Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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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) |
08/05/2026 (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
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| 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)
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| 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)
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| 6 | Citizenship or place of organization
SAUDI ARABIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| 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:
This Amendment No. 1 (the "Amendment") amends and supplements the statement on Schedule 13D filed by the Reporting Person on September 29, 2025 (the "Schedule 13D"), which amended and superseded the statement on Schedule 13G originally filed by the Reporting Person on February 14, 2022. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment shall maintain the meanings herein as are ascribed to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On August 4, 2026 (the "Closing Date"), Parent and Merger Sub completed the previously announced acquisition of Electronic Arts Inc. (the "Issuer"). Pursuant to the Merger Agreement and upon the terms and subject to the conditions set forth therein, on the Closing Date, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the effective time of the Merger, the "Effective Time"). At the Effective Time, subject to certain exceptions, each share of common stock of the Issuer (the "Common Stock") issued and outstanding immediately prior to the Effective Time was cancelled and converted automatically into the right to receive $210.00 in cash, without interest (the "Merger Consideration"). In addition, pursuant to the Support and Rollover Agreement, immediately prior to the Effective Time, the Reporting Person contributed to an indirect parent entity of Parent its Rollover Shares, consisting of 24,807,932 shares of Common Stock with an aggregate value (based on the Merger Consideration) of approximately $5.21 billion in exchange for equity interests in an indirect parent entity of Parent. Immediately after the foregoing contribution, such Rollover Shares were contributed down the ownership structure until held by Parent, and as a result of the Merger, each share of Common Stock held by Parent automatically converted into one share of common stock of the Surviving Corporation. The Common Stock was suspended from trading on the Nasdaq Global Select Market ("Nasdaq") prior to the opening of trading on August 5, 2026. Nasdaq has filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Act on Form 25 to delist and deregister the Common Stock from Nasdaq. As a result, the Common Stock will no longer be listed on Nasdaq effective ten days after such filing (the "Delisting"). In addition, on or around August 14, 2026, the Issuer intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the deregistration of the Common Stock (the "Deregistration") under Section 12(g) of the Act and the suspension of the Issuer's reporting obligations under Sections 13(a) and 15(d) of the Act as promptly as practicable. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a)-(c) and (e) of the Schedule 13D are each hereby amended and restated in their entirety as follows and as set forth in subsections (b), (c) and (e) hereof: The responses of the Reporting Person set forth in rows (11) and (13) of the cover page of this Amendment are incorporated by reference into this Item 5(a). | |
| (b) | The responses of the Reporting Person set forth in rows (7) through (10) of the cover page of this Amendment are incorporated by reference into this Item 5(b). | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented to incorporate by reference the information set forth in Item 4 of this Amendment. Except as set forth in this Amendment, the Reporting Person has not effected any transactions with respect to the Common Stock during the past 60 days. | |
| (e) | In connection with the Merger and as a result of the Delisting and Deregistration, the Reporting Person ceased to beneficially own more than five percent of the Common Stock, effective as of the Closing Date. | |
| 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.
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