Electronic Arts Inc. Files 8-K: Material Agreement

TL;DR

EA signed a big deal on 9/28/25. Details in the 8-K.

AI Summary

On September 28, 2025, Electronic Arts Inc. (EA) entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and its principal executive offices are located at 209 Redwood Shores Parkway, Redwood City, California.

Why It Matters

This 8-K filing indicates a significant new agreement for Electronic Arts, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Electronic Arts Inc. (company) — Registrant
• September 28, 2025 (date) — Date of earliest event reported
• 209 Redwood Shores Parkway, Redwood City, California 94065-1175 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — nge on Which Registered Common Stock, $0.01 par value EA NASDAQ Global Select M
• $210 — be converted into the right to receive $210 per share in cash, without interest (th
• $1 billion — ay a termination fee to Parent equal to $1 billion if: the Merger Agreement is terminated
• $540 million — yable by the Company will be reduced to $540 million if the Superior Proposal is made within
• $20 billion — committed to Parent to provide it with $20 billion of debt financing to fund in part, the

Filing Documents

• ef20056167_8k.htm (8-K) — 68KB
• ef20056167_ex2-1.htm (EX-2.1) — 619KB
• ef20056167_ex10-1.htm (EX-10.1) — 104KB
• ef20056167_ex10-2.htm (EX-10.2) — 64KB
• ef20056167_ex99-1.htm (EX-99.1) — 29KB
• 0001140361-25-036415.txt ( ) — 1226KB
• ea-20250928.xsd (EX-101.SCH) — 4KB
• ea-20250928_lab.xml (EX-101.LAB) — 21KB
• ea-20250928_pre.xml (EX-101.PRE) — 16KB
• ef20056167_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On September 28, 2025, Electronic Arts Inc. (" Electronic Arts " or the " Company ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") by and among the Company, Oak-Eagle AcquireCo, Inc., a Delaware corporation (" Parent "), and Oak-Eagle MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of Parent (" Merger Sub ") pursuant to which the Company is to be acquired by an investor consortium comprised of The Public Investment Fund (" PIF "), private investment funds affiliated with Silver Lake Group, L.L.C. (" Silver Lake ") and private investment funds affiliated with Affinity Partners (" Affinity ," and, together with PIF and Silver Lake, the " Consortium "). Merger On the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the " Merger "), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Merger Consideration At the effective time of the Merger (the " Effective Time "), each issued and outstanding share of common stock of the Company, par value $0.01 per share (the " Company Common Stock ") (other than (i) shares of Company Common Stock that, immediately prior to the Effective Time, are owned by the Company and not held on behalf of third parties, (ii) shares of Company Common Stock that are owned by Parent or Merger Sub, in each case immediately prior to the Effective Time and (iii) shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders who have properly demanded appraisal of such shares of Company Common Stock pursuant to Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive $210 per share in cash, without interest (the " Merger Consideration "). The Merger Agreement provides that, at the Effective Time, (i) each

01

Item 7.01 Regulation FD Disclosure. On September 29, 2025, the Company issued a press release announcing its entry into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing . Cautionary Statement Regarding Forward-Looking Statements Some statements set forth in this communication contain forward-looking statements that are subject to change. Statements including words such as "anticipate," "believe," "expect," "intend," "estimate," "plan," "predict," "seek," "goal," "will," "may," "likely," "should," "could" (and the negative of any of these terms), "future" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters may identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the benefits of and timeline for closing the transaction. These forward-looking statements are based on various assumptions, whether or not identified in this communication, are not guarantees of future performance and reflect management's current expectations. Our actual performance could differ materially from those discussed in the forward-looking statements. Some of the factors which could cause the Company's results to differ materially from its expectations include the following: the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, by and among Electronic Arts Inc., Oak-Eagle AcquireCo, Inc. and Oak-Eagle MergerCo, Inc., dated as of September 28, 2025. 10.1 Voting, Support and Rollover Agreement, by and among Electronic Arts Inc., Oak-Eagle AcquireCo, Inc. and the Public Investment Fund, dated as of September 28, 2025. 10.2 Form of Voting and Support Agreement, by and between Electronic Arts Inc. and certain stockholders of Electronic Arts Inc., dated as of September 28, 2025. 99.1 Press Release, dated September 29, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 29, 2025 ELECTRONIC ARTS, INC. By: /s/ Jacob J. Schatz Name: Jacob J. Schatz Title: Executive Vice President, Global Affairs and Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR