | | | | | | [removed: 4/14/2023] [added: 6/12/2024] | | | | | | 4.1 | | | | | | | | |

| 4.8 | | | | | | [removed: [Sixth] [added: [Eighth] Supplemental Indenture, dated as of [removed: April 14, 2023,] [added: June 12, 2024,] between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/946581/000119312523102153/d500281dex42.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/946581/000119312524159952/d818250dex42.htm)] | | | | | | 8-K | | | | | | [removed: 4/14/2023] [added: 6/12/2024] | | | | | | 4.2 | | | | | | | | |

| [removed: 4.9] [added: 10.31] | | | | | | [removed: [Seventh Supplemental Indenture,] [added: [Restricted Unit Agreement] dated as of June [removed: 12,] [added: 3,] 2024, [added: by and] between Take-Two Interactive Software, Inc. and [removed: The Bank of New York Mellon, as Trustee.](https://www.sec.gov/Archives/edgar/data/946581/000119312524159952/d818250dex41.htm)] [added: ZMC Advisors, L.P.+](https://www.sec.gov/Archives/edgar/data/946581/000119312524153067/d845657ds3asr.htm)] | | | | | | [removed: 8-K] [added: S-3 ASR] | | | | | | [removed: 6/12/2024] [added: 6/3/2024] | | | | | | [removed: 4.1] [added: 10.2] | | | | | | | | |

| [removed: 4.11] [added: 4.10] | | | | | | [Form of Global Note representing [removed: 3.300%] [added: 4.000%] Senior Notes due [removed: 2024] [added: 2032] (included as part of Exhibit [removed: 4.3)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex42.htm)] [added: 4.6)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex45.htm)] | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | [removed: 4.6] [added: 4.9] | | | | | | | | |

| [removed: 4.12] [added: 4.9] | | | | | | [Form of Global Note representing [removed: 3.550%] [added: 3.700%] Senior Notes due [removed: 2025] [added: 2027] (included as part of Exhibit [removed: 4.4)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex43.htm)] [added: 4.5)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex44.htm)] | | | | | | 8-K | | | | | | 4/14/2022 | | | | | | [removed: 4.7] [added: 4.8] | | | | | | | | |

| 4.13 | | | | | | [Form of Global Note representing [removed: 3.700%] [added: 5.400%] Senior Notes due [removed: 2027] [added: 2029] (included as part of Exhibit [removed: 4.5)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex44.htm)] [added: 4.9)](https://www.sec.gov/Archives/edgar/data/946581/000119312524159952/d818250dex41.htm)] | | | | | | 8-K | | | | | | [removed: 4/14/2022] [added: 6/12/2024] | | | | | | [removed: 4.8] [added: 4.3] | | | | | | | | |

| 4.14 | | | | | | [Form of Global Note representing [removed: 4.000%] [added: 5.600%] Senior Notes due [removed: 2032] [added: 2034] (included as part of Exhibit [removed: 4.6)](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522105680/d318198dex45.htm)] [added: 4.10)](https://www.sec.gov/Archives/edgar/data/946581/000119312524159952/d818250dex42.htm)] | | | | | | 8-K | | | | | | [removed: 4/14/2022] [added: 6/12/2024] | | | | | | [removed: 4.9] [added: 4.4] | | | | | | | | |

| [removed: 4.15] [added: 4.11] | | | | | | [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: 4.16] [added: 4.12] | | | | | | [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: 4.19] [added: 4.15] | | | | | | [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 [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1439404/000119312522156900/d303776dex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1439404/000119312522156900/d303776dex42.htm)] | | | | | | 8-K | | | | | | 5/26/2022 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | | | |

| [removed: 4.21] [added: 4.16] | | | | | | [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) | | | | | | | | |

| 10.2 | | | | | | [Amended and Restated Take-Two Interactive Software, Inc. [removed: 2009] [added: 2017] Stock Incentive [removed: Plan, effective as of July 21, 2016](https://www.sec.gov/Archives/edgar/data/946581/000119312516662296/d146119ddef14a.htm#tx146119_32)+] [added: Plan](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000946581/000130817923000926/lttwo2023_def14a.htm#lttwoa045)+] | | | | | | 14A | | | | | | [removed: 7/28/2016] [added: 7/28/2025] | | | | | | Annex [removed: A] [added: B] | | | | | | | | |

