UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):  August 4, 2026
 
ELECTRONIC ARTS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
0-17948
94-2838567
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

209 Redwood Shores Parkway,
Redwood City, California
  
94065-1175
(Address of Principal Executive Offices)
  
(Zip Code)
 
(650) 628-1500
(Registrant’s Telephone Number, Including Area Code)
 
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

 ☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 

 ☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
  
Trading Symbol(s)
  
Name of Each Exchange on Which Registered
Common Stock, $0.01 par value
  
EA
  
NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
 ☐
 
Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion of the previously announced Merger (as defined below) pursuant to the Agreement and Plan of Merger, dated as of September 28, 2025 (the “Merger Agreement”), by and among Electronic Arts Inc., a Delaware corporation (“Electronic Arts” or 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”).
 
On August 4, 2026 (the “Closing Date”), pursuant to the Merger Agreement and upon the terms and subject to the conditions set forth therein, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). Parent and Merger Sub are entities formed 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”).

Item 1.01
Entry into a Material Definitive Agreement.
 
New Credit Agreement
 
On August 4, 2026, Parent, as the borrower, entered into that certain Credit Agreement with JPMorgan Chase Bank N.A. and J.P. Morgan SE, each as administrative agent, JPMorgan Chase Bank N.A., as collateral agent and a letter of credit issuer, and the financial institutions from time to time party thereto as lenders (the “Credit Agreement”), which provides for (i) a first lien term loan B facility funded on August 4, 2026, consisting of a $6,125.0 million tranche and a €1,725.0 million tranche, (ii) a $3,250.0 million first lien term loan A facility funded on August 4, 2026, and (iii) a first lien revolving credit facility with revolving credit commitments of $500.0 million (collectively, the “Credit Facilities”). The obligations under the Credit Agreement are guaranteed by certain material domestic restricted subsidiaries of Parent, including the Company (subject to certain exclusions and exceptions), and are secured by substantially all assets of Parent and the guarantors, including the Company (subject to certain exclusions and exceptions). The Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of this type.
 
New Notes
 
On April 8, 2026, Parent closed its private offering (the “New Notes Offering”) of (i) $2,875.0 million aggregate principal amount of 7.250% senior secured notes due 2033 (the “USD Notes”), (ii) €1,080.0 million aggregate principal amount of 6.250% senior secured notes due 2033 (the “EUR Notes” and, together with the USD Notes, the “Secured Notes”) and (iii) $2,500.0 million aggregate principal amount of 8.750% senior notes due 2034 (the “Unsecured Notes” and, together with the Secured Notes, the “New Notes”). Net proceeds from the New Notes Offering, together with borrowings under the Credit Facilities, the equity contributions from funds affiliated with the Consortium and cash on hand, were used (i) to pay the cash consideration for the Merger, (ii) to finance the repayment, prepayment, repurchase, defeasance, redemption or refinancing of the Company’s existing outstanding indebtedness and (iii) to pay any related premiums, fees and expenses.
 
The Secured Notes were issued pursuant to the Indenture, dated as of April 8, 2026 (the “Secured Notes Base Indenture”), by and among Parent, as issuer, U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Secured Notes Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”), U.S. Bank Europe DAC, as registrar and as transfer agent for the EUR Notes, and U.S. Bank Europe DAC, UK Branch, as paying agent for the EUR Notes. The Unsecured Notes were issued pursuant to the Indenture, dated as of April 8, 2026 (the “Unsecured Notes Base Indenture”), by and between the Parent and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Unsecured Notes Trustee”).
 
In connection with the consummation of the Merger, on the Closing Date, (i) Parent, the guarantors named therein, including the Company (collectively, the “Guarantors”), the Secured Notes Trustee and the Notes Collateral Agent entered into the First Supplemental Indenture to the Secured Notes Base Indenture (together with the Secured Notes Base Indenture, the “Secured Notes Indenture”), pursuant to which the Guarantors guaranteed the Secured Notes on a senior secured basis, and (ii) Parent, the Guarantors and the Unsecured Notes Trustee entered into the First Supplemental Indenture to the Unsecured Notes Base Indenture (together with the Unsecured Notes Base Indenture, the “Unsecured Notes Indenture” and the Unsecured Notes Indenture, together with the Secured Notes Indenture, the “Indentures”), pursuant to which the Guarantors guaranteed the Unsecured Notes on a senior unsecured basis.
 
1
Interest on the New Notes accrues from April 8, 2026 and is payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027. The Secured Notes and the Unsecured Notes will mature on July 1, 2033 and July 1, 2034, respectively, unless earlier redeemed or repurchased.
 
At any time prior to July 1, 2029, Parent may redeem the New Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus the applicable “make-whole premium” set forth in the applicable Indenture. At any time on or after July 1, 2029, Parent may redeem the New Notes, in whole or in part, at the redemption prices set forth in the applicable Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
 
At any time prior to July 1, 2029, Parent may also redeem up to 40% of each series of New Notes with the net cash proceeds from certain equity offerings at a redemption price equal to, with respect to the USD Notes, 107.250% of the principal amount thereof, with respect to the EUR Notes, 106.250% of the principal amount thereof, and with respect to the Unsecured Notes, 108.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to July 1, 2029, Parent may redeem up to 10% of the aggregate principal amount of each series of Secured Notes during each calendar year at a purchase price equal to 103% of the aggregate principal amount of such Secured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (with any such amount not utilized in 2026 and 2027 permitted to be carried forward to 2027 and 2028, respectively (but not any subsequent period)).
 
The Indentures and the New Notes also include restrictive covenants, events of default and other customary provisions.
 
Some or all of the parties to the agreements set forth in this Item 1.01, or their affiliates, have in the past provided investment banking, commercial banking services or other financial advisory services to the Company and its affiliates for which they received customary fees and expenses, and they may provide similar services in the future.
 
Item 1.02
Termination of Material Definitive Agreements.
 
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 1.02.
 
Concurrently with the closing of the Merger, the Company terminated all revolving credit commitments outstanding under the Credit Agreement, dated as of March 22, 2023 (as amended, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”), by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. Immediately prior to termination, the facility under the Existing Credit Agreement was undrawn.
Some or all of the parties to the agreements set forth in this Item 1.02, or their affiliates, have in the past provided investment banking, commercial banking services or other financial advisory services to the Company and its affiliates for which they received customary fees and expenses, and they may provide similar services in the future.
 
Item 2.01
Completion of Acquisition or Disposition of Assets.
 
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

2
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger:


 •
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, were owned by the Company and not held on behalf of third parties, (ii) shares of Company Common Stock that were owned by Parent or Merger Sub, in each case immediately prior to the Effective Time and (iii) shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time and held by stockholders who properly demanded appraisal of such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware) was converted into the right to receive $210 per share in cash, without interest (the “Merger Consideration”);


•
each outstanding vested stock option was converted into the right to receive, for each share of Company Common Stock subject to such option, the excess, if any, of the Merger Consideration over the per share exercise price;


•
each outstanding compensatory restricted stock unit (“RSU”) that was vested or held by a non-employee director of the Company was converted into the right to receive, for each share of Company Common Stock subject to such RSU, the Merger Consideration; and


•
each outstanding unvested RSU was converted into a corresponding restricted cash award based on the Merger Consideration, subject to the same terms and conditions as applied to such awards immediately prior to the Effective Time, other than performance conditions, with any performance goals with an incomplete performance period or for which performance had not been certified as of immediately prior to the Effective Time deemed earned at the greater of target and the actual performance measured through the latest practicable date prior to the Effective Time.
 
The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2025, the terms of which are incorporated by reference herein.

Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On August 4, 2026, in connection with the consummation of the Merger, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had been completed and requested that Nasdaq suspend trading of Company Common Stock on Nasdaq prior to the opening of trading on August 5, 2026. The Company also requested that Nasdaq file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Company Common Stock from Nasdaq and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the shares of Company Common Stock will no longer be listed on Nasdaq. Trading of the Company Common Stock on Nasdaq was halted after the close of trading on the Closing Date.

In addition, after effectiveness of the Form 25, the Company intends to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of registration of all shares of Company Common Stock under Section 12(g) of the Exchange Act, and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to all shares of Company Common Stock.

Item 3.03
Material Modification to Rights of Security Holders.
 
The information set forth in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
 
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As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was automatically cancelled and exchanged, at the Effective Time, into the right to receive the Merger Consideration.
 
Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as shareholders of the Company, other than the right to receive the Merger Consideration.
 
Item 5.01
Changes in Control of Registrant.
 
The information set forth in the Introductory Note and in Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
 
As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The total consideration payable in connection with the Merger and pursuant to the Merger Agreement is approximately $55 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity financing and debt financing.
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
 
Pursuant to the Merger Agreement, at the Effective Time, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and from any and all committees and subcommittees of the Board on which they served: Kofi Bruce, Rachel A. Gonzalez, Jeffrey T. Huber, Talbott Roche, Richard A. Simonson, Luis Ubiñas and Heidi Ueberroth.

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
The information contained in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
 
In connection with the completion of the Merger, on August 4, 2026, the Company filed with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger. Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form set forth as Exhibit A to the Merger Agreement, and, as so amended and restated, became the certificate of incorporation of the Surviving Corporation (the “Charter”). A copy of the Charter is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
 
Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Surviving Corporation, except that references to Merger Sub’s name were replaced with references to the Company’s name (the “Bylaws”). A copy of the Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
 
Item 7.01
Regulation FD Disclosure.
 
Existing Notes
 
On February 10, 2026, Parent announced that it had commenced offers to purchase for cash (collectively, the “Tender Offers”) any and all of the Company’s outstanding (i) 1.850% Senior Notes due 2031 (the “2031 Notes”) and (ii) 2.950% Senior Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Existing Notes”) and related solicitations of consents. The Tender Offers expired at 5:00 PM, New York City time, on July 30, 2026 (the “Expiration Time”). $68.830 million aggregate principal amount of the 2031 Notes and $7.922 million aggregate principal amount of the 2051 Notes were validly tendered and not validly withdrawn as of the Expiration Time. Therefore $681.170 million aggregate principal amount of the 2031 Notes remain outstanding and $742.078 million aggregate principal amount of the 2051 Notes remain outstanding on the Closing Date.
 
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Following the consummation of the Tender Offers, with respect to the outstanding Existing Notes not tendered and purchased pursuant to the Tender Offers, Parent caused the Company to defease certain obligations under that certain Indenture, dated as of February 24, 2016, as supplemented by that certain Second Supplemental Indenture, dated as of February 11, 2021 (as supplemented, the “Existing Notes Indenture”), each by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Existing Notes Trustee”), governing the Existing Notes. To effect the defeasance, the Company irrevocably deposited U.S. Government Obligations (as defined in the Existing Notes Indenture) with the Existing Notes Trustee in a defeasance trust fund for the benefit of the holders of such outstanding Existing Notes in amounts sufficient to pay principal of, premium, if any, and interest on such Existing Notes when due. As a result of the defeasance, the Company may omit to comply with certain terms, provisions and conditions set forth in certain covenants with respect to the Existing Notes, and related events of default shall be deemed not to be events of default with respect to the Existing Notes.
 
The information contained in this Item 7.01 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.
 
Item 8.01
Other Events.

On August 4, 2026, the Company issued a press release announcing completion of the Merger. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
No.
  
Description of Exhibits
 
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 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2025).
     
 
Fifth Amended and Restated Certificate of Incorporation of Electronic Arts Inc.
     
 
Amended and Restated Bylaws of Electronic Arts Inc.
     
 
Press Release, dated August 4, 2026.
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES
 
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.
 
 
ELECTRONIC ARTS INC.
     
Date:  August 4, 2026
By:
/s/ Jacob J. Schatz
 
Name:
Jacob J. Schatz
 
Title:
Executive Vice President, Global Affairs and Chief Legal Officer


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Exhibit 3.1

FIFTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION
 
OF
 
ELECTRONIC ARTS INC.
 
FIRST:  The name of the corporation is Electronic Arts Inc. (the “Corporation”).
 
SECOND:  The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle 19801.  The name of its registered agent at such address is The Corporation Trust Company.
 
THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (the “DGCL”).
 
FOURTH:  The total number of shares of stock which the Corporation shall have authority to issue is 1,000, and the par value of each such share is $0.01, amounting in the aggregate to $10.00.
 
FIFTH:  The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation.
 
SIXTH:  Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.
 
SEVENTH:  The Corporation expressly elects not to be governed by Section 203 of the DGCL.
 
EIGHTH: (1) A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for directors, under Section 174 of the Delaware General Corporation Law, (iv) for any transactions from which the director or officer derived an improper personal benefit or (v) for officers, in any action by or in right of the Corporation.
 
(2) If the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
 
(3) Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this ARTICLE EIGHTH, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such amendment, repeal or adoption of an inconsistent provision.
 
NINTH:  The Corporation reserves the right to amend this Certificate of Incorporation in any manner permitted by the DGCL and all rights and powers conferred herein on stockholders, directors and officers, if any, are subject to this reserved power.
 
*   *   *   *   *
 

Exhibit 3.2
 
ELECTRONIC ARTS INC.
AMENDED AND RESTATED
BY-LAWS
 
ARTICLE I

 MEETINGS OF STOCKHOLDERS
 
Section 1.         Place of Meeting. Meetings of the stockholders of Electronic Arts Inc. (the “Corporation”) shall be held at such place, either within or without the State of Delaware, and at such time as the Board of Directors (as defined below) may determine.

Section 2.       Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of the stockholders of the Corporation may be called only by the President of the Corporation or by the Board of Directors pursuant to a resolution approved by the Board of Directors.

Section 3.         Notice. Except as otherwise provided by applicable law, at least 10 and not more than 60 days before each meeting of the stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder.
 
Section 4.       Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by applicable law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5.       Voting. Except as otherwise provided by applicable law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock.
 
Section 6.       Action by Written Consent. Unless otherwise provided in the Corporation’s certificate of incorporation, any action required to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken and bearing the dates of signatures of the stockholders who signed the consent, shall be signed by the holders of outstanding shares of stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book(s) in which proceedings of meetings of the stockholders are recorded.
 
ARTICLE II

DIRECTORS

Section 1.         Number, Election and Removal of Directors. The Board of Directors of the Corporation shall consist of such number of directors (“Directors”) as shall from time to time be fixed exclusively by resolution of the Board of Directors. Except as provided in the following sentence, the Directors shall be elected by stockholders at their annual meeting. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders. A Director may be removed with or without cause by the stockholders.

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Section 2.         Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the Chairman of the Board or the President of the Corporation.

Section 3.        Notice. Notice need not be given of regular meetings of the Board of Directors. At least one business day before each special meeting of the Board of Directors, written or oral (either in person or by telephone), notice of the time, date and place of the meeting and the purpose or purposes for which the meeting is called, shall be given to each Director; provided, that notice of any meeting need not be given to any Director who shall be present at such meeting (in person or by telephone) or who shall waive notice thereof in writing either before or after such meeting.

Section 4.       Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by applicable law, the Certificate of Incorporation of the Corporation, these By-Laws or any contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

3
Section 5.       Committees. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including, without limitation, an “Executive Committee,” to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting of such committee and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another Director to act as the absent or disqualified member.

Section 6.       Action by Written Consent. Unless otherwise restricted by the Corporation’s certificate of incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing(s) are filed with the minutes of proceedings of the Board of Directors or committee.

ARTICLE III

OFFICERS

The officers of the Corporation shall consist of the President, the Vice President, the Secretary, and such other additional officers with such titles as the Board of Directors shall determine, all of which shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, at any time, with or without cause.

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ARTICLE IV

INDEMNIFICATION

To the fullest extent permitted by the Delaware General Corporation Law, the corporation shall indemnify any current or former Director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which he or she was or is a party by reason of his or her current or former position with the Corporation or by reason of the fact that he or she is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
 
ARTICLE V

GENERAL PROVISIONS

Section 1.          Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

Section 2.        Corporate Books. The books of the Corporation may be kept at such place within or outside the State of Delaware as the Board of Directors may from time to time determine.

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Section 3.        Stock Certificates. The interest of each Stockholder may be evidenced by physical certificates for shares of stock in such form as may be prescribed from time to time by the Corporation or be uncertificated as provided in the DGCL. Any such physical certificates shall be signed by, or in the name of the Corporation by, at least two of the following officers of the Corporation: the President, the Vice President, or the Secretary. Any or all signatures on the certificate may be a facsimile signature (including through an electronic signature method). For the avoidance of doubt, any electronic form of a stock certificate shall not be deemed a physical stock certificate. Although any officer, transfer agent, or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent, or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent, or registrar were still such at the date of its issue. In lieu of issuing certificates for shares of stock, the Board of Directors may either issue receipts therefor or may keep accounts upon the books of the Corporation for the record holders of such shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof.

* * * * *


6
Exhibit 99.1

EA Announces Completion of Acquisition by PIF, Silver Lake, and Affinity Partners

EA Positioned to Accelerate Creativity and Innovation to Shape the Future of Entertainment

Consortium Brings Long-Term Capital, Sector Expertise and Strategic Support to Advance EA’s Next Chapter

REDWOOD CITY, Calif.--(BUSINESS WIRE)--Electronic Arts Inc. (“EA” or “Electronic Arts”), a global leader in interactive entertainment, today announced that its acquisition by PIF, Silver Lake, and Affinity Partners (collectively, the “Consortium”) has successfully closed. The Consortium’s agreement to acquire EA was previously announced on September 29, 2025, and was approved by EA stockholders at a special meeting of stockholders held on December 22, 2025.

“EA is entering this next chapter from a position of strength—with extraordinary talent, incredible franchises, global communities, and a bold vision for the future,” said Andrew Wilson, Chairman & CEO of Electronic Arts. “Together with PIF, Silver Lake, and Affinity Partners, we will accelerate our ability to innovate at the intersection of creativity, technology, and community, creating new ways for people around the world to play, create, watch, and connect through the power of interactive entertainment.”

“Having been a minority investor in the company for more than five years, we have a deep understanding of EA’s unique platform, massive global sports and gaming franchises, and iconic IP,” said Turqi Alnowaiser, Deputy Governor and Head of International Investments at PIF. “Entertainment and sports are key areas of strategic focus for PIF, and are among the fastest growing and evolving sectors around the world. Together, the Consortium is uniquely positioned to be a long-term partner to EA’s management team in driving sustained growth and innovation for EA and the industry.”

“EA’s franchises are some of the most beloved in entertainment, combining exceptional creative talent with a relentless focus on players,” said Egon Durban, CEO and Managing Partner of Silver Lake. “As long-time investors in technology, we admire how EA’s innovation fuels imagination and human connection. We’re proud to join with PIF and Affinity Partners to invest heavily in EA’s growth, including what AI can do to enhance game development and player experience, and excited to partner with Andrew and the EA team as they raise the bar for fans everywhere.”

“EA has created ​stories, characters, ​and communities that have become part ​of everyday ​life for ​hundreds of millions of ​people,” said ​Jared Kushner, Chief Executive Officer of Affinity Partners. “We’re excited ​to support the company as ​it ​continues ​to ​reach new audiences, inspire the next ​generation ​of creators, ​and expand ​the ways people ​around the ​world connect through play.”

