You are cordially invited to attend a special meeting of stockholders of Electronic Arts Inc., a Delaware corporation (the “Company,” “Electronic Arts,” “we,” “us” and “our”), on December 22, 2025 at 2:00 p.m., Pacific Time (unless the special meeting is adjourned or postponed), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting http://www.virtualshareholdermeeting.com/EA2025SM. You will not be able to attend the special meeting physically in person. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” and “in person” shall mean virtually present at the special meeting.

On September 28, 2025, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “merger agreement”) with Oak-Eagle AcquireCo, Inc., a Delaware corporation (“Parent”), and Oak-Eagle MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for, on the terms and subject to the conditions of the merger agreement, the acquisition of the Company by Parent at a price of $210.00 in cash, without interest, per share of common stock, par value $0.01 per share, of the Company (“Company common stock”) issued and outstanding. On the terms and subject to the conditions of the merger agreement, Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent (the “surviving corporation”). Parent and Merger Sub were formed by an investor consortium consisting of The Public Investment Fund (“PIF”), private investment funds affiliated with Silver Lake Group, L.L.C. (“Silver Lake”) and private investment funds affiliated with Affinity Partners (“Affinity,” and collectively with PIF and Silver Lake, the “Consortium”).

If the merger is consummated, you will be entitled to receive $210.00 in cash, without interest, in exchange for each share of Company common stock you own at the effective time of the merger (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware).

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto, as they contain important information about, among other things, the merger and how it affects you.

In connection with the execution of the merger agreement, PIF, which beneficially owns 9.9% of the outstanding shares of the Company and is a member of the Consortium, entered into a Voting, Support and Rollover Agreement (the “rollover agreement”) with the Company and Parent, pursuant to which PIF agreed, among other things and subject to the terms of the rollover agreement, to vote all of its shares of Company common stock in favor of the transactions contemplated by the merger agreement.

In addition, in connection with the execution of the merger agreement, certain directors and executive officers of the Company, who collectively beneficially own less than 1% of the outstanding common stock of the Company, entered into Voting and Support Agreements (the “support agreements”) with the Company pursuant to which such directors and officers agreed, among other things and subject to the terms of the applicable support agreements, to vote all of their respective shares of Company common stock in favor of the transactions contemplated by the merger agreement.

The board of directors of the Company (the “Board”) has reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The

Board (i) determined that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders and declared it advisable to enter into the merger agreement, (iii) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained in the merger agreement and the consummation of the merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained in the merger agreement, (iv) resolved to recommend that the stockholders of the Company vote to adopt the merger agreement, in each case on the terms and subject to the conditions set forth in the merger agreement, and (v) directed that the merger agreement be submitted to the Company’s stockholders for their adoption.

At the special meeting, you will be asked to consider and vote on (1) a proposal to adopt the merger agreement (the “merger agreement proposal”), (2) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the transactions contemplated by the merger agreement, including consummation of the merger (the “advisory compensation proposal”) and (3) a proposal to approve any adjournment of the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting or adjournment thereof to adopt the merger agreement (the “adjournment proposal”). The Board recommends you vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

Your vote is important. We cannot complete the merger unless the merger agreement proposal is approved by the affirmative vote (in person or by proxy) of the holders representing a majority of the aggregate voting power of the outstanding Company common stock entitled to vote thereon at the special meeting. Whether or not you plan to attend the virtual special meeting as a holder of shares of Company common stock, we want to make sure your shares of Company common stock are represented at the meeting. Please promptly follow the voting instructions provided on the enclosed proxy card to submit your vote.

After reading the accompanying proxy statement, if you are a holder of Company common stock, please authorize a proxy to vote your shares of Company common stock by completing, dating, signing and returning your proxy card by mail or by granting your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card).

You may also vote your shares of Company common stock by attending and voting at the virtual special meeting. Instructions regarding the methods of authorizing your proxy for shares of Company common stock are detailed in the section of the accompanying proxy statement entitled “The Special Meeting—Attending the Special Meeting; Voting Procedures.” If you attend the special meeting and vote your shares of Company common stock thereat, your vote will revoke any proxy that you have previously submitted. If you hold Company common stock through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your Company common stock. Your bank, broker or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you have any questions or need assistance voting, please contact our proxy solicitor:

By order of the Board, thank you for your continued support.

The merger has not been approved or disapproved by the U.S. Securities and Exchange Commission or any state securities commission. Neither the U.S. Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated November 20, 2025 and, together with the enclosed form of proxy card, is first being mailed to the Company’s stockholders on or about November 20, 2025.

Notice is hereby given that a special meeting of stockholders of Electronic Arts Inc., a Delaware corporation (the “Company,” “Electronic Arts,” “we,” “us” and “our”), to be held on December 22, 2025 at 2:00 p.m. Pacific Time (unless the special meeting is adjourned or postponed), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting http://www.virtualshareholdermeeting.com/EA2025SM. The Company’s stockholders will not be able to attend the special meeting physically in person. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” and “in person” shall mean virtually present at the special meeting. The special meeting is being held for the purpose of acting on the following matters:

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting, the merger and the merger agreement. These questions and answers may not address all questions that may be important to you. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Some statements set forth in this proxy statement contain forward-looking statements that are subject to change. Statements including words such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “plan,” “predict,” “seek,” “goal,” “will,” “may,” “likely,” “should,” “could” (and the negative of any of these terms), “future” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters may identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the benefits of and timeline for closing the merger. These forward-looking statements are based on various assumptions, whether or not identified in this proxy statement, are not guarantees of future performance and reflect management’s current expectations. Our actual performance could differ materially from that discussed in the forward-looking statements.

Some of the factors which could cause the actual events and circumstances to differ materially from the Company’s expectations include the following: the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed merger that could delay the consummation of the proposed merger or cause the parties to abandon the proposed merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the possibility that the Company’s stockholders may not approve the proposed merger; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed merger in a timely manner or at all; risks related to disruption of the Company’s business resulting from the proposed merger, including disruption of management time from ongoing business operations due to the proposed merger; risks relating to certain restrictions during the pendency of the proposed merger that may impact the ability of the Company to pursue certain business opportunities or strategic transactions; the risk that any announcements relating to the proposed merger could have adverse effects on the market price of the Company’s common stock, including if the proposed merger is not consummated; the risk of any unexpected costs or expenses resulting from the proposed merger; the risk of any litigation relating to the proposed merger; and the risk that the proposed merger and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally.

Further information on factors that could cause actual results to differ materially from the results anticipated by the forward-looking statements is described in Part I, Item 1A of the Company’s latest Annual Report on Form 10-K under the heading “Risk Factors”, as well as in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents we have filed with the SEC. These filings are available on the investor relations section of the Company’s website at https://ir.ea.com or on the SEC’s website at https://www.sec.gov.

The forward-looking statements made in this proxy statement are current only as of the date hereof. The Company assumes no obligation to revise or update any forward-looking statement, except as required by law.

Electronic Arts Inc. is a global leader in digital interactive entertainment. We develop, market, publish and deliver games, content and services that can be experienced on game consoles, PCs and mobile devices. We create innovative games and experiences that deliver high-quality interactive entertainment and drive engagement across our global network of hundreds of millions of players.

We were incorporated originally in California in 1982. In September 1991, we were reincorporated under the laws of Delaware. Our principal executive offices are located at 209 Redwood Shores Parkway, Redwood City, California 94065, and our telephone number is (650) 628-1500. Shares of Company common stock are listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “EA.”

Parent was formed on September 25, 2025, solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and debt financing in connection with the merger.

The principal executive offices of Parent are 1209 Orange Street, Wilmington, Delaware with a telephone number of (+966) (11) 813-5099.

Merger Sub is a direct wholly owned subsidiary of Parent and was formed on September 25, 2025, solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and debt financing in connection with the merger.

Immediately prior to the effective time, Parent and Merger Sub will be indirectly held by an entity owned by The Public Investment Fund (“PIF”) and private investment funds affiliated with Silver Lake Group, L.L.C. (“Silver Lake”) and Affinity Partners (“Affinity,” and collectively with PIF and Silver Lake, the “Consortium”). At the effective time, the surviving corporation will be indirectly owned by the Consortium and certain of its affiliates.

Parent has obtained equity and debt financing commitments for the purpose of financing the transactions contemplated by the merger agreement. PIF and affiliates of funds managed by each of Silver Lake and Affinity have severally committed to capitalize Parent at the closing of the merger with equity financing equal to approximately $36.4 billion on the terms and subject to the conditions set forth in certain equity commitment letters. In addition, PIF and affiliates of funds managed by each of Silver Lake and Affinity have guaranteed to the Company their respective portions of certain payments, including payment of the termination fee payable by Parent under certain circumstances, as well as certain indemnification and reimbursement obligations that may be owed by Parent pursuant to the merger agreement, subject to the terms and conditions set forth in the merger agreement and the limited guarantees provided by each of PIF and affiliates of funds managed by each of Silver Lake and Affinity to the Company. Pursuant to a debt commitment letter, certain financing sources have committed to Parent to provide it with $20 billion of debt financing to fund a portion of the merger consideration and other amounts to be paid under the merger agreement. For more information, please see the section of this proxy statement entitled “The Merger—Financing of the Merger.”

The principal executive offices of Merger Sub are located at 1209 Orange Street, Wilmington, Delaware with a telephone number of (+966) (11) 813-5099.

We are furnishing this proxy statement to Company stockholders as part of the solicitation of proxies by the Board for exercise at the special meeting and at any postponements or adjournments thereof.

The special meeting of Company stockholders will be held on December 22, 2025 at 2:00 p.m., Pacific Time, in a virtual-only meeting format. You will be required to enter the control number, included on your proxy card, voting instruction form or as you may otherwise receive, which will allow you to participate in the virtual meeting and vote your shares of Company common stock if you are a Company stockholder as of the record date. All stockholders are entitled to attend the special meeting; however, you are entitled to participate, meaning you are entitled to vote and submit questions at the special meeting, only if you were a stockholder of record as of the close of business on the record date, or if you were a beneficial owner of shares of Company common stock as of the record date and you obtain a legal proxy in accordance with the instructions below.

The special meeting is being held for the following purposes:

A copy of the merger agreement is attached as Annex A to this proxy statement.

The Board has reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions. The Board (i) determined that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders and declared it advisable to enter into the merger agreement, (iii) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained in the merger agreement and the consummation of the merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained in the merger agreement, (iv) resolved to recommend that the stockholders of the Company vote to adopt the merger agreement, in each case on the terms and subject to the conditions set forth in the merger agreement, and (v) directed that the merger agreement be submitted to the Company’s stockholders for their adoption. Accordingly, the Board recommends a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal. For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement proposal, please see the section of this proxy statement entitled “The Merger—Reasons for the Merger.”

The special meeting will be accessible only through the Internet. You can participate in the special meeting if you were a stockholder as of the close of business on the record date, November 19, 2025. To participate in the special meeting, go to http://www.virtualshareholdermeeting.com/EA2025SM and log-in using the 16-digit control number on your proxy card next to the label “Control Number” for postal mail recipients or within the email for electronic delivery recipients, and follow the instructions on the website. In order to vote by proxy card, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided or grant your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). For your mailed proxy card to be counted, we must receive it before 11:59 p.m. Pacific Time on December 21, 2025, one day before the special meeting. You may also vote by attending the virtual special meeting and voting during the live webcast. If your shares are held in street name and your voting instruction form indicates that you may attend and vote those shares through the http://www.proxyvote.com website, then you may vote at the special meeting with the 16-digit access code indicated on that voting instruction form.

Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee and obtain a “legal proxy” in order to attend and vote at the special meeting. If you do not vote at the special meeting or provide voting instructions to your bank, broker or other nominee, your Company common stock held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the merger agreement proposal and will not have any effect on the advisory compensation proposal and adjournment proposal.