| [removed: 10.10] [added: 10.7] | | | | | | [Form of [removed: Employee] Global Restricted [added: Stock] Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. [removed: 2009] [added: 2017] Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/946581/000104746913010066/a2217131zex-10_5.htm)+] [added: Plan](https://www.sec.gov/Archives/edgar/data/946581/000162828026037434/a03312026ttwoex-107.htm)[+](https://www.sec.gov/Archives/edgar/data/946581/000162828026037434/a03312026ttwoex-107.htm)[](https://www.sec.gov/Archives/edgar/data/946581/000162828026037434/a03312026ttwoex-107.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 10/30/2013] | | | | | | [removed: 10.5] | | | | | | [added: X] | | |

| [removed: 10.11] [added: 10.4] | | | | | | [removed: [Amended] [added: [Amendment to the Amended] and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive [removed: Plan](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000946581/000130817923000926/lttwo2023_def14a.htm#lttwoa045)+] [added: Plan](https://www.sec.gov/Archives/edgar/data/946581/000119312522167435/d310210dex992.htm)+] | | | | | | [removed: 14A] [added: S-8] | | | | | | [removed: 7/27/2023] [added: 6/3/2022] | | | | | | [removed: Annex B] [added: 99.2] | | | | | | | | |

| [removed: 10.12] [added: 10.3] | | | | | | [Amendment No. 1 to the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/946581/000119312520240149/d90600dex992.htm)+ | | | | | | S-8 | | | | | | 9/4/2020 | | | | | | 99.2 | | | | | | | | |

| [removed: 10.13] [added: 10.6] | | | | | | [removed: [Amendment to the Amended and Restated Take-Two] [added: [Take-Two] Interactive Software, Inc. 2017 [added: Second Amended and Restated Global Employee] Stock [removed: Incentive Plan](https://www.sec.gov/Archives/edgar/data/946581/000119312522167435/d310210dex992.htm)+] [added: Purchase Plan, effective as of March 28, 2019](https://www.sec.gov/Archives/edgar/data/946581/000162828019006691/ex-10132ndamendedandrestat.htm)+] | | | | | | [removed: S-8] [added: 10-K] | | | | | | [removed: 6/3/2022] [added: 5/14/2019] | | | | | | [removed: 99.2] [added: 10.13] | | | | | | | | |

| [removed: 10.14] [added: 10.5] | | | | | | [Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan Qualified RSU Sub-Plan for France, effective as of September 15, 2017](https://www.sec.gov/Archives/edgar/data/946581/000119312517238644/d330685ddef14a.htm#tx330685_37)+ | | | | | | 14A | | | | | | 7/27/2017 | | | | | | Annex C | | | | | | | | |

| [removed: 10.16] [added: 10.8] | | | | | | [Form of Global Restricted Stock [added: Performance] Unit Agreement Pursuant to the Take-Two Interactive Software, Inc. 2017 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x4.htm)+] [added: Plan](https://www.sec.gov/Archives/edgar/data/946581/000162828026037434/a03312026ttwoex-108.htm) [](https://www.sec.gov/Archives/edgar/data/946581/000162828026037434/a03312026ttwoex-108.htm)[(TSR)](https://www.sec.gov/Archives/edgar/data/946581/000162828026037434/a03312026ttwoex-108.htm)[+](https://www.sec.gov/Archives/edgar/data/946581/000162828026037434/a03312026ttwoex-108.htm)[*](https://www.sec.gov/Archives/edgar/data/946581/000162828026037434/a03312026ttwoex-108.htm)[*](https://www.sec.gov/Archives/edgar/data/946581/000162828026037434/a03312026ttwoex-108.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 11/8/2017] | | | | | | [removed: 10.4] | | | | | | [added: X] | | |

| [removed: 10.17] [added: 10.10] | | | | | | [Form of [removed: Global] [added: Non-Employee Director] Restricted Stock [removed: Performance Unit] Agreement Pursuant to the Take-Two Interactive [removed: Software,] [added: Software] Inc. 2017 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x5.htm)+] [added: Plan](https://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x6.htm)+] | | | | | | 10-Q | | | | | | 11/8/2017 | | | | | | [removed: 10.5] [added: 10.6] | | | | | | | | |

