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8-K

Electronic Arts Inc. (EA)

8-K 2026-02-03 For: 2026-01-29
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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) January 29, 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) (IRS Employer Identification No.) 209 Redwood Shores Parkway, Redwood City, California 94065-1175
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(Address of Principal Executive Offices) (Zip Code) (650) 628-1500
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(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))
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:
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Title of Each Class Trading Symbol 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).
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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.

Item 2.02    Result of Operations and Financial Condition.

On February 3, 2026, Electronic Arts Inc. ("Electronic Arts" or “EA”) issued a press release announcing its financial results for the third fiscal quarter ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

Neither the information in this Form 8-K nor the information in the press release attached hereto as Exhibit 99.1 shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01    Other Events.

On January 29, 2026, the Audit Committee of EA, on behalf of EA’s full Board of Directors declared a cash dividend of $0.19 per share of EA's common stock. The dividend is payable on March 18, 2026 to stockholders of record as of the close of business on February 25, 2026.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press release dated February 3, 2026, relating to Electronic Arts Inc.’s financial results for its third fiscal quarter ended December 31, 2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

INDEX TO EXHIBITS

Exhibit No. Description
99.1 Press release datedFebruary 3, 2026, relating to Electronic Arts Inc.’s financial results for itsthirdfiscal quarter endedDecember 31, 2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

ELECTRONIC ARTS INC.
Dated: February 3, 2026 By: /s/ Stuart Canfield
Stuart Canfield
Chief Financial Officer

Document

Exhibit 99.1

earningspressrelease_q3fy2a.jpg

Record Quarterly Net Bookings Driven by Battlefield™ 6’s Landmark Launch

Continued Franchise Momentum Across EA SPORTS FC™ and Apex Legends™

REDWOOD CITY, CA. – February 3, 2026 – Electronic Arts Inc. (NASDAQ: EA) today announced preliminary financial results for its third fiscal quarter ended December 31, 2025.

Selected Operating Highlights and Metrics

•Net bookings1 for the quarter totaled $3.046 billion, up 38% year-over-year.

•Battlefield™ 6 was the best-selling shooter title of 2025, setting new franchise engagement records.

•EA SPORTS FC™ net bookings increased high single digits year-over-year in Q3, excluding the benefit of deluxe edition content timing, driven by strength in Ultimate Team™ and FC Mobile.

•Apex Legends™ momentum continued in Q3 with net bookings up double-digits year-over-year driven by innovative new features and events.

Selected Financial Highlights and Metrics

•Net revenue was $1.901 billion for the quarter.

•Net cash provided by operating activities was $1.826 billion for the quarter and $2.522 billion for the trailing twelve months.

Dividend

EA has declared a quarterly cash dividend of $0.19 per share of the Company’s common stock, payable on March 18, 2026 to stockholders of record as of the close of business on February 25, 2026.

Quarterly Financial Highlights

Three Months Ended
December 31,
(in $ millions, except per share amounts) 2025 2024
Full game 632 599
Live services and other 1,269 1,284
Total net revenue 1,901 1,883
Net income 88 293
Diluted earnings per share 0.35 1.11
Operating cash flow 1,826 1,176
Value of shares repurchased 375
Number of shares repurchased 2.4
Cash dividend paid 47 50

Trailing Twelve Months Financial Highlights

Twelve Months Ended
December 31,
(in $ millions) 2025 2024
Full game 1,976 1,898
Live services and other 5,330 5,449
Total net revenue 7,306 7,347
Net income 680 1,049
Operating cash flow 2,522 2,110
Value of shares repurchased 2,125 1,450
Number of shares repurchased 15.1 10.1

Operating Metric

The following is a calculation of our total net bookings for the periods presented:

Three Months Ended <br>December 31, Twelve Months Ended<br>December 31,
(in $ millions) 2025 2024 2025 2024
Total net revenue 1,901 1,883 7,306 7,347
Change in deferred net revenue (online-enabled games) 1,145 332 655 (125)
Total net bookings 3,046 2,215 7,961 7,222

Pending Acquisition by Investor Consortium

On September 29, 2025, EA announced that it has entered into a definitive agreement to be acquired by an investor consortium (“the Consortium”) comprised of The Public Investment Fund, private investment funds affiliated with Silver Lake Group, L.L.C. and private investment funds affiliated with Affinity Partners in an all-cash transaction that values EA at an enterprise value of approximately $55 billion. The transaction is expected to close in the first quarter of fiscal 2027 and is subject to customary closing conditions, including receipt of required regulatory approvals. For additional information, please refer to EA’s filings with the Securities and Exchange Commission.