With the transaction complete, EA stockholders will receive $210 in cash for each share of EA common stock they owned as of the closing. EA’s common stock has ceased trading and will be delisted from NASDAQ. 

Advisors

Goldman Sachs & Co. LLC served as EA’s financial advisor and Wachtell, Lipton, Rosen & Katz served as EA’s legal advisor.

Kirkland & Ellis LLP served as legal counsel to the Consortium. Kirkland & Ellis LLP served as lead legal counsel to PIF, with Gibson, Dunn & Crutcher LLP and White & Case LLP providing specialized counsel. Latham & Watkins LLP and Simpson Thacher & Bartlett LLP served as Silver Lake’s legal counsel. Sidley Austin LLP served as Affinity Partners’ legal counsel.

J.P. Morgan Securities LLC served as the Consortium’s financial advisor.

About Electronic Arts

Electronic Arts is a global leader in digital interactive entertainment. The company develops and delivers games, content and online services for Internet-connected consoles, mobile devices and personal computers.

In fiscal year 2026, EA posted GAAP net revenue of approximately $7.5 billion. Headquartered in Redwood City, California, EA is recognized for a portfolio of critically acclaimed, high-quality brands such as EA SPORTS FC™, Battlefield™, Apex Legends™, The Sims™, EA SPORTS™ Madden NFL, EA SPORTS™ College Football, Need for Speed™, Dragon Age™, Titanfall™, Plants vs. Zombies™ and EA SPORTS F1®. More information about EA is available at www.ea.com/news.

EA, EA SPORTS, EA SPORTS FC, Battlefield, Need for Speed, Apex Legends, The Sims, Dragon Age, Titanfall, and Plants vs. Zombies are trademarks of Electronic Arts Inc. John Madden, NFL, and F1 are the property of their respective owners and used with permission.

About PIF

PIF is one of the world’s most impactful investors, enabling the creation of key sectors and opportunities that help shape the global economy, deliver returns and drive the economic transformation of Saudi Arabia. The gaming and esports industry is one of its priority sectors, contributing to the diversification of the local economy, while at the same time driving investment returns.

About Silver Lake

Silver Lake is a global technology investment firm, with approximately $114 billion in combined assets under management and committed capital and a team of professionals based in North America, Europe and Asia. Silver Lake’s portfolio companies collectively generate more than $307 billion of revenue annually and employ approximately 433,000 people globally.

About Affinity Partners

Affinity Partners is a Miami-based investment firm founded in 2021 by Jared Kushner. With over $6B under management and a team of 30+ professionals, Affinity focuses on growth equity and technology investments at scale, with a flexible mandate across industries and geographies.

Cautionary Statement Regarding Forward-Looking Statements

Some statements set forth in this release 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 also identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the benefits of 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 results could differ materially from those discussed in the forward-looking statements. Some of the factors which could cause EA’s results to differ materially from its expectations include the following: risks related to disruption of management time from ongoing business operations due to the transaction; the risk of any unexpected costs or expenses resulting from the transaction; the risk of any litigation relating to the transaction; the risk that the transaction could have an adverse effect on the ability of EA to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally; the risks and uncertainties that are described in the proxy statement that EA has filed with the Securities and Exchange Commission (the “SEC”) in connection with the transaction; and other factors described in EA’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, as well as in other documents EA has filed with the SEC.
 
These filings are available on the investor relations section of EA’s website at https://ir.ea.com or on the SEC’s website at https://www.sec.gov. The forward-looking statements made in this communication are current only as of the date hereof. EA assumes no obligation to revise or update any forward-looking statement, except as required by law.

Contacts

For EA
Justin Higgs
Vice President, Corporate Communications
925-502-9253
[email protected]

John Christiansen/Hannah Dunning
[email protected]

For the Consortium
Kate Gorgi/Monique Sidhom
[email protected]