| [removed: 10.18] [added: 10.11] | | | | | | [Form of Non-Employee Director [removed: Restricted] Stock [added: Grant] Agreement Pursuant to the Take-Two Interactive Software Inc. 2017 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x6.htm)+] [added: Plan](https://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x7.htm)+] | | | | | | 10-Q | | | | | | 11/8/2017 | | | | | | [removed: 10.6] [added: 10.7] | | | | | | | | |

| [removed: 10.19] [added: 10.9] | | | | | | [removed: [Form] [added: [F](https://www.sec.gov/Archives/edgar/data/946581/000162828026037434/a03312026ttwoex-109.htm)[orm] of [removed: Non-Employee Director] [added: Global Restricted] Stock [removed: Grant] [added: Performance Unit] Agreement Pursuant to the Take-Two Interactive [removed: Software] [added: Software](https://www.sec.gov/Archives/edgar/data/946581/000162828026037434/a03312026ttwoex-109.htm)[,] Inc. 2017 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/946581/000162828017011117/ttwoex-10x7.htm)+] [added: Plan (RCS)](https://www.sec.gov/Archives/edgar/data/946581/000162828026037434/a03312026ttwoex-109.htm)[+](https://www.sec.gov/Archives/edgar/data/946581/000162828026037434/a03312026ttwoex-109.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 11/8/2017] | | | | | | [removed: 10.7] | | | | | | [added: X] | | |

| [removed: 10.20] [added: 10.14] | | | | | | [Employment Agreement, dated May 12, 2010, between the Company and Lainie Goldstein](https://www.sec.gov/Archives/edgar/data/946581/000110465910028475/a10-10145_1ex10d1.htm)+ | | | | | | 8-K | | | | | | 5/14/2010 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.21] [added: 10.15] | | | | | | [First Amendment to Employment Agreement, dated October 25, 2010, between the Company and Lainie Goldstein](https://www.sec.gov/Archives/edgar/data/946581/000110465910053523/a10-19838_1ex10d1.htm)+ | | | | | | 8-K | | | | | | 10/25/2010 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.22] [added: 10.16] | | | | | | [Second Amendment to Employment Agreement, dated August 27, 2012, between the Company and Lainie Goldstein](https://www.sec.gov/Archives/edgar/data/946581/000104746912009896/a2211465zex-10_6.htm)+ | | | | | | 10-Q | | | | | | 10/31/2012 | | | | | | 10.6 | | | | | | | | |

| [removed: 10.23] [added: 10.17] | | | | | | [Third Amendment to Employment Agreement dated May 7, 2018, between the Company and Lainie Goldstein](https://www.sec.gov/Archives/edgar/data/946581/000162828018010376/a063018ttwoex-10x2.htm)+ | | | | | | 10-Q | | | | | | 8/3/2018 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.24] [added: 10.18] | | | | | | [Employment Agreement, dated February 14, 2008, by and between the Company and Karl Slatoff](https://www.sec.gov/Archives/edgar/data/946581/000114420408009931/v103944_ex10-3.htm)+ | | | | | | 8-K | | | | | | 2/15/2008 | | | | | | 10.3 | | | | | | | | |