Conference Call and Supporting Documents

Given the pending transaction, Electronic Arts will not be hosting an earnings conference call this quarter.

For further information and discussion of EA’s financial results, please refer to the financial model of EA’s historical results posted on EA’s IR Website at http://ir.ea.com and EA’s upcoming Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2025.

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 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 the Company’s results to differ materially from its expectations include the following: sales of the Company’s products and services; the Company’s ability to develop and support digital products and services, including managing online security and privacy; outages of our products, services and technological infrastructure; the Company’s ability to manage expenses; the competition in the interactive entertainment industry; governmental regulations; the effectiveness of the Company’s sales and marketing programs; timely development and release of the Company’s products and services; the Company’s ability to realize the anticipated benefits of, and integrate, acquisitions; the consumer demand for, and the availability of an adequate supply of console hardware units; the Company’s ability to predict consumer preferences and trends; the Company’s ability to develop and implement new technology; foreign currency exchange rate fluctuations; economic and geopolitical conditions; changes in our tax rates or tax laws; the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction with the Consortium that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement entered into in connection with the proposed transaction; the risk that the parties to the proposed transaction may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of the Company’s business resulting from the proposed transaction, including disruption of management time from ongoing business operations due to the proposed transaction; risks relating to certain restrictions during the pendency of the proposed transaction that may impact the ability of the Company to pursue certain business opportunities or strategic transactions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock, including if the proposed transaction is not consummated; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company 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 the Company has filed with the Securities Exchange Commission in connection with the proposed transaction; and other factors described in Part II, Item 1A of Electronic Arts’ latest Quarterly Report on Form 10-Q under the heading “Risk Factors”, as well as in other documents we have filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

These forward-looking statements are current as of February 3, 2026. Electronic Arts assumes no obligation to revise or update any forward-looking statement, except as required by law. In addition, the preliminary financial results set forth in this release are estimates based on information currently available to Electronic Arts.

While Electronic Arts believes these estimates are meaningful, they could differ from the actual amounts that Electronic Arts ultimately reports in its Form 10-Q for the fiscal quarter ended December 31, 2025. Electronic Arts assumes no obligation and does not intend to update these estimates prior to filing its Form 10-Q for the fiscal quarter ended December 31, 2025.

About Electronic Arts

Electronic Arts (NASDAQ: EA) 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 2025, 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.

For additional information, please contact:

Andrew Uerkwitz Justin Higgs
Vice President, Investor Relations Vice President, Corporate Communications
650-674-7191 925-502-9253
auerkwitz@ea.com jhiggs@ea.com

1 Net bookings is defined as the net amount of products and services sold digitally or sold-in physically in the period. Net bookings is calculated by adding total net revenue to the change in deferred net revenue for online-enabled games.

ELECTRONIC ARTS INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(in millions, except per share data)
Nine Months Ended December 31,
2024 2025 2024
Net revenue 1,883 5,411 5,568
Cost of revenue 456 1,220 1,175
Gross profit 1,427 4,191 4,393
Operating expenses:
Research and development 606 2,096 1,883
Marketing and sales 251 874 728
General and administrative 176 572 553
Amortization of intangibles 16 51 50
Restructuring 1 54
Total operating expenses 1,050 3,593 3,268
Operating income 377 598 1,125
Interest and other income (expense), net 28 3 73
Income before provision for income taxes 405 601 1,198
Provision for income taxes 112 175 331
Net income 293 426 867
Earnings per share
Basic 1.12 1.70 3.28
Diluted 1.11 1.68 3.26
Number of shares used in computation
Basic 262 250 264
Diluted 265 253 266

All values are in US Dollars.

ELECTRONIC ARTS INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(in millions)
March 31, 20251
ASSETS
Current assets:
Cash and cash equivalents 2,136
Short-term investments 112
Receivables, net 679
Other current assets 349
Total current assets 3,276
Property and equipment, net 586
Goodwill 5,376
Acquisition-related intangibles, net 293
Deferred income taxes, net 2,420
Other assets 417
TOTAL ASSETS 12,368
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, accrued, and other current liabilities 1,359
Deferred net revenue (online-enabled games) 1,700
Senior notes, current, net 400
Total current liabilities 3,459
Senior notes, net 1,484
Income tax obligations 594
Other liabilities 445
Total liabilities 5,982
Stockholders’ equity:
Common stock 3
Additional paid-in capital
Retained earnings 6,470
Accumulated other comprehensive loss (87)
Total stockholders’ equity 6,386
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 12,368

All values are in US Dollars.

1Derived from audited consolidated financial statements.

