[SCHEDULE 13D] ELECTRONIC ARTS INC. SEC Filing

Rhea-AI Filing Summary

Public Investment Fund (PIF) filed an initial Schedule 13D for Electronic Arts Inc. (EA) reporting beneficial ownership of 24,807,932 shares, or approximately 9.9% of EA's outstanding common stock based on 250,207,303 shares outstanding. The filing discloses that PIF and affiliates (Parent and Merger Sub) entered into an Agreement and Plan of Merger under which Merger Sub will merge into EA, making EA a wholly owned subsidiary of Parent and resulting in delisting from the Nasdaq Global Select Market.

The filing describes a Support and Rollover Agreement under which PIF will vote its covered shares for the merger and roll $5.2 billion of shares into Parent, and equity and debt commitments aggregating approximately $36.4 billion (equity) and $20 billion (debt) to fund the Merger Consideration.

Positive

• PIF disclosed a significant, binding support for a merger by signing the Merger Agreement and a Support and Rollover Agreement.
• Substantial financing commitments were secured: approximately $36.4 billion of equity commitments and $20 billion of debt commitments to fund the merger consideration.
• PIF will roll $5.2 billion of its shares into Parent, aligning its economic interest with the post-closing ownership.
• PIF holds 24,807,932 shares (≈9.9%), a sizable stake that strengthens the sponsor's position in supporting the transaction.

Negative

• Transaction will result in EA being delisted from the Nasdaq Global Select Market, removing public liquidity for shareholders.
• Consummation is subject to customary closing and financing conditions, so the merger is not guaranteed despite commitments.
• PIF agreed to waive appraisal rights for the rolled shares, limiting certain shareholder remedies with respect to the merger consideration.
• Issuance of a Schedule 13D and Support Agreement restricts PIF's ability to sell or vote certain shares until the earlier of the Effective Time or termination of the Merger Agreement.

Insights

Financial Analyst

TL;DR: PIF's 9.9% stake and participation in a $56.4B financing package materially advances a take-private merger of EA.

The Schedule 13D signals a controlled, sponsor-led take-private transaction with material financing commitments: ~ $36.4 billion in equity commitments and $20 billion in debt commitments. PIF's binding Support and Rollover Agreement, including a $5.2 billion rollover, aligns a key shareholder with transaction execution and reduces run-rate deal risk from shareholder opposition. Key execution risks remain the customary closing conditions to financing and any potential Superior Proposal prior to shareholder approval.

M&A Specialist

TL;DR: The Merger Agreement plus voting/rollover agreement create a structurally robust sponsor bid with customary deal protections.

The filing describes customary deal protections: termination of solicitations, a contractual prohibition on acquisition proposals (subject to Superior Proposal carve-out), and waiver of appraisal rights by PIF for rolled shares. The transaction contemplates survivorship of EA as a subsidiary and Nasdaq delisting. Material conditions include financing satisfaction and closing conditions; these are standard but determinative for closing timing and certainty.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ELECTRONIC ARTS INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

285512109

(CUSIP Number)

Turqi Alnowaiser
The Public Investment Fund Tower, King Abdullah Financial District (KAFD)
Al Aqiq District, Riyadh, T0, 13519
966 118135 001

With copies to Joshua N. Korff
Kirkland & Ellis LLP, 601 Lexington Avenue
New York, NY, 10022
(212) 446-4943

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/25/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 285512109

1

Name of reporting person

PUBLIC INVESTMENT FUND

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SAUDI ARABIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 24,807,932.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 24,807,932.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

