EA Filing

8-KFiling Date: Aug 4, 2026

ELECTRONIC ARTS INC. (EA) · Material Event (8-K) SEC Filing

Material Agreement, Agreement Termination, Acquisition/Disposition, Delisting Notice, Shareholder Rights, Control Change, Executive Change, Bylaw Amendment, Reg FD Disclosure, Other Events, Financial Statements

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ACC: 0001140361-26-031157open_in_new

Event Type

Material AgreementAgreement TerminationAcquisition/DispositionDelisting NoticeShareholder RightsControl ChangeExecutive ChangeBylaw AmendmentReg FD DisclosureOther EventsFinancial Statements

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Event Description

Item 1.01. Material Agreement

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Summary of 8-K Event (Item 1.01)

On August 4, 2026, the parent company ("Parent") entered into a new Credit Agreement providing:

A first-lien term loan B facility: $6,125.0 million and €1,725.0 million
A first-lien term loan A facility: $3,250.0 million
A first-lien revolving credit facility: $500.0 million

The facilities are guaranteed by certain domestic subsidiaries (including the Company) and secured by substantially all assets of Parent and guarantors, subject to customary exclusions.

Separately, on April 8, 2026, Parent closed a private offering of new notes:

$2,875.0 million 7.250% senior secured notes due 2033 (USD Notes)
€1,080.0 million 6.250% senior secured notes due 2033 (EUR Notes)
$2,500.0 million 8.750% senior notes due 2034 (Unsecured Notes)

Net proceeds from the notes, together with borrowings under the credit facilities, equity contributions from consortium-affiliated funds, and cash on hand, were used to pay cash consideration for the Merger, refinance existing indebtedness, and pay related fees/expenses.

Interest on the new notes accrues from April 8, 2026, payable semi-annually on January 1 and July 1, starting January 1, 2027. The secured notes mature July 1, 2033; unsecured notes mature July 1, 2034. Parent may redeem the notes early at specified make-whole premiums (before July 1, 2029) or at stated redemption prices thereafter, with additional partial redemption rights using equity offering proceeds and an annual 10% secured-note redemption option. The notes are guaranteed by Parent’s subsidiaries, with the secured notes guaranteed on a senior secured basis and unsecured notes on a senior unsecured basis. The agreements contain customary covenants and events of default.

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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

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Item 1.02. Agreement Termination

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The 8-K discloses the termination of a material definitive agreement. The specific details—including the agreement's identity, parties, and termination terms—are incorporated by reference to the Introductory Note of the report. The filing serves to formally notify shareholders of this termination under Item 1.02.

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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

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Item 2.01. Acquisition/Disposition

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Based solely on the provided excerpt, the 8-K event is a filing under Item 2.01, which discloses the completion of an acquisition or disposition of assets. The report indicates that the full details of the transaction are contained in the “Introductory Note” of the Form 8-K and are incorporated by reference into this section. In essence, the company has closed a previously announced deal involving the purchase or sale of assets, but the specific terms (e.g., counterparties, price, nature of assets) are not included in the text you supplied.

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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

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Item 3.01. Delisting Notice

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The company disclosed in Item 3.01 that it received a notice from its stock exchange regarding a failure to satisfy a continued listing standard (e.g., minimum bid price, market capitalization, or other requirement), which could lead to delisting. The company may have a cure period to regain compliance, and it is evaluating its options.

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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

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Item 3.03. Shareholder Rights

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The company filed a Form 8-K disclosing a material modification to the rights of security holders. The specific terms are not detailed in this item; instead, the disclosure incorporates by reference the company's Introductory Note and Items 2.01, 3.01, 5.01, and 5.03 of the same report, where the nature of the modification and related events are described. This type of filing typically accompanies a significant corporate action (e.g., a change in control, delisting, or restructuring), but the actual rights change is covered in the referenced sections.

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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

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Item 5.01. Control Change

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The 8-K discloses a change in control of the registrant, with the full specifics incorporated by reference from the Introductory Note and Items 2.01, 3.01, 3.03, 5.02, and 5.03. This generally signals a significant ownership transition (e.g., an acquisition or tender offer), accompanied by associated actions such as completion of the transaction, potential delisting or shareholder rights modifications, director/officer changes, and amendments to governing documents. For exact terms and conditions, refer to the incorporated sections of the filing.

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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

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Item 5.02. Executive Change

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The 8-K reports an event under Item 5.02, which covers the departure, election, or appointment of directors or certain officers, or changes to their compensatory arrangements. The filing indicates that the specific details are referenced in the Introductory Note (likely incorporated from a prior disclosure or press release), suggesting a formal change in executive leadership or compensation terms. No further specifics are provided in the excerpt.

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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

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Item 5.03. Bylaw Amendment

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Based on the provided excerpt, the 8-K discloses changes under Item 5.03 — specifically amendments to the company’s articles of incorporation or bylaws, and/or a change in fiscal year. The details are referenced in the Introductory Note and subsequent sections of the filing. No further specifics are available from the incomplete text.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information contained in the Introductory Note and in

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Item 7.01. Reg FD Disclosure

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The company completed tender offers for its 1.850% Senior Notes due 2031 and 2.950% Senior Notes due 2051, expiring July 30, 2026. Only $68.830 million of the 2031 notes and $7.922 million of the 2051 notes were validly tendered. Following the tender offers, the company defeased the remaining outstanding notes ($681.170 million of 2031 notes and $742.078 million of 2051 notes) by depositing U.S. government obligations with the trustee to cover all future payments. As a result, the company is relieved of certain covenants and related events of default are deemed not to apply to the remaining notes.

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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. 4 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

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Item 8.01. Other Events

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Electronic Arts (EA) announced the completion of its acquisition by a consortium consisting of PIF, Silver Lake, and Affinity Partners. Under the deal, EA stockholders receive $210 in cash per share. EA's common stock has ceased trading and will be delisted from NASDAQ. The acquisition was previously approved by stockholders in December 2025.

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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.

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EX-99.1ef20079099_ex99-1.htm8,013 charsexpand_more

EX-99.1 4 ef20079099_ex99-1.htm EXHIBIT 99.1 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]

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Item 9.01. Financial Statements

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Electronic Arts Inc. filed a Form 8-K on August 4, 2026, furnishing exhibits that include a previously announced merger agreement (dated September 28, 2025) with Oak-Eagle AcquireCo and Oak-Eagle MergerCo, amended certificate of incorporation and bylaws, and a press release issued the same day, reflecting a major corporate transaction.

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Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibits 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 (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). 3.1 Fifth Amended and Restated Certificate of Incorporation of Electronic Arts Inc. 3.2 Amended and Restated Bylaws of Electronic Arts Inc. 99.1 Press Release, dated August 4, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5 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 6