ELECTRONIC ARTS INC.

false 03-31 0000712515 NASDAQ Global Select Market 0000712515 2026-08-04 2026-08-04 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): ☐ 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: 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 Indentur