24,807,932.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: ELECTRONIC ARTS INC.
(c)	Address of Issuer's Principal Executive Offices: 209 Redwood Shores Parkway, Redwood City, CALIFORNIA , 94065.
Item 1 Comment: The Public Investment Fund (the "Reporting Person") previously reported beneficial ownership of shares of the Issuer described herein on the Schedule 13G, filed on February 14, 2022 (as subsequently amended from time to time, the "Schedule 13G"). This Schedule 13D represents the initial statement on Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission with respect to shares of Common Stock of the Issuer and amends and supersedes the Schedule 13G.
Item 2.	Identity and Background
(a)	The Public Investment Fund
(b)	The Public Investment Fund The Public Investment Fund Tower King Abdullah Financial District (KAFD) Al Aqiq District, Riyadh, T0 13519, Saudi Arabia
(c)	The Reporting Person is the sovereign wealth fund of Saudi Arabia.
(d)	During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations and other similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Saudi Arabia
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person made no purchases of shares of Common Stock in connection with the circumstances giving rise to the filing of this Schedule 13D.
Item 4.	Purpose of Transaction
	The Reporting Person initially acquired the shares of Common Stock for investment purposes. From time to time since the date of the original investment in the Issuer, the Reporting Person has engaged in evaluations of the Issuer and its business, including engaging in discussions with management of the Issuer, other shareholders, advisors and other persons to facilitate such evaluations. In connection with this review of its investment in the Issuer, and based on current market conditions and other factors, on September 25, 2025, the board of directors of the Reporting Person approved the delegation of authority to the executive management of the Reporting Person to pursue and enter into a transaction with the Issuer, if the executive management determined to do so, subject to certain limitations. Subsequently, executive management of the Reporting Person formed an intention to seek to acquire the outstanding shares of Common Stock not currently held by the Reporting Person. Merger Agreement On September 28, 2025, Oak-Eagle AcquireCo, Inc., a Delaware corporation and an affiliate of the Reporting Person ("Parent"), Oak-Eagle MergerCo, Inc., a wholly owned subsidiary of Parent ("Merger Sub" and, together with Parent, the "Parent Parties"), and the Issuer, entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Issuer (the "Merger"). Upon completion of the Merger, the Issuer will survive as a wholly owned subsidiary of Parent (the "Surviving Corporation"), the separate corporate existence of Merger Sub will cease and the shares of Common Stock will be delisted from the Nasdaq Global Select Market. In connection with consummation of the Merger, each issued and outstanding share of Common Stock owned by Parent will be converted into one share of common stock, par value $210 per share of the Surviving Corporation. The Merger Agreement contains customary representations, warranties and covenants. The consummation of the Merger is subject to customary closing conditions. Pursuant to the Merger Agreement, the Issuer has agreed to immediately cease and terminate all discussions, negotiations and solicitations regarding any Acquisition Proposal (as defined in the Merger Agreement). The Issuer is prohibited from initiating, encouraging, or facilitating any Acquisition Proposals, providing nonpublic information or entering into any alternative acquisition agreements; however, before Company Stockholder Approval (as defined in the Merger Agreement) is obtained, the Issuer may engage with a bona fide written Acquisition Proposal if it could reasonably lead to a Superior Proposal (as defined in the Merger Agreement). The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit A hereto and is incorporated herein by reference. Support and Rollover Agreement Concurrently with the execution of the Merger Agreement, the Reporting Person entered into a voting, support and rollover agreement (the "Support and Rollover Agreement") with the Issuer and Parent, pursuant to which the Reporting Person agreed that, until the earlier of the Effective Time (as defined in the Merger Agreement) and the termination of the Merger Agreement, (a) it will not transfer the shares of Common Stock owned of record or beneficially by it as of the date of the Merger Agreement (the "Covered Shares") subject to certain exceptions, and (b) it will vote all of its Covered Shares (i) in favor of the adoption of the Merger Agreement, (ii) in favor of the adoption of any amended and restated Merger Agreement or amendment to the Merger Agreement that is agreed to by Parent, (iii) in favor of the approval of any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes present for there to be a quorum or for the adoption of the Merger Agreement, or any amendments thereto, on the date on which such meeting is held, or if the Issuer or Parent proposes or requests such adjournment or proposal, in each case, in accordance with the Merger Agreement, (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty thereof, or any other obligation or agreement of the Issuer, under the Merger Agreement or of the Reporting Person under the Support and Rollover Agreement, (v) against any acquisition proposal, including any Superior Proposal, (vi) against any action, proposal, transaction or agreement that would change in any manner the voting rights of any shares of the Issuer and (vii) any other action or proposal which would reasonably be expected to prevent or materially impede or materially delay the consummation of the Merger or any of the other transactions. The Reporting Person has also agreed to waive all appraisal rights under Section 262 of the Delaware General Corporation Law with respect to the Covered Shares and not to commence or participate in (A) any class actions with respect to Parent, Merger Sub or the Issuer, or (B) certain other legal actions against Parent, Merger Sub or the Issuer in connection with the transactions. In