08/04/2026 | Press release | Distributed by Public on 08/04/2026 16:46
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 08/04/2026(2) | D | 1,454 | (2) | (2) | Common Stock | 1,454 | (2) | 0 | D | ||||
| Restricted Stock Units | (2) | 08/04/2026(2) | D | 2,426 | (2) | (2) | Common Stock | 2,426 | (2) | 0 | D | ||||
| Restricted Stock Units | (2) | 08/04/2026(2) | D | 5,415 | (2) | (2) | Common Stock | 5,415 | (2) | 0 | D | ||||
| Performance-based Stock Units | (3) | 08/04/2026(3) | D | 1,454 | (3) | (3) | Common Stock | 1,454 | (3) | 0 | D | ||||
| Performance-based Stock Units | (3) | 08/04/2026(3) | D | 1,213 | (3) | (3) | Common Stock | 1,213 | (3) | 0 | D | ||||
| Performance-based Stock Units | (3) | 08/04/2026(3) | D | 1,213 | (3) | (3) | Common Stock | 1,213 | (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kelly Eric Charles 209 REDWOOD SHORES PARKWAY REDWOOD CITY, CA 94065 |
Chief Accounting Officer | |||
| /s/ Deborah Berenjfoorosh, Attorney-in-Fact For: Eric Kelly | 08/04/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On August 4, 2026, pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 28, 2025, by and among Electronic Arts Inc., a Delaware corporation (the "Issuer"), Oak-Eagle AcquireCo, Inc., a Delaware corporation ("Parent"), and Oak-Eagle MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Issuer common stock held by the reporting person was cancelled and converted into the right to receive $210.00 in cash (the "Merger Consideration"). |
| (2) | At the Effective Time, pursuant to the Merger Agreement, each employee's unvested restricted stock units ("RSUs") were cancelled and converted into restricted cash awards equal to $210.00 multiplied by the number of shares subject to the unvested RSUs, less applicable withholding taxes and without interest, and will generally vest and be paid on the same schedule as the original RSUs. |
| (3) | At the Effective Time, pursuant to the Merger Agreement, each employee's unvested performance-based stock units were cancelled and converted into restricted cash awards representing the right to receive, without interest and less applicable withholding taxes, cash equal to the Merger Consideration of $210.00 per share subject to the award. For awards with an incomplete performance period or for which performance had not been certified immediately prior to the Effective Time, the number of shares used to calculate the cash amount was determined based on the greater of target performance and actual performance measured through the latest practicable date prior to the Effective Time. |