TAKE TWO INTERACTIVE SOFTWARE INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

Take-Two Interactive Software, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

As we bring our exciting lineup to

market, including Grand Theft

Auto VI in Fiscal 2027, we expect

to achieve record levels of Net

Bookings that will establish a

new baseline for our business

and set us on a path of enhanced

profitability.

TAKE-TWO INTERACTIVE

SOFTWARE, INC.

110 West 44 th Street

New York, NY 10036, USA

Tel 646.536.2842

Fax 646.536.2926

www.take2games.com

LETTER TO

OUR SHAREHOLDERS

Strauss Zelnick |July 28, 2025

Dear Shareholders:

Fiscal 2025 was another strong year for our organization, during which we delivered Net Bookings of$5.65 billion. Throughout

the year, we positioned our business for sustainable, long-term growth by releasing new hit titles and experiences across our

labels; advancing the development of many key releases we plan to launch in the coming quarters; successfully acquiring

Gearbox; and continuing to implement our previously-announced cost reduction program.

We are highly confident in the path ahead for our business. Led by our top creative talent, our industry-leading portfolio of

owned intellectual property, and our increasingly efficient infrastructure, we strive to create hit entertainment experiences

delivered on every platform relevant to our audience through a variety of sound business models. As we bring our exciting

lineup to market, including Grand Theft Auto VI in Fiscal 2027, we expect to achieve record levels of Net Bookings that will

establish a new baseline for our business and set us on a path of enhanced profitability.

We invite you to attend the Annual Meeting of Shareholders of Take-Two Interactive Software, Inc. that will be held on

September 18, 2025, at 9:00 a.m. eastern time as a virtual, audio-only meeting hosted online at

www.virtualshareholdermeeting.com/TTWO 2025.

Details of the business to be conducted at the Annual Meeting are provided in the attached Notice of Annual Meeting of

Shareholders and Proxy Statement, which you are urged to read carefully. On or about August 1,2025, we expect to begin

mailing to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our

Proxy Statement and Annual Report and vote online. If you would like to receive a paper copy of our Proxy Statement and

Annual Report, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

Whether you plan to attend the meeting or not, it is important that your shares be represented and voted. After you read the

Notice of Annual Meeting of Shareholders and Proxy Statement, we urge you to cast your vote via the Internet, by completing

and returning your proxy card, or by telephone. If the address on the Notice of Internet Availability of Proxy Materials or the

accompanying materials is incorrect, please advise our Transfer Agent, Equiniti Trust Company LLC, in writing at 55 Challenger

Road, Floor 2, Ridgefield Park, NJ 07660.

We hope that you will attend the meeting and appreciate your continued support.

Sincerely,

Strauss Zelnick

Executive Chairman and Chief

Executive Officer

NOTICE OF ANNUAL

MEETING OF SHAREHOLDERS

SEPTEMBER 18, 2025

9:00 a.m. local time

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

INTERNETVisit the website on your proxy card

BY TELEPHONECall the telephone number on your proxy card

BY MAILSign, date and return your proxy card in the enclosed envelope

Your vote is very important, regardless of

the number of shares you own.

Please read the attached Proxy Statement

carefully and complete and submit your

proxy card via the Internet or telephone

(as instructed on your proxy card) or sign

and date your paper proxy card as

promptly as possible and return it in the

enclosed envelope.

VIRTUAL, AUDIO-ONLY MEETING HOSTED ONLINE AT

www.virtualshareholdermeeting.com/TTWO 2025

ITEMS OF BUSINESS

1. Election of 10 directors;

2. Approval, on a non-binding advisory basis, of the compensation of the Company’s

“named executive officers” as disclosed in the attached Proxy Statement;

3. Approval of an amendment and restatement of the Amended and Restated Take-

Two Interactive Software, Inc. 2017 Stock Incentive Plan to increase the available

shares reserved thereunder issuable to all of the Company’s eligible employees

and to extend the term of such plan;

4. Ratification of the appointment of Ernst & Young LLP as our independent

registered public accounting firm for thefiscal year ending March 31, 2026; and

5. Other business that may properly come before the Annual Meeting or any

adjournment thereof.

RECORD DATE

Only shareholders of record at the close of business on July 23, 2025 are entitled to

notice of and to vote at the Annual Meeting or any adjournment thereof.

The Board of Directors believes that the election of the nominated directors, the

approval on an advisory basis of the compensation of the named executive officers,

the approval of an amendment and restatement of the Amended and Restated

Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan, and the ratification

of the appointment of Ernst & Young LLP are in the best interests of the Company

and its shareholders and, accordingly, recommends a vote “FOR” for each of

these proposals.

To attend our Annual Meeting via the Internet, and ask questions relevant to the

business of the meeting during the Annual Meeting, you must log in to

www.virtualshareholdermeeting.com/TTWO 2025 and enter the 16-digit control

number on the Notice of Internet Availability of Proxy Materials or proxy card that

accompanied the proxy materials.

By Order of the Board of Directors,

Matthew K. Breitman

General Counsel Americas and Corporate Secretary

July 28, 2025

PROXY STATEMENT

Annual Meeting of Shareholders to be held on September 18, 2025

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Take-Two Interactive

Software, Inc. (the “Company” or “Take-Two”) for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held

on September 18, 2025, at 9:00 a.m. local time, including any adjournment or adjournments thereof, for the purposes set forth

in the accompanying Notice of Annual Meeting of Shareholders.

The Company expects to either mail or provide notice and electronic delivery of this Proxy Statement and the enclosed form of

proxy to shareholders on or about August 1,2025.

Proxies in the accompanying form, duly executed and returned to themanagement of the Company and not revoked, will be

voted at the Annual Meeting. A proxy may be revoked by the shareholder of record at any time prior to the voting of the proxy by

a subsequently dated proxy, by written notification to the Secretary of the Company, or by personally withdrawing the proxy at

the Annual Meeting and voting at the Annual Meeting.

The address of the principal executive offices of the Company is 110 West 44 th Street, New York, New York 10036, and our

telephone number is (646) 536-2842.

The rules of the Securities and Exchange Commission (“SEC”) require us to notify all shareholders, including those

shareholders to whom we have mailed proxy materials, of the availability of our proxy materials through the Internet.

Important Notice Regarding the Availability of Proxy Materialsfor the Shareholder Meeting to be held on September 18, 2025Our Proxy Statement and 2025 Annual Report to Shareholders are available athttp://www.proxyvote.com

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