8-KFiling Date: Sep 22, 2026

Take Two (TTWO)

Bylaw Amendment, Shareholder Vote, Financial Statements

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ACC: 0001628280-26-063032

Event Type

Bylaw AmendmentShareholder VoteFinancial Statements
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Event Description

Item 5.03. Bylaw Amendment
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On September 17, 2026, stockholders of Take-Two Interactive Software, Inc. approved and adopted a Certificate of Amendment to the company’s Restated Certificate of Incorporation at the company’s annual meeting. On September 18, 2026, Take-Two filed the Certificate of Amendment with the Delaware Secretary of State, amending its Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law. The amendment became effective immediately upon filing.

Original SEC Filing Text expand_more
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 17, 2026, the stockholders of Take-Two Interactive Software, Inc. (the Company ) approved and adopted a certificate of amendment to the Company s Restated Certificate of Incorporation (the Certificate of Amendment ) at the Company s annual meeting of stockholders (the Annual Meeting ). On September 18, 2026, the Company amended its Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law by filing the Certificate of Amendment with the Secretary of State of the State of Delaware, which became effective immediately upon its filing. Additional information regarding the results of the Company s Annual Meeting is set forth below in this Report under
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Event Description

Item 5.07. Shareholder Vote
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In Item 5.07, the Company states that the material terms of the Charter Amendment are described in its definitive proxy statement filed with the SEC on July 27, 2026. The Company also states that the description of the Certificate of Amendment is qualified in its entirety by the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 and incorporated by reference. The excerpt does not disclose matters voted on, vote results, or whether any proposal passed.

Original SEC Filing Text expand_more
Item 5.07. The material terms of the Charter Amendment are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on July 27, 2026. The foregoing description of the Certificate of Amendment is qualified in its entirety by the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 hereto and incorporated by reference herein.
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Event Description

Item 9.01. Financial Statements
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Item 9.01 lists exhibits only: Exhibit 3.1, Certificate of Amendment of Restated Certificate of Incorporation of Take-Two Interactive Software, Inc., filed herewith, and Exhibit 104, Cover Page Interactive Data File (embedded within the Inline XBRL document), filed herewith. The report is signed by Take-Two Interactive Software, Inc. by Matthew Breitman, Senior Vice President, Chief Governance Officer & Corporate Secretary, dated September 22, 2026.

Original SEC Filing Text expand_more
Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date Filed Herewith 3.1 Certificate of Amendment of Restated Certificate of Incorporation of Take-Two Interactive Software, Inc. X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TAKE-TWO INTERACTIVE SOFTWARE, INC. By: /s/ Matthew Breitman Name: Matthew Breitman Title: Senior Vice President, Chief Governance Officer & Corporate Secretary Date: September 22, 2026 4
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Deep Analysis

Take-Two Interactive adopts a Delaware officer-exculpation charter amendment — approved by stockholders on September 17 and effective on filing September 18 — capping personal liability for certain officers.

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