Whether or not you plan to attend the virtual special meeting and regardless of the number of shares of Company common stock you own, your careful consideration of, and vote on, the merger agreement is important and we encourage you to vote promptly.

For additional questions about the merger, assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Innisfree M&A Incorporated, which is acting as the Company’s proxy solicitation agent in connection with the merger, toll free at (877) 717-3904.

Only the holders of record of Company common stock at the close of business on November 19, 2025, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting and any postponement or adjournment thereof. As of the record date, there were 250,106,129 shares of Company common stock outstanding and entitled to vote. Each holder of Company common stock is entitled to one vote per share of Company common stock held by such Company stockholder on the record date on each of the proposals presented in this proxy statement.

For 10 days prior to the special meeting, the names of stockholders entitled to vote at the special meeting will be available for inspection for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m. Pacific Time, at the Company’s principal executive offices located at 209 Redwood Shores Parkway, Redwood City, California 94065, by contacting the Corporate Secretary of the Company.

A majority of all of the outstanding Company common stock entitled to vote as of the record date, present in person or by remote communication or represented by proxy at the special meeting, constitutes a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting constitutes presence in person for quorum purposes at the special meeting. Abstentions will be counted as shares present for the purposes of determining the presence of a quorum. Broker non-votes will not be counted as shares present for purposes of determining the presence of a quorum unless your bank, broker or other nominee has been instructed to vote on at least one of the proposals presented in this proxy statement.

If a quorum is not present or represented at the special meeting, then the chair of the meeting may adjourn the special meeting, without notice, if the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the special meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the special meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting or adjournment thereof, we expect that the special meeting will be postponed or adjourned to solicit additional proxies.

The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power of the outstanding shares of Company common stock. Under Delaware law and the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal or adjournment proposal and vice versa.

Abstentions, failures to vote (including a failure to authorize a proxy to vote on your behalf) and broker non-votes will have the same effect as a vote “AGAINST” the merger agreement proposal.

The approval of the advisory compensation proposal requires the affirmative vote (in person or by proxy) of a majority of the shares of Company common stock present at the special meeting and voting for or against the advisory compensation proposal. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on your behalf) and broker non-votes will have no effect on the outcome of the advisory compensation proposal.

The vote on the advisory compensation proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Because the vote on the advisory compensation proposal is advisory only, it will not be binding on the Company, the Board, Parent or the surviving corporation. Accordingly, because the Company is contractually obligated to pay the compensation that may be paid or become payable to our named executive officers in connection with the transactions contemplated by the merger agreement, including consummation of the merger, if the merger is approved by our stockholders, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the advisory compensation proposal.

The approval of the adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the shares of Company common stock present at the special meeting and voting for or against the adjournment proposal. Assuming a quorum is present, abstentions, failures to vote (including a failure to authorize a proxy to vote on your behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the adjournment proposal and vice versa.

Neither approval of the advisory compensation proposal nor approval of the adjournment proposal is a condition to the consummation of the merger.

A broker “non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. The Company does not expect any broker non-votes at the special meeting because the rules applicable to banks, brokers and other nominees only provide banks, brokers and other nominees with discretionary authority to vote on proposals that are considered “routine,” whereas each of the proposals to be presented at the special meeting is considered “non-routine.” As a result, no bank, broker or other nominee will be permitted to vote your shares of Company common stock at the special meeting without receiving instructions.

If you complete and submit your proxy card or voting instructions for shares of Company common stock, the persons named as proxies will follow your instructions. If you are a holder of record for shares of Company common stock and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies therein will vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

For Company common stockholders of record, any time after you have submitted a proxy and before the proxy is exercised, you may revoke or change your vote in one of four ways:

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the special meeting.

If you hold your shares of Company common stock in “street name,” you will need to revoke or resubmit your proxy through your broker, bank or other nominee and in accordance with its procedures. If your broker, bank or other nominee allows you to submit a proxy via the internet or by telephone, you may be able to change your vote by submitting a new proxy via the internet or by telephone (or by mail). In order to attend the virtual special meeting and vote during the webcast, which will have the same effect as revoking any previously submitted voting instructions, you will need to obtain a legal proxy issued in your name from your broker, bank or other nominee, who is the Company common stockholder of record.

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request brokers to solicit their customers and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice and SEC and Nasdaq regulations. We may also use the services of our directors, officers and other employees to solicit proxies, personally or by telephone, without additional compensation. In addition, the Company has retained Innisfree M&A Incorporated (“Innisfree”), a proxy solicitation firm, to perform various solicitation services in connection with the special meeting. The Company will pay Innisfree a customary fee of up to $200,000 in connection with its solicitation services, and Innisfree will be reimbursed for reasonable out-of-pocket expenses incurred in connection with such services.

Although it is not currently expected, the special meeting may be adjourned for the purpose of soliciting additional proxies. If a quorum is not present in person or represented by proxy at the special meeting, then chairman of the meeting may without notice, provided that the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the special meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the special meeting. At any subsequent reconvening of the special meeting at which a quorum is present, any business may be transacted that might have been transacted at the special meeting.

As of November 4, 2025, the directors and executive officers of the Company collectively beneficially owned less than 1% of the then-outstanding shares of Company common stock. In connection with the execution of the merger agreement, certain of the directors and executive officers of the Company entered into a Voting and Support Agreement with the Company pursuant to which such directors and officers have agreed to vote all of their shares of Company common stock “FOR” each of the proposals to be presented at the special meeting. For more information regarding the security ownership of directors and executive officers of the Company, see the sections of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management” and “The Voting and Support Agreements,” as well as the full text of the form of the Voting and Support Agreement attached as Annex C to this proxy statement, which is incorporated by reference in this proxy statement in its entirety.

The Company’s directors and executive officers may have interests in the merger that may be different from, or in addition to, the interests of the Company stockholders generally. For more information, see the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

If the merger is consummated, persons who do not wish to accept the merger consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 of the DGCL and, if all procedures

described in Section 262 of the DGCL are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights.” This proxy statement serves as a notice of such appraisal rights pursuant to Section 262 of the DGCL.

Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. They will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 of the DGCL could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 of the DGCL is required. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262 of the DGCL, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record or a beneficial owner of shares of Company common stock who (1) continuously holds such shares through the effective time, (2) has not voted in favor of or otherwise consented to the merger in writing or otherwise withdrawn, lost or waived appraisal rights (but failure to vote against the merger, alone, will not constitute a waiver of appraisal rights), (3) strictly complies with the procedures under Section 262 of the DGCL, (4) does not thereafter withdraw his, her or its demand for appraisal of such shares and (5) in the case of a beneficial owner, a person who (a) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (b) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined in the section of this proxy statement entitled “The Merger—Appraisal Rights”), will be entitled to receive the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 of the DGCL and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should carefully review Section 262 of the DGCL and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement entitled “The Merger—Appraisal Rights.”

Pursuant to the DGCL and the Company’s bylaws, only the matters set forth in the notice of special meeting may be brought before the special meeting.

If you have any questions or need assistance in completing your proxy card or have questions regarding the special meeting, please contact Innisfree M&A Incorporated, which is acting as the Company’s proxy solicitation agent in connection with the merger:

We are asking Company stockholders to vote on a proposal to adopt the merger agreement. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the merger and the merger agreement, including the information set forth under the sections of this proxy statement entitled “The Merger” and “The Merger Agreement.” A copy of the merger agreement is attached as Annex A to this proxy statement. Approval of this proposal is a condition to the consummation of the merger. In the event this proposal is not approved, the merger cannot be consummated.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, we are asking Company stockholders to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to our named executive officers in connection with the transactions contemplated by the merger agreement, including consummation of the merger. As required by those rules, the Company is asking Company stockholders to vote on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the merger, as disclosed in the table entitled “Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger,” including the associated narrative discussion, and the agreements, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on executive compensation payable in connection with the consummation of the merger is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve such compensation and vice versa. Because the vote is advisory in nature only, it will not be binding on the Company, the Board, Parent or the surviving corporation; as the Company is contractually obligated to pay such compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the merger is consummated and regardless of the outcome of the advisory vote.

The special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary, to obtain additional votes to approve the merger agreement proposal. The Company currently does not intend to propose adjournment of the special meeting if there are sufficient votes in favor of the merger agreement proposal.

The Company is asking Company stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of any adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the merger agreement proposal at the time of the special meeting or adjournment thereof. The Company does not intend to call a vote on Proposal 3 if Proposal 1 is approved.

The Company is seeking the adoption by Company stockholders of the merger agreement the Company entered into on September 28, 2025 with Parent and Merger Sub. Under the terms of the merger agreement, subject to the satisfaction or waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent. The Board has authorized and approved the execution, delivery and performance by the Company of the merger agreement and declared the merger agreement advisable, and recommends that Holders vote to adopt the merger agreement.

The Board and senior management regularly review and evaluate the Company’s business and long-term strategy, competitive position, historical performance, future prospects and opportunities, with the goal of enhancing stockholder value. These reviews have included discussions as to the Company’s strategic alternatives, including continuing to execute on its strategy as a standalone company and exploring potential acquisition, business combination and sale transactions.

In connection with the exploration of potential strategic alternatives, members of management have routinely met with representatives of strategic companies and financial sponsors to discuss trends and developments in the digital interactive entertainment industry, market conditions, and the Company’s business and to assess whether there may be opportunities to pursue transactions that would enhance value for the Company’s stockholders. The Board of Directors of the Company (the “Board”) was regularly updated regarding such discussions.

Since 2020, Saudi Arabia’s Public Investment Fund (which we refer to as “PIF”) has made a series of equity investments in the Company through open market purchases of Company common stock. On February 14, 2022, PIF filed its initial Schedule 13G disclosing an ownership stake in the Company of approximately 5% of the Company’s then outstanding shares of common stock, and on February 14, 2024, PIF filed its latest amended Schedule 13G disclosing that its ownership stake in the Company was approximately 9.2% of the Company’s then outstanding shares of common stock. From time to time, members of Company management have engaged with representatives of PIF on a variety of topics, including the Company’s financial performance and strategy, governance topics and matters relating to the gaming and interactive entertainment industry generally.

Members of Company management have also engaged from time to time with representatives of Silver Lake to discuss the Company’s business and developments in the gaming industry and the technology sector more generally. On March 2, 2025, representatives of Silver Lake sent Andrew Wilson, the Company’s Board Chair and Chief Executive Officer, a set of materials that Silver Lake had prepared about the Company. Representatives of Silver Lake informed Mr. Wilson that Silver Lake had shared these materials with Affinity Partners (which we refer to as “Affinity”). Representatives of Silver Lake also noted that PIF could be a potential co-investor in any such strategic transaction. In this section of this proxy statement “—Background of the Merger”, we refer to PIF, Silver Lake and Affinity as the “Investors”.

In early April 2025, representatives of the Company provided Silver Lake with high-level information about trends in the interactive entertainment industry and the strategic positioning of the Company.

During the second half of May 2025, Mr. Wilson and other members of Company management had various discussions from time to time with representatives of the Investors, and such representatives discussed, among other things, the possibility of exploring a potential strategic transaction with the Company. No transaction proposal was made and no specific terms of a potential transaction were discussed during this time. As of May 2025, PIF’s ownership stake in the Company represented approximately 9.9% of the Company’s then outstanding shares of common stock, but PIF had not acquired any shares of Company common stock since its latest amended Schedule 13G filed on February 14, 2024.

On June 4, 2025, the Board held a meeting, which was attended by members of senior management. Mr. Wilson provided the Board with an update on his discussions with representatives of the Investors to date, including their indication that they might be interested in exploring a potential strategic transaction with the Company as co-investors. Mr. Wilson noted, however, that none of the Investors had made any transaction proposal or proposed any specific terms for such a transaction. Following discussion, the Board authorized

Company management to continue to engage in discussions with the Investors regarding their possible interest in exploring a potential strategic transaction with the Company and to provide Company information to them pursuant to a confidentiality agreement in connection with such discussions.

