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Item 5. Other Information

4K characters. Original on sec.gov ·

Item 5. Other Information

The share numbers in this Item 5 represent the actual number of shares (not in millions).

Securities Trading Plans of Directors and Executive Officers

Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”), may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. During the quarter ended June 30, 2025, the following Section 16 officers and directors, as defined in Rule 16a1(f), adopted, modified, or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act):

  • On May 22, 2025, Karl Slatoff, our President, adopted a new written trading plan. The plan’s maximum duration is until August 29, 2025 and the first trade will not occur until August 21, 2025, at the earliest. The trading plan is intended to permit Mr. Slatoff to sell up to an aggregate of 48,995 shares of our common stock.

  • On May 22, 2025, Daniel Emerson, our Executive Vice President and Chief Legal Officer, adopted a new written trading plan. The plan’s maximum duration is until September 5, 2025 and the first trade will not occur until August 21, 2025, at the earliest. The trading plan is intended to permit Mr. Emerson to sell up to an aggregate of 24,465 shares of our common stock.

  • On May 22, 2025, LaVerne Srinivasan, a member of our Board of Directors, adopted a new written trading plan. The plan’s maximum duration is until September 30, 2025 and the first trade will not occur until August 21, 2025, at the earliest. The trading plan is intended to permit Ms. Srinivasan to sell up to an aggregate of 2,325 shares of our common stock.

  • On May 27, 2025, Strauss Zelnick, our Executive Chairman and Chief Executive Officer, in his role as trustee of each of the Zelnick Belzberg Living Trust and Zelnick Belzberg Charitable Trust, adopted a new written trading plan.

◦With respect to the Zelnick Belzberg Living Trust, the plan’s maximum duration is until September 19, 2025 and the first transaction will not occur until August 26, 2025, at the earliest. The trading plan is intended to permit the Zelnick Belzberg Living Trust to (i) sell up to an aggregate of 45,000 shares of our common stock, and (ii) donate up to an aggregate of 20,000 shares of our common stock to the Zelnick Belzberg Charitable Trust.

◦With respect to the Zelnick Belzberg Charitable Trust, the plan’s maximum duration is until September 19, 2025 and the first trade will not occur until August 26, 2025, at the earliest. The trading plan is intended to permit Zelnick Belzberg Charitable Trust to sell up to an aggregate of 20,000 shares of our common stock if it has previously received such shares from the Zelnick Belzberg Living Trust as described above.

  • On May 29, 2025, Lainie Goldstein, our Chief Financial Officer, adopted a new written trading plan. The plan’s maximum duration is until July 31, 2026 and the first trade will not occur until August 28, 2025, at the earliest. The trading plan is intended to permit Ms. Goldstein to sell up to an aggregate of 40,000 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 June 30, 2025.

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