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- Delisting (new) — EA requested delisting from NASDAQ following merger completion, ending its status as a publicly traded company.
Electronic Arts acquired by PIF-led consortium for $55B; stockholders receive $210/share cash
Filed August 4, 2026 · Period ending August 4, 2026 · ~2 min read
Key Changes
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EA completed its acquisition by a consortium of PIF, Silver Lake, and Affinity Partners. All outstanding common stock was cancelled and converted to $210 per share in cash. EA's stock ceased trading and will be delisted from NASDAQ.
Item 2.01 verify on EDGAR → -
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EA's parent entered into $6.125B USD and €1.725B EUR term loan B facilities, a $3.25B term loan A, and a $500M revolver. The parent also issued $2.875B of 7.250% senior secured notes due 2033, €1.08B of 6.250% senior secured notes due 2033, and $2.5B of 8.750% senior unsecured notes due 2034.
Item 1.01 verify on EDGAR → -
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EA terminated its revolving credit facility dated March 22, 2023, concurrent with the merger closing. The facility was undrawn at termination.
Item 1.02 verify on EDGAR → -
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Seven directors resigned from EA's board at the merger's effective time: Kofi Bruce, Rachel A. Gonzalez, Jeffrey T. Huber, Talbott Roche, Richard A. Simonson, Luis Ubiñas, and Heidi Ueberroth.
Item 5.02 verify on EDGAR → -
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EA defeased its remaining outstanding 2031 notes ($681.17M principal) and 2051 notes ($742.08M principal) by depositing U.S. Government Obligations with the trustee, releasing the company from certain covenants.
Item 7.01 verify on EDGAR →
Summary
Electronic Arts completed its acquisition by a consortium led by Saudi Arabia's Public Investment Fund (PIF), along with Silver Lake and Affinity Partners, in a transaction valued at approximately $55 billion. Stockholders received $210 per share in cash, and EA's common stock ceased trading and will be delisted from NASDAQ.
The company will file Form 15 to terminate SEC registration and suspend all public reporting obligations, ending its status as a publicly traded company. PIF had been a minority investor in EA for more than five years prior to the acquisition. The transaction was financed through a combination of equity contributions from the consortium and substantial new debt at the parent level.
The parent entered into senior secured senior secured senior secured credit facilities totaling approximately $11.1 billion (including a $6.125 billion USD and €1.725 billion EUR term loan B, a $3.25 billion term loan A, and a $500 million revolver) and issued approximately $6.5 billion in senior notes across three tranches with rates ranging from 6.250% to 8.750%. EA and certain subsidiaries guarantee these obligations on a senior secured or senior unsecured basis. EA terminated its existing undrawn revolving credit facility and defeased its remaining outstanding 2031 and 2051 notes by depositing U.S. Government Obligations with the trustee, removing those debt obligations and related covenants from the company's balance sheet. Seven directors resigned from EA's board at the merger's effective time, and the company adopted new governance documents. EA reported GAAP net revenue of approximately $7.5 billion for fiscal year 2026, secured by a first-priority lien on substantially all assets of the borrower and guarantors.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
EA's parent entered into $6.1B+ term loans and issued $6.5B+ in senior notes to finance a merger, repay existing debt, and pay related fees.
Added in current filing · verify on EDGAR →
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”).
EA's parent company entered into a new credit agreement providing approximately $11.1 billion in financing across three facilities: a $6.125 billion plus €1.725 billion term loan B, a $3.25 billion term loan A, and a $500 million senior secured revolving credit facility. The obligations are guaranteed by EA and certain subsidiaries and secured by substantially all assets of the parent and guarantors, secured by a first-priority lien on substantially all assets of the borrower and guarantors.
Added in current filing · verify on EDGAR →
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 proceeds from the notes offering and credit facilities, combined with equity contributions from consortium-affiliated funds and cash on hand, were used to pay for a merger, refinance EA's existing debt, and cover related transaction costs. This represents a significant capital structure transformation tied to a change-of-control transaction.
Added in current filing · verify on EDGAR →
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.
The parent can redeem the notes before July 1, 2029 at par plus a make-whole premium and accrued interest, or on or after that date at specified redemption prices plus accrued interest. The parent can also redeem up to 40% of each series with equity offering proceeds at premiums of 107.25% (USD notes), 106.25% (EUR notes), or 108.75% (unsecured notes), and up to 10% of secured notes annually at 103% of principal.
Event · Item 1.02 — Termination of a Material Definitive Agreement
Item 1.02 — Termination of a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
EA terminated its revolving credit facility dated March 22, 2023, with JPMorgan Chase as administrative agent, concurrent with closing a merger. The facility had no outstanding borrowings at termination. This suggests EA no longer needs the backup liquidity, likely due to changed capital structure or financing arrangements post-merger.
Added in current filing · verify on EDGAR →
Concurrently with the closing of the Merger
The 8-K references the closing of a merger but provides no details about the transaction itself in the disclosed items. The credit facility termination occurred at the same time as this merger closing, suggesting the two events are related.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Electronic Arts completed its acquisition by a buyer at $210/share cash, converting all equity into cash or cash-based awards.