Over the next several weeks, members of Company management gathered information about the Company and engaged in periodic discussions with representatives of the Investors regarding their potential review of Company information. They also sent drafts of a confidentiality agreement to each of the Investors.

On June 30, 2025, the Board held a meeting, which was attended by members of senior management. During the meeting, the Board and management discussed the Company’s long-range and short-range financial plans.

On July 2, 2025, each of Silver Lake and Affinity signed a confidentiality agreement with the Company, and on July 5, 2025, PIF signed a confidentiality agreement with the Company. All three confidentiality agreements contained standstill provisions that would permit confidential proposals regarding a transaction to be made to the Company and terminate upon the Company’s execution of a definitive agreement providing for a change-of-control transaction.

On July 8 and 9, 2025, members of the Company’s management met with representatives of the Investors. At these meetings, the Company provided such representatives with an overview of the Company and its business and answered questions from such representatives. No transaction proposal was made and no specific terms of a potential transaction were discussed. Mr. Wilson subsequently provided the Board with an update regarding these meetings.

On July 15 and 16, 2025, the Company provided representatives of the Investors with access to a virtual data room containing the materials reviewed at the July 8-9 meeting and certain financial information.

On August 6 and 7, 2025, Mr. Wilson met with representatives of the Investors. During these meetings, such representatives discussed the Investors’ views on the Company’s business and the industry in which it operates and possible interest in exploring a potential strategic transaction with the Company. No transaction proposal was made and no specific terms of a potential transaction were discussed.

On August 14, 2025, the Board held a regularly scheduled meeting, which was attended by members of senior management, representatives of Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), the Company’s outside counsel, and representatives of Goldman Sachs & Co. LLC (“Goldman Sachs”), the Company’s outside financial advisor. During this meeting, Mr. Wilson provided the Board with an update on the status of his discussions with the Investors. Mr. Wilson noted that the Investors had not yet provided a proposal or otherwise indicated that they would make a proposal for a strategic transaction with the Company. The representatives of Wachtell Lipton then provided the members of the Board with an overview of their fiduciary duties and other legal considerations in this context, including the duties that would apply if a proposal were to be received from any of the Investors. The representatives of Wachtell Lipton also discussed the Board’s role in the process and key factors in evaluating a potential proposal. Following discussion, it was the consensus of the Board that management should continue to engage in discussions with the Investors regarding their possible interest in exploring a strategic transaction with the Company.

In late August, there were meetings and calls between representatives of the Investors and the Company’s management to discuss business and financial information regarding the Company that had been provided to such representatives.

On September 2, 2025, members of Company management had a meeting with representatives of Silver Lake and Affinity to discuss the status of their review of the Company’s business and financial information that was previously provided and their potential interest in exploring a strategic transaction involving the Company. No transaction proposal was made and no specific terms of a potential transaction were discussed.

On September 12, 2025, a representative of the Investors communicated to the Company, through representatives of Goldman Sachs, that the Investors were interested in understanding whether the Company would explore a transaction in which an acquisition vehicle jointly funded by them would acquire all outstanding shares of the Company for $200.00 per share in cash. The Investors’ representative noted that the Investors’ determination to explore any such transaction was subject to further consideration by the Investors based on the

Company’s feedback and additional work that the Investors would need to complete before proceeding with any transaction, including due diligence, obtaining debt financing commitments and negotiating transaction documentation. On September 12, 2025, the closing price of the Company common stock on Nasdaq was $172.38.

On September 15, 2025, the Board held a meeting, which was attended by members of senior management and representatives of Wachtell Lipton and Goldman Sachs. Mr. Wilson provided the Board with an update on the status of discussions with representatives of the Investors, and representatives of Goldman Sachs described the September 12, 2025 discussion. Representatives of Goldman Sachs then reviewed the potential $200 per share transaction price and a variety of financial analyses of the Company. The representatives of Goldman Sachs also reviewed the key assumptions underlying the different financial analyses. The directors and advisors engaged in a discussion regarding the financial analyses and the risks and opportunities associated with the Company’s standalone plan, including risks to achieving the projected results reflected in the management projections. The directors and advisors also discussed how the different financial analyses could inform potential feedback to the Investors. The directors then discussed, together with management and representatives of Goldman Sachs, whether there were other potential counterparties that should be contacted prior to entry into any agreement with the Investors. After discussion, the directors concluded that the Company should not contact other potential counterparties, based on their view that (1) there would not likely be any other potential counterparties that would have both a strategic interest in, and the financial wherewithal to pursue, the potential transaction that could compete with the Investors on price and certainty of closing; and (2) there were significant risks and potential for disruption to the Company’s business in reaching out to other parties (including the risk of losing the Investors’ interest and risk of a leak). In addition, as explained by representatives of Wachtell Lipton and Goldman Sachs, potential counterparties would have an opportunity to make a bid after the signing of a definitive agreement (though the Company would have to pay a termination fee if the Company accepted such bid). The advisors and the Board then reviewed the fiduciary duties of the Board and certain process considerations, including diligence, debt financing, negotiation of the merger agreement and financing commitments. Following the discussion, the directors indicated they were supportive of authorizing management to engage in continued discussions with the Investors to explore a potential transaction at a price of between $210.00 and $212.00 per share. The Board noted that management could determine the precise feedback to communicate to the Investors, with this goal in mind. On September 15, 2025, the closing price of the Company common stock on Nasdaq was $171.77.

On September 16, 2025, representatives of the Company’s management relayed the Company’s feedback to a representative of the Investors. They explained the Board’s view that a transaction price of $200.00 per share would be insufficient, and noted that the Board would be willing to continue discussions on the basis of a per share price of $215.00. The representative of the Investors requested time to discuss and consider the feedback on value with all members of the Investors, noting that the Company had recently experienced a significant increase in stock price from its 52-week low closing price of $116.53 per share and that the Investors may not have capacity to explore a transaction at a price meaningfully higher than $200.00 per share.