ELECTRONIC ARTS INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
(in millions)
Nine Months Ended December 31,
2024 2025 2024
OPERATING ACTIVITIES
Net income 293 426 867
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, accretion and impairment 75 240 277
Stock-based compensation 163 504 480
Change in assets and liabilities
Receivables, net 268 (151) (179)
Other assets 41 (89) 21
Accounts payable, accrued, and other liabilities 44 284 161
Deferred income taxes, net (39) (30) (89)
Deferred net revenue (online-enabled games) 331 789 (8)
Net cash provided by operating activities 1,176 1,973 1,530
INVESTING ACTIVITIES
Capital expenditures (50) (169) (167)
Proceeds from maturities and sales of short-term investments 127 87 366
Purchase of short-term and other investments (139) (115) (376)
Acquisitions, net of cash acquired (17)
Net cash used in investing activities (62) (214) (177)
FINANCING ACTIVITIES
Proceeds from issuance of common stock 1 45 43
Cash dividends paid (50) (143) (151)
Cash paid to taxing authorities for shares withheld from employees (72) (266) (211)
Common stock repurchases and excise taxes paid (383) (769) (1,133)
Net cash used in financing activities (504) (1,133) (1,452)
Effect of foreign exchange on cash and cash equivalents (31) 22 (25)
Change in cash and cash equivalents 579 648 (124)
Beginning cash and cash equivalents 2,197 2,136 2,900
Ending cash and cash equivalents 2,776 2,784 2,776

All values are in US Dollars.

ELECTRONIC ARTS INC. AND SUBSIDIARIES
Unaudited Supplemental Financial Information and Business Metrics
(in millions, except per share data)
Q4 Q1 Q2 Q3 YOY %
FY25 FY26 FY26 FY26 Change
Net revenue
Net revenue 1,895 1,671 1,839 1,901 1 %
GAAP-based financial data
Change in deferred net revenue (online-enabled games)2 (96) (373) (21) 1,145
Gross profit
Gross profit 1,527 1,392 1,396 1,403 (2 %)
Gross profit (as a % of net revenue) % 81 % 83 % 76 % 74 %
GAAP-based financial data
Acquisition-related expenses 10 10 9 9
Change in deferred net revenue (online-enabled games)2 (96) (373) (21) 1,145
Stock-based compensation 3 3 3 3
Operating income
Operating income 395 271 200 127 (66 %)
Operating income (as a % of net revenue) % 21 % 16 % 11 % 7 %
GAAP-based financial data
Acquisition-related expenses* 27 27 26 53
Change in deferred net revenue (online-enabled games)2 (96) (373) (21) 1,145
Restructuring and related charges 4
Stock-based compensation 162 152 174 178
Net income
Net income 254 201 137 88 (70 %)
Net income (as a % of net revenue) % 13 % 12 % 7 % 5 %
GAAP-based financial data
Acquisition-related expenses* 27 27 26 53
Change in deferred net revenue (online-enabled games)2 (96) (373) (21) 1,145
Restructuring and related charges 4
Stock-based compensation 162 152 174 178
Tax rate used for management reporting % 19 % 19 % 19 % 19 %
Diluted earnings per share 0.98 0.79 0.54 0.35 (68 %)
Number of shares used in computation
Basic 257 251 250 250
Diluted 259 254 252 253

All values are in US Dollars.

2The change in deferred net revenue (online-enabled games) in the unaudited condensed consolidated statements of cash flows does not necessarily equal the change in deferred net revenue (online-enabled games) in the unaudited condensed consolidated statements of operations primarily due to the impact of gains/losses on cash flow hedges.

*Includes (i) amortization and impairment of intangibles, and (ii) fees and other direct expenses related to our proposed transaction with the Consortium announced on September 29, 2025.

ELECTRONIC ARTS INC. AND SUBSIDIARIES
Unaudited Supplemental Financial Information and Business Metrics
(in millions)
Q4 Q1 Q2 Q3 YOY %
FY25 FY26 FY26 FY26 Change
QUARTERLY NET REVENUE PRESENTATIONS
Net revenue by composition
Full game downloads 367 233 401 546 22 %
Packaged goods 70 56 217 86 (44 %)
Full game 437 289 618 632 6 %
Live services and other 1,458 1,382 1,221 1,269 (1 %)
Total net revenue 1,895 1,671 1,839 1,901 1 %
Full game % 23 % 17 % 34 % 33 %
Live services and other % 77 % 83 % 66 % 67 %
Total net revenue % % 100 % 100 % 100 % 100 %
GAAP-based financial data
Full game downloads (27) (46) 37 451
Packaged goods (26) (29) 45 59
Full game (53) (75) 82 510
Live services and other (43) (298) (103) 635
Total change in deferred net revenue (online-enabled games) by composition2 (96) (373) (21) 1,145
Net revenue by platform
Console 1,182 1,007 1,212 1,182 (3 %)
PC & Other 426 374 352 465 19 %
Mobile 287 290 275 254 (8 %)
Total net revenue 1,895 1,671 1,839 1,901 1 %
GAAP-based financial data
Console (86) (317) 1 747
PC & Other (11) (54) (6) 343
Mobile 1 (2) (16) 55
Total change in deferred net revenue (online-enabled games) by platform2 (96) (373) (21) 1,145

All values are in US Dollars.