| [removed: 10.25] [added: 10.19] | | | | | | [Employment Agreement dated January 28, 2015 between the Company and Daniel Emerson](https://www.sec.gov/Archives/edgar/data/946581/000104746915000639/a2222916zex-10_1.htm)+ | | | | | | 10-Q | | | | | | 2/6/2015 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.26] [added: 10.20] | | | | | | [Management Agreement, dated as of November 17, 2017, by and between the Company and ZelnickMedia Corporation](https://www.sec.gov/Archives/edgar/data/946581/000110465917069999/a17-27361_1ex10d1.htm)+ | | | | | | 8-K | | | | | | 11/22/2017 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.27] [added: 10.21] | | | | | | [Restricted Unit Agreement, dated as of April 13, 2018, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation](https://www.sec.gov/Archives/edgar/data/946581/000110465918023988/a18-9988_1ex10d2.htm)+ | | | | | | S-3 ASR | | | | | | 4/13/2018 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.28] [added: 10.22] | | | | | | [Restricted Unit Agreement, dated as of April 15, 2019, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation](https://www.sec.gov/Archives/edgar/data/946581/000110465919021367/a19-8263_1ex10d2.htm)+ | | | | | | S-3 ASR | | | | | | 4/15/2019 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.29] [added: 10.23] | | | | | | [Restricted Unit Agreement dated as of April 13, 2020, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation](https://www.sec.gov/Archives/edgar/data/946581/000110465920045956/a20-15426_1s3asr.htm)+ | | | | | | S-3 ASR | | | | | | 4/13/2020 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.30] [added: 10.24] | | | | | | [Restricted Unit Agreement dated as of April 13, 2021, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation](https://www.sec.gov/Archives/edgar/data/0000946581/000110465921049797/tm2112666d1_s3asr.htm)+ | | | | | | S-3 ASR | | | | | | 4/13/2021 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.31] [added: 10.25] | | | | | | [Restricted Unit Agreement dated as of April 13, 2022, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522104335/d313669dex102.htm)+ | | | | | | S-3 ASR | | | | | | 4/13/2022 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.32] [added: 10.26] | | | | | | [Management Agreement, dated as of May 3, 2022, by and between Take-Two Interactive Software, Inc. and ZelnickMedia Corporation](https://www.sec.gov/Archives/edgar/data/0000946581/000119312522141376/d356480dex101.htm) | | | | | | 8-K | | | | | | 5/5/2022 | | | | | | 10.1 | | | | | | | | |

| 10.12 | | | | | | [T](https://www.sec.gov/Archives/edgar/data/946581/000119312525197270/d64275dex101.htm)[ake-Two Interactive So](https://www.sec.gov/Archives/edgar/data/946581/000119312525197270/d64275dex101.htm)[ftware, Inc. Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/946581/000119312525197270/d64275dex101.htm)[+](https://www.sec.gov/Archives/edgar/data/946581/000119312525197270/d64275dex101.htm) | | | | | | 8-K | | | | | | 9/5/2025 | | | | | | 10.1 | | | | | | | | |

| 10.13 | | | | | | [T](https://www.sec.gov/Archives/edgar/data/946581/000119312525197270/d64275dex102.htm)[ake-Two Interactive So](https://www.sec.gov/Archives/edgar/data/946581/000119312525197270/d64275dex102.htm)[ftware, Inc. Deferred Compensation Plan Adoption Agreement](https://www.sec.gov/Archives/edgar/data/946581/000119312525197270/d64275dex102.htm)[+](https://www.sec.gov/Archives/edgar/data/946581/000119312525197270/d64275dex102.htm) | | | | | | 8-K | | | | | | 9/5/2025 | | | | | | 10.2 | | | | | | | | |

| 10.51 | | | | | | [Third Amendment to Lease, dated as of December 22, 2025, by and between Take-Two Interactive Software, Inc. and DOLP 1133 Properties III LLC](https://www.sec.gov/Archives/edgar/data/946581/000162828026005119/a12312025ttwoex-101.htm) | | | | | | 10-Q | | | | | | 2/4/2026 | | | | | | 10.1 | | | | | | | | |

| 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 | | | | | | | | |

| 4.20 | | | | | | [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 | | | | | | | | |

| 10.3 | | | | | | [Form of Employee Restricted Stock Agreement](https://www.sec.gov/Archives/edgar/data/946581/000104746909006187/a2193344zex-10_2.htm)+ | | | | | | 10-Q | | | | | | 6/5/2009 | | | | | | 10.2 | | | | | | | | |

| 10.4 | | | | | | [Form of Non-Employee Director Restricted Stock Agreement](https://www.sec.gov/Archives/edgar/data/946581/000104746909006187/a2193344zex-10_3.htm)+ | | | | | | 10-Q | | | | | | 6/5/2009 | | | | | | 10.3 | | | | | | | | |

| 10.5 | | | | | | [Form of Employee Restricted Unit Agreement](https://www.sec.gov/Archives/edgar/data/946581/000104746912007602/a2210397zex-10_1.htm)+ | | | | | | 10-Q | | | | | | 8/1/2012 | | | | | | 10.1 | | | | | | | | |

| 10.6 | | | | | | [Form of Employee Restricted Unit Agreement](https://www.sec.gov/Archives/edgar/data/946581/000104746913010066/a2217131zex-10_1.htm)+ | | | | | | 10-Q | | | | | | 10/30/2013 | | | | | | 10.1 | | | | | | | | |

