285512AA7 Filings — Electronic Arts Inc. - FilingSpy
285512AA7
Electronic Arts Inc.
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A digital entertainment maker behind blockbuster games like EA SPORTS FC, Madden NFL, The Sims, Apex Legends, and Battlefield, played by millions on consoles, PCs, and mobile devices. Founded in 1982 by Trip Hawkins, who wanted to treat game developers as artists rather than anonymous coders, the company first planned to call itself "SoftArt" before settling on Electronic Arts — a nod to treating software as an art form.
Electronic Arts completes $55B take-private merger with consortium led by PIF and Silver Lake
On August 4, 2026, Electronic Arts Inc. completed its merger with a subsidiary of Oak-Eagle AcquireCo, becoming a wholly owned subsidiary of the parent.
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The consortium behind the acquisition includes The Public Investment Fund (PIF), Silver Lake, and Affinity Partners.
Shareholders received $210 per share in cash, with total consideration of approximately $55 billion.
The company's common stock will be delisted from Nasdaq, with trading halted after the close on August 4, 2026.
The merger was financed through new credit facilities, senior notes, and equity contributions from the consortium.
1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.01 Completion of Acquisition or Disposition of Assets · 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · 3.03 Material Modification to Rights of Security Holders · 5.01 Changes in Control of Registrant · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits
EA's HSR waiting period for PIF/Silver Lake/Affinity merger expired February 9, 2026
Electronic Arts Inc. disclosed that the Hart-Scott-Rodino Act waiting period for its pending merger expired at 11:59 p.m. Eastern Time on February 9, 2026.
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The merger agreement was entered into on September 28, 2025 with Oak-Eagle AcquireCo, Inc. and Oak-Eagle MergerCo, Inc., entities formed by a consortium including PIF, Silver Lake, and Affinity.
The expiration satisfies certain closing conditions, but the merger still requires other regulatory clearances and remains subject to other closing conditions.
The merger is expected to close during the first quarter of fiscal year ending March 31, 2027, corresponding to April 1, 2026 to June 30, 2026.
The report was filed under Item 8.01 Other Events to update the status of the merger's regulatory approval process.
Electronic Arts redeems all $400M of its 4.800% Notes due 2026
The redemption price was 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date.
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On January 6, 2026, Electronic Arts Inc. redeemed all $400,000,000 outstanding aggregate principal amount of its 4.800% Notes due 2026.
The redemption was funded with cash on hand.
The Notes were issued under an Indenture dated February 24, 2016, with U.S. Bank Trust Company, National Association as trustee.
The redemption is reported under Items 1.02, 2.04, and 8.01 of Form 8-K.
1.02 Termination of a Material Definitive Agreement · 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events
Electronic Arts stockholders approve merger with investor consortium at special meeting
On December 22, 2025, Electronic Arts held a special meeting of stockholders to vote on the proposed acquisition by a consortium including The Public Investment Fund, Silver Lake, and Affinity Partners.
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The Merger Agreement Proposal was approved with 201,459,396 votes for, 1,915,837 against, and 90,331 abstentions.
The advisory compensation proposal for named executive officers in connection with the merger was approved with 178,302,365 votes for, 24,908,638 against, and 254,561 abstentions.
No adjournment proposal was made because sufficient votes were cast to approve the merger agreement.
As of the record date, 250,106,129 shares of common stock were entitled to vote at the special meeting.
5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits
Electronic Arts supplements proxy statement amid merger-related lawsuits
Electronic Arts entered into a merger agreement on September 28, 2025, with Oak-Eagle AcquireCo and Oak-Eagle MergerCo, owned by PIF, Silver Lake, and Affinity.
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Three stockholder lawsuits were filed in December 2025 alleging omissions in the definitive proxy statement, and demand letters were received starting November 17, 2025.
The company is supplementing the proxy statement with additional financial forecasts, including cash taxes, depreciation, and net working capital changes for fiscal years 2026-2031.
Goldman Sachs' discounted cash flow analysis used discount rates of 7.5% to 9.5% and perpetuity growth rates of 2% to 3%, resulting in implied present values per share of $157 to $236.
The company denies the allegations and states the supplemental disclosures are not admissions of liability or materiality.