On September 17, 2025, representatives of the legal advisor to the Investors, Kirkland & Ellis LLP (“Kirkland”), were provided access to a virtual data room containing legal due diligence materials. Throughout the ensuing transaction discussions, the Investors and their respective advisors conducted legal, accounting and tax confirmatory due diligence, including on diligence calls with members of the Company’s management.

On September 18, 2025, on behalf of the Company, representatives of Wachtell Lipton sent a draft merger agreement to Kirkland. The merger agreement included, among other provisions, a “window shop” provision, which provided that the Company would pay the acquiror a lower termination fee if the Company terminated the merger agreement in order to accept, or the acquiror terminated the merger agreement as a result of a Board recommendation in favor of, a superior proposal made within 60 days after the date of the merger agreement. The merger agreement also included a “hell or high water” regulatory efforts obligation, obligating the acquiror to take all actions necessary to obtain all antitrust and foreign direct investment approvals, and provided that the acquiror would be obligated to pay to the Company a reverse termination fee if the acquiror breached the agreement or failed to close the merger when required under the merger agreement. The merger agreement also permitted the Company to continue its regular quarterly dividend of $0.19 per share between the signing and closing of the merger.

Also on September 18, 2025, a representative of the Investors communicated to the Company that the Investors were interested in understanding whether the Board would explore a transaction at a price of $205.00 per share.

Following the discussion, and based on the Board’s September 15, 2025 authorization, the Company’s management determined to provide feedback to the Investors that the Board would be interested in exploring a potential transaction at a price of $212.00 per share. Accordingly, on September 19, 2025, at the direction of the Company’s management, representatives of Goldman Sachs communicated to a representative of the Investors that the Company would be willing to continue to engage with the Investors to explore a potential transaction based on a price of $212.00 per share.

On September 21, 2025, a representative of the Investors communicated to the Company that the Investors were interested in understanding whether the Company would be interested in exploring a potential transaction at a price of $208.00 per share.

On September 22, 2025, on behalf of the Investors, representatives of Kirkland sent a revised draft of the merger agreement to representatives of Wachtell Lipton. Among other changes, the revised draft agreement prohibited the Company from continuing its regular quarterly dividend of $0.19 per share between the signing and closing of the potential transaction. The revised merger agreement also reduced the window-shop period from 60 days to 35 days and increased the termination fee for an offer received both during and after the window-shop period. The revised merger agreement also deleted the “hell or high water” regulatory efforts obligation, leaving only an obligation to use “reasonable best efforts” to obtain regulatory approvals, and did not include any obligation for the acquiror to pay the Company a “reverse termination fee” in the event that regulatory approvals were not obtained or the acquiror breached the agreement.

Also on September 22, 2025, the Board held a meeting, which was attended by members of senior management and representatives of Wachtell Lipton and Goldman Sachs. Mr. Wilson provided the Board with an update on the status of discussions with the Investors, including their most recent contemplated price of $208.00 per share. Following discussion, the Board authorized management of the Company and the Company’s advisors to communicate to the Investors that the Company would be willing to continue to engage with the Investors to explore a potential transaction based on a “best and final” price of $210.00 per share and that the Company would continue its regular quarterly dividend of $0.19 per share between the signing and closing of any transaction.

Later that day, the Company, through representatives of Goldman Sachs, communicated to a representative of the Investors that the Board was willing to continue to engage with the Investors to explore a potential transaction based on an offer price of $210.00 per share, and that the Company must retain the right to continue its regular quarterly dividend of $0.19 per share between the signing and closing of any transaction. The Company also conveyed that this feedback reflected the Company’s “best and final” position. Representatives of the Investors requested the Company’s consent pursuant to their confidentiality agreements with the Company to engage with JP Morgan regarding potential debt financing for the transaction, and the Company provided its consent. On September 22, 2025, the closing price of the Company common stock on Nasdaq was $173.42.

Later on September 22, 2025, at the request of the Investors, representatives of JP Morgan and its legal counsel were given access to the virtual data room. Thereafter, representatives of JP Morgan and its counsel engaged in due diligence, including participating in diligence calls with members of the Company’s management, and negotiated the terms of the debt commitments with the Investors and the Company.

On September 23, 2025, the Company’s management provided Goldman Sachs with updated, finalized non-public, unaudited prospective financial information about the Company for fiscal years 2026 through 2031, including the Tax Asset Forecasts (which we collectively refer to as the “Financial Forecasts”).

On September 24, 2025, on behalf of the Company, representatives of Wachtell Lipton sent a revised draft of the merger agreement to representatives of Kirkland. Among other changes, the revised draft of the merger agreement reinserted the right of the Company to continue its regular quarterly dividend of $0.19 per share between the signing and closing of the potential transaction. The revised merger agreement also increased the window-shop period from 35 to 45 days after signing, reduced the termination fees payable if the Company were

to terminate the agreement to accept, or the acquiror were to terminate the merger agreement as a result of a Board recommendation in favor of, a superior proposal and provided for a “reverse termination fee” payable by Parent to the Company if regulatory approvals were not obtained or if the acquiror breached the agreement.

On September 26, 2025, a representative of the Investors communicated to the Company that the Investors were willing to proceed to seek to finalize a transaction on the basis of $210.00 per share and on the basis that the Company could continue its regular quarterly dividend of $0.19 per share between the signing and closing of a transaction. The parties and their legal advisors also continued to negotiate the terms of the merger agreement and the other transaction agreements, including negotiating the terms of the debt commitments with JP Morgan.

Shortly prior to the close of market on September 26, 2025, the Wall Street Journal published an article stating that the Investors were in advanced talks to acquire the Company. The closing price of the Company common stock on Nasdaq on September 25, 2025, the last day prior to the Wall Street Journal article, was $168.32.