| 10.7 | | | | | | [Form of Employee Global Restricted Unit Agreement](https://www.sec.gov/Archives/edgar/data/946581/000104746913010066/a2217131zex-10_2.htm)+ | | | | | | 10-Q | | | | | | 10/30/2013 | | | | | | 10.2 | | | | | | | | |

| 10.8 | | | | | | [Form of Employee Restricted Unit Agreement](https://www.sec.gov/Archives/edgar/data/946581/000104746913010066/a2217131zex-10_3.htm) + | | | | | | 10-Q | | | | | | 10/30/2013 | | | | | | 10.3 | | | | | | | | |

| 10.9 | | | | | | [Form of Employee Global Restricted Unit Agreement](https://www.sec.gov/Archives/edgar/data/946581/000104746913010066/a2217131zex-10_4.htm)+ | | | | | | 10-Q | | | | | | 10/30/2013 | | | | | | 10.4 | | | | | | | | |

| 10.15 | | | | | | [Take-Two Interactive Software, Inc. 2017 Second Amended and Restated Global Employee Stock Purchase Plan, effective as of March 28, 2019](https://www.sec.gov/Archives/edgar/data/946581/000162828019006691/ex-10132ndamendedandrestat.htm)+ | | | | | | 10-K | | | | | | 5/14/2019 | | | | | | 10.13 | | | | | | | | |

† 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.

[removed: FISCAL YEAR ENDED MARCH 31, 2025][added: | | | | Fiscal Year Ended 1 | | | Fiscal Year Ended March 31, | | | | | | | | | | | | | | |]

| [Reports of Independent Registered Public Accounting [removed: Firm](#i0a112ae7985e4b44aa3c691a5e94afe7_97)] [added: Firm](#i773381358a8f48aa8f57491ded18f96f_100)] (Ernst & Young LLP, New York, New York, PCAOB ID 42) | | | [removed: [61](#i0a112ae7985e4b44aa3c691a5e94afe7_97)] [added: [60](#i773381358a8f48aa8f57491ded18f96f_100)] | | |

| [Consolidated Balance [removed: Sheets](#i0a112ae7985e4b44aa3c691a5e94afe7_100)—At] [added: Sheets](#i773381358a8f48aa8f57491ded18f96f_103)—At] March 31, [removed: 2025] [added: 2026] and [removed: 2024] [added: 2025] | | | [removed: [65](#i0a112ae7985e4b44aa3c691a5e94afe7_100)] [added: [63](#i773381358a8f48aa8f57491ded18f96f_103)] | | |

| [Consolidated Statements of [removed: Operations](#i0a112ae7985e4b44aa3c691a5e94afe7_103)—For] [added: Operations](#i773381358a8f48aa8f57491ded18f96f_106)—For] the fiscal years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023] [added: 2024] | | | [removed: [66](#i0a112ae7985e4b44aa3c691a5e94afe7_103)] [added: [64](#i773381358a8f48aa8f57491ded18f96f_106)] | | |

| [Consolidated Statements of [removed: Comprehensive](#i0a112ae7985e4b44aa3c691a5e94afe7_106) [Loss](#i0a112ae7985e4b44aa3c691a5e94afe7_106)—For] [added: Comprehensive Loss](#i773381358a8f48aa8f57491ded18f96f_109)—For] the fiscal years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023] [added: 2024] | | | [removed: [67](#i0a112ae7985e4b44aa3c691a5e94afe7_106)] [added: [65](#i773381358a8f48aa8f57491ded18f96f_109)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i0a112ae7985e4b44aa3c691a5e94afe7_109)—For] [added: Flows](#i773381358a8f48aa8f57491ded18f96f_112)—For] the fiscal years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023] [added: 2024] | | | [removed: [68](#i0a112ae7985e4b44aa3c691a5e94afe7_109)] [added: [66](#i773381358a8f48aa8f57491ded18f96f_112)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i0a112ae7985e4b44aa3c691a5e94afe7_112)—For] [added: Equity](#i773381358a8f48aa8f57491ded18f96f_115)—For] the fiscal years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023] [added: 2024] | | | [removed: [69](#i0a112ae7985e4b44aa3c691a5e94afe7_112)] [added: [67](#i773381358a8f48aa8f57491ded18f96f_115)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i0a112ae7985e4b44aa3c691a5e94afe7_115)] [added: Statements](#i773381358a8f48aa8f57491ded18f96f_118)] | | | [removed: [70](#i0a112ae7985e4b44aa3c691a5e94afe7_115)] [added: [68](#i773381358a8f48aa8f57491ded18f96f_118)] | | |

