Take-Two Interactive (TTWO) risk factors: FY2026 10-K

Item 1A of the 10-K for the period ending 2026-03-31, filed 2026-05-22. 48 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2025

1new since FY2025
3reworded
1removed
44unchanged

Headings mentioning a theme: Tariffs 0 · AI 1 · Cybersecurity 1 · China 0 · Interest rates 0. Compare across the S&P 500.

Risks relating to our business and industry

32
  1. The interactive entertainment software industry is highly competitive.
  2. The inability of our products to achieve significant market acceptance, the failure to retain existing players, delays in product releases or disruptions following the commercial release of our products may have a material adverse effect on our business, financial condition and operating results.
  3. We are subject to product development risks which could result in delays and additional costs, and we must adapt to changes in software technologies.
  4. Our quarterly and annual operating results are dependent on the release of hit titles and therefore dependent on the timing of our product releases, which may cause our quarterly operating results to fluctuate significantly.
  5. We are dependent on the future success of our Grand Theft Auto products and other hit titles, and we must continue to publish hit titles or sequels to such hit titles in order to compete successfully in our industry.reworded
  6. The development, use, and incorporation of artificial intelligence (“AI”) into our products and within our industry may present operational, reputational, financial, and competition risks.rewordedAI
  7. Our business is subject to our ability to develop commercially successful products for the current video game platforms.
  8. We cannot publish our titles without the approval of hardware licensors that are also our competitors, and we rely on a limited number of channel partners, some of whom influence the fee structures for online distribution of our games on their platforms.
  9. We rely on complex information technology systems and networks to operate our business. Any significant system or network disruption or cyberattack could have a negative impact on our business.Cybersecurity
  10. Our business could be adversely affected if our consumer data protection measures are not seen as adequate or there are breaches of our security measures or unintended disclosures of consumer data.
  11. We depend on our key management and product development personnel.
  12. Attracting, managing and retaining our talent is critical to our success.
  13. Our results of operations or reputation may be harmed as a result of offensive or potentially dangerous consumer-created content.
  14. Our business is partly dependent on our ability to enter into successful software development arrangements with third parties.
  15. Our business may be harmed if our distributors, retailers, development, and licensing partners, or other third parties with whom we do business are unable to honor their commitments or act in ways that put our brand at risk.
  16. The increasing importance of digital sales and free-to-play games to our business exposes us to the risks of that business model, including greater competition.
  17. We derive revenues from advertisements and offers that are incorporated into our free-to-play games through relationships with third parties. If we are unable to continue to compete for these advertisements and offers, or if any events occur that negatively impact our relationships with advertisers, such as adverse litigation, regulatory investigations, federal or state legislation that requires more device settings to opt-out of advertising, analytics, data sharing with third party services or other changes made by these third parties, our advertising revenues and operating results would be negatively impacted.
  18. If we acquire or invest in other businesses, intellectual properties, or other assets, we may be unable to integrate them with our business, our financial performance may be impaired and/or we may not realize the anticipated financial and strategic goals for such transactions.
  19. We face risks from our international operations.
  20. We depend on servers and Internet bandwidth to operate our games and digital services with online features. If we were to lose server capacity or lack sufficient Internet bandwidth for any reason, our business could suffer. Connectivity issues could affect our profitability and our ability to sell and provide online services for our products.
  21. We use open-source software in connection with certain of our games and services, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative impact on our business.
  22. Our software is susceptible to errors, which can harm our financial results and reputation.
  23. Our ability to acquire and maintain licenses to intellectual property, especially for sports titles, affects our revenue and profitability. Competition for these licenses may make them more expensive and increase our costs.
  24. We may experience declines or fluctuations in the recurring portion of our business.
  25. Price protection granted to our customers and returns of our published titles by our customers may adversely affect our operating results.
  26. Increased competition for limited promotional support from retailers could affect the success of our business and require us to incur greater expenses to market our titles.reworded
  27. A limited number of customers account for a significant portion of our sales. The loss of a principal customer or other significant business relationship could seriously hurt our business.
  28. Content policies adopted by retailers, consumer opposition and litigation could negatively affect sales of our products.
  29. We submit our products for rating by the ESRB in the U.S. and other voluntary or government ratings organizations in foreign countries. Failure to obtain a target rating for certain of our products could negatively affect our ability to distribute and sell those games, as could the re-rating of a game for any reason.
  30. If we are unable to protect the intellectual property relating to our software, the commercial value of our products will be adversely affected, and our competitive position could be harmed.
  31. The value of our virtual items is highly dependent on how we manage the economies in our games. If we fail to manage our game economies properly, our business may suffer.
  32. Some of our players may make sales or purchases of virtual items used in our games through unauthorized or fraudulent third-party websites, which may reduce our revenue.

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Risks related to legal or regulatory compliance

4
  1. Companies and governmental agencies may restrict access to platforms, our website, mobile applications or the Internet generally, which could have a negative impact on our business.
  2. Our business and products are subject to a variety of existing U.S. and foreign laws and regulations, many of which are unsettled and still developing, as well as potential new legislation, all of which could subject us to claims or otherwise harm our business.
  3. The laws and regulations concerning data privacy, consumer protection, and certain other aspects of our business are continually evolving. Failure to comply with these laws and regulations could harm our business.
  4. If we infringe on or are alleged to infringe on the intellectual property rights of third parties, our business could be adversely affected.

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Risks related to financial and economic condition

7
  1. We have a significant amount of outstanding indebtedness, and may incur other indebtedness in the future, all of which may adversely affect our financial condition and future financial results.
  2. Delaware law, our charter documents, and provisions of our debt agreements may impede or discourage a takeover, which could cause the market price of our shares to decline.
  3. Changes in our tax rates or exposure to additional tax liabilities could adversely affect our earnings and financial condition.
  4. Our ability to use net operating loss and tax credit carryforwards to reduce future years' taxes could be substantially limited under Internal Revenue Code Sections 382 and 383 if we experience an ownership change as defined in the Internal Revenue Code Section 382.new
  5. We are subject to risks and uncertainties of international trade, including fluctuations in the values of local foreign currencies against the dollar.
  6. Our reported financial results could be adversely affected by the application of existing or future accounting standards to our business as it evolves.
  7. Declines in consumer spending and other adverse changes in the economy could have a material adverse effect on our business, financial condition and operating results.

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General Risk Factors

5
  1. Additional issuances or sales of equity securities by us would dilute the ownership of our existing stockholders and could adversely affect the market price of our common stock.
  2. We are subject to risks related to corporate and social responsibility and reputation.
  3. Catastrophic events and climate change may have a long-term impact on our business.
  4. We may be adversely affected by the effects of inflation.
  5. We are and may become involved in legal proceedings that may result in adverse outcomes.

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No longer in Item 1A

1

Headings in the FY2025 10-K with no match this year.

  1. 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.

Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.