On September 27, 2025, on behalf of the Investors, representatives of Kirkland sent a revised draft of the merger agreement to representatives of Wachtell Lipton, reflecting the outcome of their negotiations on material terms in the agreement, including that the Company could continue its regular quarterly dividend of $0.19 per share between the signing and closing of the potential transaction, a $540 million termination fee payable by the Company during the window-shop period, and that both the regular termination fee payable by the Company after the window-shop period and the reverse termination fee payable by the acquiror would be $1 billion.

On September 28, 2025, the Board held a meeting, with members of the Company’s senior management and representatives of Wachtell Lipton and Goldman Sachs in attendance. Mr. Wilson provided the Board with an update on the latest discussions with the Investors, including the Investors’ revised proposal of $210.00 per share and willingness to permit continuation of the Company’s regular quarterly dividend of $0.19 per share between signing and closing. Mr. Wilson also apprised the Board that the Company had not received any acquisition proposals or inbound indications of interest following speculative media reports. Representatives of Wachtell Lipton reviewed with the Board its fiduciary duties and summarized and discussed the terms of the proposed merger agreement and other transaction documents, including the draft debt and equity financing commitments. Representatives of Goldman Sachs reviewed with the Board Goldman Sachs’ financial analysis regarding the $210.00 per share merger consideration proposed by the Investors for the acquisition of all outstanding shares of the Company (other than the shares held by PIF, which would be contributed to the acquisition vehicle). Representatives of Goldman Sachs delivered Goldman Sachs’ oral opinion to the Board, which was subsequently confirmed by delivery of a written opinion, dated September 28, 2025, which is attached to this proxy statement as Annex D, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Goldman Sachs’ opinion, the $210.00 in cash per share to be paid to the holders of Company common stock (other than Parent and its Affiliates) pursuant to the merger agreement was fair, from a financial point of view, to such holders. After discussion and consideration of a variety of factors, including those discussed under “—Reasons for the Merger,” and the factors discussed at the Board’s September 15 meeting, the Board determined that it was prepared to move forward with approval of the transaction. Director Talbott Roche recused herself from the Board’s vote as discussed under “—Certain Other Relationships.” The Board then resolved, by unanimous vote of the directors voting, to (1) determine that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, the Company and its stockholders, (2) determine that it is in the best interests of the Company and its stockholders and declare it advisable for the Company enter into the merger agreement, (3) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants contained in the merger agreement and the consummation of the merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained in the merger agreement, (4) recommend that the stockholders of the Company vote to adopt the merger agreement, and (5) directed that the merger agreement be submitted to the Company’s stockholders for their adoption.

Later on September 28, 2025, representatives of Wachtell Lipton and the Company and representatives of Kirkland and the Investors finalized the transaction documents, at which point the parties thereto executed the merger agreement and the other transaction agreements.

On September 29, 2025, prior to the start of trading, the Company issued a press release announcing the execution of the merger agreement and the transaction.

At the special meeting of the Board on September 28, 2025, after consideration, including of the material factors described in the section below entitled “—Reasons for the Merger,” and detailed discussions with the Company’s management and its legal and financial advisors, at such meeting and prior meetings of the Board, the Board:

After careful consideration, the Board, at a meeting held on September 28, 2025, (1) determined that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, the Company and its stockholders, (2) determined that it is in the best interests of the Company and its stockholders and declared it advisable to enter into the merger agreement, (3) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained in the merger agreement and the consummation of the merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained the merger agreement, (4) resolved to recommend that the stockholders of the Company vote to adopt the merger agreement, in each case on the terms and subject to the conditions set forth in the merger agreement, and (5) directed that the merger agreement be submitted to the Company’s stockholders for their adoption. Accordingly, the Board recommends that the stockholders of the Company vote “FOR” the merger proposal, “FOR” the compensation proposal, and “FOR” the adjournment proposal.

In reaching this decision, the Board consulted with the Company’s management and its legal advisor and financial advisor and considered a variety of factors weighing in favor of the merger, including without limitation the following:

In the course of its deliberations, the Board also considered a variety of risks and other countervailing factors related to the merger agreement and the merger, including the following material factors:

In addition, the Board was aware of and considered the fact that the Company’s directors and executive officers may have financial interests in the merger that may be different from, or in addition to, those of the Company common stockholders generally, as described more fully below in the section of this proxy statement entitled “—Interests of the Company’s Directors and Executive Officers in the Merger.”

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. In view of the wide variety of factors considered by the Board in connection with its evaluation of the merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board. Rather, the Board made its determination and recommendation based on the totality of the information available to the Board, including discussions with, and questioning of, the Company’s management and its financial and legal advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

This explanation of the Board’s reasons for its recommendations and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Other than annual and quarterly guidance and certain long-term financial targets, the Company does not, as a matter of course, publicly disclose forecasts as to future performance, earnings or other results due to the unpredictability of the underlying assumptions and estimates. However, the Company has included in this proxy statement a summary of certain financial forecasts of the Company, certain of which were furnished to the Board and Goldman Sachs (the Company’s financial advisor), in connection with the discussions concerning the proposed merger.

The Financial Forecasts (as defined below) were not prepared with a view toward public disclosure or complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles in the United States (“GAAP”).

No assurances can be made regarding future events and the estimates and assumptions underlying the Financial Forecasts. The Financial Forecasts necessarily involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Company operates and the risks and uncertainties described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are outside the control of the Company and, upon consummation of the merger, will be beyond the control of the Consortium, Parent and the surviving corporation. Company stockholders are urged to review the Company’s SEC filings for a description of risk factors with respect to the Company’s business. There can be no assurance that the assumptions underlying the Financial Forecasts will prove to be accurate or that the projected results will be realized. Actual results may differ materially from those reflected in the Financial Forecasts, whether or not the merger is consummated. The inclusion in this proxy statement of the Financial Forecasts should not be regarded as an indication that the Company, the Board, Goldman Sachs, any members of the Consortium or any other person considered, or now consider, these forecasts to be a reliable predictor of future results. The Financial Forecasts are not fact, and neither they nor any underlying assumptions should be relied on as being indicative of future results. Readers of this proxy statement are cautioned not to place reliance on this information. The Financial Forecasts assumed that the Company would continue to operate as a standalone company and do not reflect any impacts of the merger.