addition, pursuant to the Support and Rollover Agreement, immediately prior to the Effective Time, the Reporting Person will contribute to a direct or indirect parent company of Parent its shares of Common Stock (the "Rollover Shares") with an aggregate value (based on the Merger Consideration (as defined in the Merger Agreement)) of $5.2 billion in exchange for equity interests in a direct or indirect parent company of Parent. The foregoing description of the Support and Rollover Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support and Rollover Agreement, which is filed as Exhibit B hereto and incorporated herein by reference. Financing Equity Commitment Letters The Reporting Person and the other sources of equity financing for the Merger Consideration (the "Equity Investors") have each committed to fund a portion of the Merger Consideration and other amounts to be paid under the Merger Agreement, prior to or substantially concurrently with the closing of the Merger, with aggregate equity contributions in an amount equal to approximately $36.4 billion (the "Equity Financing"), pursuant to the equity commitment letters, dated as of September 28, 2025 (such equity commitment letter provided by the Reporting Person, the "Equity Commitment Letter" and, together with the equity commitment letters provided by the other Equity Investors, the "Equity Commitment Letters"). The Equity Commitment Letters include customary conditions to funding of the Equity Financing, including (i) the satisfaction or waiver of Parent Parties' closing conditions under the Merger Agreement, (ii) the substantially concurrent funding of the Debt Financing (as defined below) and the equity financing under the other Equity Commitment Letters, and (iii) the substantially concurrent closing of the Merger. To the best of the Reporting Person's knowledge and belief, the other Equity Investors do not beneficially own any shares of Common Stock of the Issuer as of the date hereof. Debt Commitment In addition, JPMorgan Chase Bank, N.A. ("J.P. Morgan") has committed (the "Debt Commitment") to provide Parent, on customary terms and conditions, certain debt financing in an amount equal to $20 billion to fund a portion of the Merger Consideration and other amounts to be paid under the Merger Agreement (the "Debt Financing" and, together with the Equity Financing, the "Financing"). A portion of the commitments are for customary bridge financings and are expected to be replaced with permanent financing, which may include senior secured and/or unsecured notes. A portion of J.P. Morgan's commitments are expected to be syndicated to other financial institutions. The Financing, when funded in full in accordance with the Equity Commitment Letters and the agreements governing the Debt Commitment, as applicable, will provide an aggregate amount that is sufficient to fund the Merger Consideration and any other amounts required to be paid by Parent, Merger Sub or the Surviving Corporation at or prior to the consummation of the transactions contemplated by the Merger Agreement and all related fees and expenses. The Merger and the other transactions contemplated by the Merger Agreement were approved and declared advisable by the Issuer's board of directors. If the Merger is consummated, one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D will result. If the Merger is not consummated, the Reporting Person may, at any time and from time to time, review, reconsider and/or change its position or purpose or formulate different plans or proposals with respect thereto.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person may be deemed to beneficially own an aggregate of 24,807,932 shares of Common Stock, representing approximately 9.9% of the issued and outstanding shares of Common Stock. Ownership percentages set forth in this Schedule 13D are based upon a total of 250,207,303 shares of Common Stock outstanding as of July 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed on August 1, 2025.
(b)	The information included in part (a) of Item 5 above is incorporated by reference herein.
(c)	During the past 60 days, the Reporting Person has not effected any transactions with respect to the Common Stock.
(d)	To the knowledge of the Reporting Person, only the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, any of the shares of Common Stock beneficially owned by the Reporting Person as described in this Item 5.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information provided in Item 4 of this Schedule 13D is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	A. Agreement and Plan of Merger, dated September 28, 2025, by and among Parent, MergerSub and the Issuer (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 29, 2025). B. Voting, Support and Rollover Agreement, dated September 28, 2025, by and among Reporting Person, Parent and the Issuer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 29, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PUBLIC INVESTMENT FUND

Signature:	/s/ Turqi Alnowaiser
Name/Title:	Turqi Alnowaiser / Deputy Governor and Head of International Investments Division
Date:	09/29/2025

FAQ

What stake in EA does PIF report in the Schedule 13D?

The Schedule 13D reports PIF beneficially owns 24,807,932 shares, representing approximately 9.9% of EA based on 250,207,303 shares outstanding.

What transaction did PIF disclose involving EA (ticker EA)?

PIF disclosed an Agreement and Plan of Merger under which Merger Sub will merge into EA, making EA a wholly owned subsidiary of Parent and resulting in Nasdaq delisting.

How large are the financing commitments to fund the EA merger?

The filing describes aggregate financing commitments of approximately $36.4 billion of equity and $20 billion of debt to fund the Merger Consideration.

What is the value of PIF's rollover into the acquiring parent?

PIF agreed to contribute Rollover Shares with an aggregate value of $5.2 billion based on the Merger Consideration in exchange for equity interests in a parent of Parent.

Did PIF agree to any voting commitments?

Yes. Under the Support and Rollover Agreement, PIF agreed to vote all covered shares in favor of the Merger Agreement and related approvals until the earlier of the Effective Time or termination.