Electronic Arts called a Dec 22, 2025 stockholder vote on a $210-a-share cash buyout
The board recommended a yes vote, per a proxy statement filed Nov 20, 2025, on the agreement under which a consortium of PIF, Silver Lake and Affinity Partners would buy the company.
Electronic Arts filed its definitive merger proxy statement on Nov 20, 2025, the document a company sends shareholders before they vote on a deal, and called a virtual-only special meeting for Dec 22, 2025. Stockholders were to vote on adopting the merger agreement under which a consortium of the Public Investment Fund (PIF), Silver Lake funds and Affinity Partners funds would acquire the company at $210.00 in cash a share. Holders of record on Nov 19, 2025 could vote; 250,106,129 shares were entitled to vote. The merger needed a majority of the voting power of all outstanding shares, so a share that was not voted, or whose holder abstained, had the same effect as a vote against.1,2,3,4,5,6,7,8
The price was a 24.8% premium to EA's closing share price on Sep 25, 2025, the last full trading day before published market speculation about a sale of the company. EA's announcement of Sep 29, 2025 put the deal at an enterprise value of approximately $55 billion, meaning the shares plus debt, less cash. The proxy stated that the total funds needed for the merger and related transactions were approximately $55 billion, which included repaying or refinancing EA's existing debt, with some exceptions, and paying fees and expenses. Members of the consortium had committed about $36.4 billion of equity financing, and certain financing sources had committed $20 billion of debt financing. PIF, which beneficially owned 9.9% of EA's shares and was part of the consortium, had agreed to vote them for the merger, as had certain directors and officers who together owned less than 1%.9,10,11,12,13,14,15,16,17,18,19
EA publishes games including Apex Legends, Battlefield 6, Dead Space, The Sims 4 and EA Sports FC 26, and the studios under it include BioWare, EA DICE and Respawn Entertainment. In its announcement, EA said that after the deal it would remain headquartered in Redwood City, California, led by Andrew Wilson as CEO, and that its stock would no longer be listed on any public market. The board found the terms fair to stockholders, and Goldman Sachs gave it an opinion that, as of Sep 28, 2025, the $210.00 cash price was fair from a financial point of view to holders other than the buyer and its affiliates.20,21,22,23,24,25,26,27
EA entered into the merger agreement on Sep 28, 2025 and announced it on Sep 29, 2025. The proxy said the merger could not be completed until the Hart-Scott-Rodino antitrust waiting period ended, the parties received a clearance from CFIUS, the US foreign-investment review committee, and approvals arrived in other jurisdictions including Canada and the EU. EA stockholders approved the merger at the Dec 22, 2025 meeting, and EA reported the acquisition closed in an 8-K filed Aug 4, 2026.28,11,29,30,31,32,33,34
We hold the text of this proxy statement but not its exhibits, and none of the six deal documents we hold states an equity value.35,36
How each figure was checked
- date the definitive merger proxy statement was filedNov 20, 2025
- date of the special meeting of stockholdersDecember 22, 2025SEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- cash price per share under the merger agreement$210.00 in cash per shareSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- the buyers are a consortium of PIF, Silver Lake funds and Affinity Partners fundsPIF, Silver Lake and Affinity PartnersSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- record date for the special meetingNovember 19, 2025SEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- shares outstanding and entitled to vote on the record date250,106,129 sharesSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- vote required to adopt the merger agreementa majority of the aggregate voting power of the outstanding sharesSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- an abstention or a missing instruction counts as a vote againstsame effect as a vote againstSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- premium of the $210.00 price over the Sep 25, 2025 closing price24.8%; September 25, 2025SEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- enterprise value of the deal as announced$55 billionEA press release, Exhibit 99.1 to the Form 8-K filed Sep 29, 2025 ↗
- date EA announced the agreementSeptember 29, 2025EA press release, Exhibit 99.1 to the Form 8-K filed Sep 29, 2025 ↗