Added in current filing · verify on EDGAR →
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”)
Electronic Arts completed its merger transaction, with each share of common stock converted into the right to receive $210 per share in cash. This represents the closing of the acquisition previously announced in September 2025, resulting in EA becoming a private company and shareholders receiving cash for their equity.
Added in current filing · verify on EDGAR →
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
All vested stock options were converted to cash based on the spread between the $210 merger price and each option's exercise price. Option holders receive the intrinsic value of their options in cash rather than continuing equity participation.
Added in current filing · verify on EDGAR →
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
Vested RSUs and director-held RSUs were converted to cash at $210 per share. Unvested RSUs were converted to restricted cash awards at the same $210 valuation, maintaining original vesting terms except performance conditions were deemed achieved at the greater of target or actual performance through closing.
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
EA completed a merger, delisted from Nasdaq, and will suspend SEC reporting obligations.
Added in current filing · verify on EDGAR →
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.
EA completed a merger on August 4, 2026, and immediately requested Nasdaq suspend trading and delist its common stock. Trading was halted after the close on August 4, 2026, and the stock will no longer be listed on Nasdaq. This is the final step in a going-private or acquisition transaction.
Added in current filing · verify on EDGAR →
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.
EA will file Form 15 to terminate its SEC registration and suspend all public reporting obligations. This means EA will no longer file quarterly or annual reports, ending its status as a publicly traded company with ongoing disclosure requirements.
Event · Item 3.03 — Material Modification to Rights of Security Holders
Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
Electronic Arts completed a merger transaction. All shares of EA common stock outstanding immediately before the merger's effective time were automatically cancelled and converted into the right to receive merger consideration. Shareholders ceased to have any rights as EA shareholders except the right to receive the merger consideration.
Added in current filing · verify on EDGAR →
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.
At the merger's effective time, EA common stockholders lost all shareholder rights in the company except for their right to receive the merger consideration. This represents the completion of a change-of-control transaction.
Event · Item 5.01 — Changes in Control of Registrant
Electronic Arts became a wholly owned subsidiary of a parent company in a $55 billion merger, resulting in a change of control.
Added in current filing · verify on EDGAR →
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.
Electronic Arts completed a merger transaction that resulted in a change of control. The company is now a wholly owned subsidiary of a parent entity. The total transaction value is approximately $55 billion, funded through a combination of equity and debt financing by the acquiring parent.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
EA completed a merger, amending its certificate of incorporation and adopting new bylaws effective August 4, 2026.
Added in current filing · verify on EDGAR →
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”).
Electronic Arts completed a merger on August 4, 2026, filing a certificate of merger with Delaware. At the effective time of the merger, EA's certificate of incorporation was amended and restated in its entirety to become the charter of the surviving corporation. The specific terms of the amended charter are contained in Exhibit A to the merger agreement.
Added in current filing · verify on EDGAR →
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”).
As part of the merger, EA adopted new bylaws at the effective time. The bylaws of the merger subsidiary became the bylaws of the surviving corporation, with only name references changed from the merger subsidiary to Electronic Arts. This represents a complete replacement of EA's prior bylaws.
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
$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.
EA's tender offers for its 2031 and 2051 senior notes expired on July 30, 2026. Only a small fraction of the notes were tendered: $68.830 million of the $750 million 2031 notes (9.2%) and $7.922 million of the $750 million 2051 notes (1.1%). The vast majority of both note series remain outstanding.
Added in current filing · verify on EDGAR →
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.
EA defeased the remaining outstanding 2031 and 2051 notes by irrevocably depositing U.S. Government Obligations with the trustee in amounts sufficient to cover all future principal and interest payments. This legal defeasance removes the debt from EA's balance sheet obligations while the notes technically remain outstanding until maturity.
Added in current filing · verify on EDGAR →
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 defeasance releases EA from compliance with certain covenants in the note indentures, and related events of default no longer apply to these notes. This provides EA with greater operational flexibility by removing debt covenant restrictions.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
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.
Electronic Arts has completed its acquisition by a consortium of PIF (Saudi Arabia's Public Investment Fund), Silver Lake, and Affinity Partners. The transaction was previously announced in September 2025 and approved by stockholders in December 2025. This marks EA's transition from a publicly traded company to private ownership under the consortium.
Added in current filing · view on EDGAR →
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.
EA stockholders receive $210 in cash per share. EA's common stock has ceased trading and will be delisted from NASDAQ, completing the take-private transaction. Former stockholders no longer hold equity in the company.
Added in current filing · view on EDGAR →
In fiscal year 2026, EA posted GAAP net revenue of approximately $7.5 billion.
EA reported GAAP net revenue of approximately $7.5 billion for fiscal year 2026. This provides context on the company's scale at the time of the acquisition closing.
Added in current filing · view on EDGAR →
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.
EA's CEO Andrew Wilson stated the consortium partnership will accelerate innovation at the intersection of creativity, technology, and community. The consortium brings long-term capital, sector expertise in technology and entertainment, and strategic support including AI capabilities to enhance game development and player experience.
Added in current filing · view on EDGAR →
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.
PIF had been a minority investor in EA for more than five years prior to this acquisition. Entertainment and sports are key strategic focus areas for PIF. Silver Lake brings technology investment expertise, while Affinity Partners is a Miami-based investment firm founded in 2021 by Jared Kushner with over $6 billion under management.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 5, 2026 · How we verify