We have audited the accompanying consolidated balance sheets of Take-Two Interactive Software, Inc. (the Company) as of March 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity for each of the three years in the period ended March 31, [removed: 2025,] [added: 2026,] 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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2025,] [added: 2026,] 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: 2025,] [added: 2026,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated May [removed: 20, 2025] [added: 21, 2026] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | [removed: As of] [added: At] March 31, [removed: 2025,] [added: 2026,] the [removed: Company’s] [added: Company's] goodwill balance was [removed: $1,057.3 million.] [added: $1,061.9 million on its consolidated balance sheet.] 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: As disclosed in Note 9 to the consolidated financial statements, during the fiscal year ended March 31, 2025, the Company recorded impairment charges of $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, and discount rate. These significant assumptions are 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 [removed: the Company’s] controls over [removed: its process to determine] the [removed: fair value of the reporting unit that was impaired. For example, we tested controls over management’s review of the significant assumptions used] [added: Company's goodwill impairment evaluation process. Our audit procedures] to [removed: estimate the fair value of the reporting unit that was impaired. To] test [removed: the estimated fair value] [added: management's impairment evaluation] of [removed: the] [added: a certain] reporting unit [removed: that was impaired, our audit procedures] included, among others, [removed: evaluating] [added: assessing] the valuation [removed: methodologies used, evaluating the significant assumptions described above] [added: methodologies,] and [removed: testing] [added: evaluating] the [removed: completeness and accuracy] [added: impact] of [removed: the underlying data used by the Company] [added: changes] in [removed: 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] [added: selected assumptions. We] involved our internal valuation specialists to assist in [removed: testing] [added: evaluating] the [added: valuation] methodologies [removed: and certain significant assumptions] used to [removed: value the reporting unit that was impaired. We performed a sensitivity analysis on certain of the significant assumptions to evaluate the change in] [added: calculate] the [added: estimated] fair value [removed: estimate that would result from changes in assumptions.] [added: of a certain reporting unit.] | | |

We have audited Take-Two Interactive Software, Inc.’s internal control over financial reporting as of March 31, [removed: 2025,] [added: 2026,] based on criteria established in Internal [removed: Control—Integrated] [added: 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: 2025,] [added: 2026,] 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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity for each of the three years in the period ended March 31, [removed: 2025,] [added: 2026,] and the related notes and our report dated May [removed: 20, 2025] [added: 21, 2026] expressed an unqualified opinion thereon.

| | | | | | | [added: 2026 | | | | | |] 2025 | | | | | | 2024 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 1,456.1] [added: 1,545.5] | | | | | $ | [removed: 754.0] [added: 1,456.1] | |

| Short-term investments | | | | | | [removed: 9.4] [added: 443.8] | | | | | | [removed: 22.0] [added: 9.4] | | |

| Restricted cash and cash equivalents | | | | | | [removed: 14.9] [added: 13.2] | | | | | | [removed: 252.1] [added: 14.9] | | |

| Accounts receivable, net of allowances of [removed: $1.6] [added: $0.9] and [removed: $1.2] [added: $1.6] at March 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively | | | | | | [removed: 771.1] [added: 737.0] | | | | | | [removed: 679.7] [added: 771.1] | | |

| Software development costs and licenses | | | | | | [removed: 80.8] [added: 68.8] | | | | | | [removed: 88.3] [added: 80.8] | | |

| Contract assets | | | | | | [removed: 80.8] [added: 89.7] | | | | | | [removed: 85.0] [added: 80.8] | | |

| Prepaid expenses and other | | | | | | [removed: 402.8] [added: 301.5] | | | | | | [removed: 378.6] [added: 402.8] | | |

| Total current assets | | | | | | [removed: 2,815.9] [added: 3,199.5] | | | | | | [removed: 2,259.7] [added: 2,815.9] | | |

| Fixed assets, net | | | | | | [removed: 443.8] [added: 445.4] | | | | | | [removed: 411.1] [added: 443.8] | | |