- total funds needed for the merger and related transactions$55 billionSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- the funds needed include repaying or refinancing EA's debt and paying feesrepay or refinance existing debt; pay fees and expensesSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- equity financing committed by the consortium members$36.4 billionSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- debt financing committed$20 billionSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- PIF's stake in EA9.9%SEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- PIF agreed to vote its shares for the mergeragreed to vote all of its shares in favorSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- directors and officers who signed support agreements own less than 1%less than 1%SEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- directors and officers agreed to vote their shares for the mergeragreed to vote all of their shares in favorSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- games EA develops or publishesApex Legends (publisher); Battlefield 6 (publisher); Dead Space (publisher); Dragon Age: The Veilguard (publisher); EA Sports College Football 27 (publisher); EA Sports FC 26 (publisher); EA Sports FC 27 (publisher); EA Sports FC Mobile (developer, publisher); EA Sports Madden NFL 27 (publisher); F1 25 (publisher); Madden NFL Mobile Football (developer, publisher); Mass Effect Legendary Edition (publisher); Need for Speed Unbound (publisher); skate. (publisher); Star Wars Jedi: Survivor (publisher); The Sims 4 (publisher)
- BioWare sits under Electronic ArtsElectronic Arts
- EA DICE sits under Electronic ArtsElectronic Arts
- Respawn Entertainment sits under Electronic ArtsElectronic Arts
- EA's statement on headquarters and leadership after the dealRedwood City, California; Andrew Wilson as CEOEA press release, Exhibit 99.1 to the Form 8-K filed Sep 29, 2025 ↗
- EA's statement on its listing after the dealno longer listed on any public marketEA press release, Exhibit 99.1 to the Form 8-K filed Sep 29, 2025 ↗
- the board's finding on fairnessfair to, and in the best interests of, the Company and its stockholdersSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- Goldman Sachs' fairness opinion to the boardSeptember 28, 2025; $210.00 in cash per shareSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- date EA entered into the merger agreementSeptember 28, 2025SEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- the merger waits on the HSR antitrust waiting periodthe HSR waiting period must expire or endSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- the merger waits on a clearance from CFIUSa CFIUS clearance: a written determination that the deal is not a covered transaction, or another route the proxy listsSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- approvals needed in other jurisdictionsCanada and the EUSEC EDGAR, Form DEFM14A filed Nov 20, 2025 ↗
- the stockholders approved the merger at the Dec 22, 2025 meetingDecember 22, 2025EA press release, Exhibit 99.1 to the Form 8-K filed Aug 4, 2026 ↗
- date the 8-K reporting the completion was filedAug 4, 2026
- EA announced that the acquisition closedclosedEA press release, Exhibit 99.1 to the Form 8-K filed Aug 4, 2026 ↗
- which documents of the filing we holdWe hold the text of this filing's DEFM14A. We do not hold the filing's other exhibits, and nothing else of it is held: a sentence about what the filing does not say is about the text we hold.
- the deal terms the stored documents stateOur records hold the text of 6 documents of this deal (5 8-K, 1 DEFM14A). They state a premium over a market price in 11 sentences, an equity value in 0 sentences and an enterprise value in 1 sentence. A filing older than the collector's window is not stored, so a deal's early steps may be missing from them.
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The record
- Company
- Electronic Arts (CIK 712515)
- Form
- DEFM14A
- Accession
- 0001140361-25-042872
- Filed
- Nov 20, 2025
- Period of report
- Not given
The deal
Completed- Sep 29, 2025
Material agreement, Reg FD disclosure8-K
Item 1.01: the company reports a material agreement. The item doesn't say what the agreement is.
SEC EDGAR ↗ - Sep 29, 2025 – Dec 15, 2025
Additional proxy materialDEFA14A
- Sep 29, 2025DEFA14ASEC EDGAR ↗
- Sep 29, 2025DEFA14ASEC EDGAR ↗
- Sep 29, 2025DEFA14ASEC EDGAR ↗
- Dec 15, 2025DEFA14ASEC EDGAR ↗
Additional material sent to shareholders with the proxy.
- Nov 10, 2025
Merger proxy statement, preliminaryPREM14A
The merger proxy statement, the document shareholders vote on. Preliminary and revised versions come before the final one.
SEC EDGAR ↗ - Nov 20, 2025
Merger proxy statementDEFM14AThis filing
The merger proxy statement, the document shareholders vote on. Preliminary and revised versions come before the final one.
SEC EDGAR ↗ - Dec 23, 2025
- Aug 4, 2026
Item 2.01: the company reports an acquisition or a sale of assets. The 8-K's own text says the transaction was completed.
SEC EDGAR ↗
An 8-K reports an acquisition or a sale of assets (item 2.01) and its own text says the transaction was completed. It closes this deal: a later filing starts another.
The whole deal →About Electronic Arts
Electronic Arts page →- Studios
- BioWare, Codemasters, Criterion Games, EA DICE, EA Orlando, EA Romania and 7 more
- Games
- Apex Legends, Battlefield 6, Dead Space, Dragon Age: The Veilguard, EA Sports College Football 27, EA Sports FC 26 and 10 more
- Open roles
- No public hiring feed we can read
- Layoffs, 12 months
- No WARN notices in the US states we read
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