2The change in deferred net revenue (online-enabled games) in the unaudited condensed consolidated statements of cash flows does not necessarily equal the change in deferred net revenue (online-enabled games) in the unaudited condensed consolidated statements of operations primarily due to the impact of gains/losses on cash flow hedges.

ELECTRONIC ARTS INC. AND SUBSIDIARIES
Unaudited Supplemental Financial Information and Business Metrics
(in millions)
Q4 Q1 Q2 Q3 YOY %
FY25 FY26 FY26 FY26 Change
CASH FLOW DATA
Investing cash flow 214 (89) (68) (57)
Investing cash flow - TTM 37 17 (5) 100 %
Financing cash flow (1,411) (568) (429) (136)
Financing cash flow - TTM (2,863) (2,885) (2,912) (2,544) (40 %)
Operating cash flow 549 17 130 1,826
Operating cash flow - TTM 2,079 1,976 1,872 2,522 20 %
Capital expenditures 54 72 43 54
Capital expenditures - TTM 221 226 219 223 2 %
Free cash flow3 495 (55) 87 1,772
Free cash flow3 - TTM 1,858 1,750 1,653 2,299 22 %
Common stock repurchases and excise taxes paid 1,375 375 394 (100 %)
Cash dividends paid 48 48 48 47 (6 %)
DEPRECIATION
Depreciation expense 51 52 53 53 4 %
BALANCE SHEET DATA
Cash and cash equivalents 2,136 1,518 1,148 2,784
Short-term investments 112 112 112 115
Cash and cash equivalents, and short-term investments 2,248 1,630 1,260 2,899 (8 %)
Receivables, net 679 533 1,077 829 12 %
STOCK-BASED COMPENSATION
Cost of revenue 3 3 3 3
Research and development 115 110 123 127
Marketing and sales 14 12 15 16
General and administrative 30 27 33 32
Total stock-based compensation 162 152 174 178
RESTRUCTURING AND RELATED CHARGES
Restructuring 3
Office space reductions 1
Total restructuring and related charges 4

All values are in US Dollars.

3Free cash flow is defined as Operating cash flow less Capital expenditures.

ELECTRONIC ARTS INC. AND SUBSIDIARIES
Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures
(in millions)
The following table provides a reconciliation of non-GAAP operating income and margin to their most directly comparable GAAP financial measure for the three months ended December 31, 2025 plus a comparison to the actuals for the three months ended December 31, 2024.
2024 YOY % Change
Net revenue 1,883 1%
GAAP operating income 377 (66%)
Acquisition-related expenses* 26
Stock-based compensation 163
Non-GAAP operating income 566 (37%)
GAAP operating margin 20.0%
Non-GAAP operating margin 30.1%
Impact from change in deferred net revenue (online-enabled games) 1,040 bps

All values are in US Dollars.

*Includes (i) amortization and impairment of intangibles, and (ii) fees and other direct expenses related to our proposed transaction with the

Consortium announced on September 29, 2025.

Non-GAAP Financial Measures

As a supplement to the Company’s financial measures presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company presents certain non-GAAP measures of financial performance, including non-GAAP operating margin and free cash flow. These non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. In addition, these non-GAAP measures have limitations in that they do not reflect all of the items associated with the Company’s results of operations as determined in accordance with GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting and differ from GAAP measures with the same names and may differ from non-GAAP financial measures with the same or similar names that are used by other companies.

The non-GAAP financial measures exclude acquisition-related expenses, stock-based compensation, restructuring and related charges, and capital expenditures, as applicable in any given reporting period and our outlook. The Company may consider whether other significant items that arise in the future should be excluded from our non-GAAP financial measures. Management believes that these non-GAAP financial measures provide investors with additional useful information to better understand and evaluate the Company’s operating results and future prospects because they exclude certain items that may not be indicative of the Company’s core business, operating results, or future outlook. These non-GAAP financial measures, with further adjustments are used by management to understand ongoing financial and business performance.

The Company uses a tax rate of 19% internally to evaluate its operating performance and to forecast, plan, and analyze future periods. Accordingly, the Company applies the same tax rate to its management reporting financial results.

Investors are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measure.