Certain of the financial measures included in the Financial Forecasts are “non-GAAP financial measures.” These non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. In addition, these non-GAAP measures have limitations in that they do not reflect all of the items that would be associated with the Company’s results of operations as determined in accordance with GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting and differ from GAAP measures with the same names and may differ from non-GAAP financial measures with the same or similar names that are used by other companies.

Due to the inherent limitations of non-GAAP financial measures, investors should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. The footnotes to the tables below provide certain supplemental information with respect to the calculation of these non-GAAP financial measures.

The Financial Forecasts included in this document have been prepared by, and are the responsibility of, the Company’s management. KPMG LLP, the Company’s independent registered public accounting firm, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying Financial Forecasts and, accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. The KPMG LLP report incorporated by reference in this document relates to the Company’s previously issued financial statements. It does not extend to the Financial Forecasts and should not be read to do so.

The non-GAAP financial measures included in the Financial Forecasts were prepared by management and approved by the Company for use by Goldman Sachs and were used and relied on by Goldman Sachs in connection with rendering its opinion and performing its financial analysis in connection therewith and by the Board for its consideration of the merger. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Financial Forecasts, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Financial Forecasts are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to the most directly comparable GAAP financial measure. Reconciliations of these non-GAAP financial measures were not provided to or relied on by the Board or Goldman Sachs in connection with their respective evaluations of the merger. Accordingly, the Company has not provided a reconciliation of the non-GAAP financial measures included in the Financial Forecasts to the relevant GAAP financial measures.

By including in this proxy statement the Financial Forecasts below, neither the Company nor any members of the Consortium nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Financial Forecasts. Accordingly, the Financial Forecasts should not be construed as financial guidance, nor relied on as such, and the Financial Forecasts may differ in important respects from other guidance provided by the Company and which the Company’s management prepared based on a different set of assumptions. The inclusion of the Financial Forecasts in this proxy statement does not constitute an admission or representation by the Company that the information contained therein is material. The Financial Forecasts reflected the opinions, estimates and judgments of the Company’s management at the time they were prepared and have not been updated to reflect any subsequent changes. NONE OF THE COMPANY, PARENT, MERGER SUB OR ANY MEMBERS OF THE CONSORTIUM OR, AFTER CONSUMMATION OF THE MERGER, THE SURVIVING CORPORATION, UNDERTAKES ANY OBLIGATION, EXCEPT AS REQUIRED BY LAW, TO UPDATE OR OTHERWISE REVISE THE FINANCIAL FORECASTS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION, CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS OR THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR.

The Company’s management prepared the Financial Forecasts, which were relied on by the Board in reaching its determination on September 28, 2025 to authorize and approve the execution, delivery and performance by the Company of the merger agreement and were prepared by management and approved by the Company for use and reliance by Goldman Sachs in connection with presenting its financial analyses to the Board on September 28, 2025, which was followed with the rendering and delivery to the Board of its opinion dated as of September 28, 2025, as summarized in the section of this proxy statement entitled “—Opinion of the Company’s Financial Advisor.” Certain of the Financial Forecasts were also made available to the Consortium.

The following table sets forth a summary of the Financial Forecasts. The summary of the Financial Forecasts is not included in this proxy statement to induce any Company stockholder to vote in favor of adopting the merger agreement proposal or approving any other proposals to be voted on at the special meeting or to influence any Company stockholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to their shares of Company common stock.

Goldman Sachs rendered its opinion to the Board that, as of September 28, 2025, and based upon and subject to the factors and assumptions set forth therein, the $210.00 in cash per share of Company common stock to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement, was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated September 28, 2025, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Shares should vote with respect to the merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of the Company regarding the past and current business operations, financial condition, and future prospects of the Company; reviewed the reported price and trading activity for the Company common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the video game industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the Board’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with, or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Board’s consent that the Financial Forecasts and Tax Asset Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, the Company or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the $210.00 in cash per share of Company common stock to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the merger, whether relative to the $210.00 in cash per share of Company common stock to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Company common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company, Parent or the merger, or as to the impact of the merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 25, 2025, the last full trading day prior to published market speculation regarding a potential sale of the Company, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs analyzed the consideration to be paid to holders of shares of Company common stock (other than Parent and its affiliates) pursuant to the merger agreement in relation to (a) the unaffected closing price per Share on September 25, 2025, the last full trading day prior to published market speculation regarding a potential sale of the Company, (b) the volume weighted average price (“VWAP”) per share of Company common stock for the 30-trading day period ending September 25, 2025, (c) the VWAP per share of Company common stock for the 90-trading day period ending September 25, 2025, (d) the VWAP per Share for the six-month period ending September 25, 2025, (e) the highest closing price per share of Company common stock for the 52-week period ending September 25, 2025, and (f) the median broker target price per share of Company common stock.

This analysis indicated that the price per share of Company common stock to be paid to the holders of shares of Company common stock pursuant to the merger agreement represented:

Illustrative Discounted Cash Flow Analysis. Using the Financial Forecasts and the Tax Asset Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per share of Company common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 7.5% to 9.5%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2025 (i) estimates of unlevered free cash flow for the Company for the fiscal years 2026 through 2031, as reflected in the Financial Forecasts, and (ii) a range of illustrative terminal values for the Company, which were calculated by applying perpetuity growth rates ranging from 2% to 3%, to a terminal year estimate of the unlevered free cash flow to be generated by the Company, as reflected in the Financial Forecasts (which analysis implied perpetuity growth rates ranging from 2% to 3%). The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Financial Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. In addition, using a discount rate of 8.5%, reflecting an estimate of the Company’s cost of equity, Goldman Sachs discounted to present value as of September 25, 2025, the estimated benefits of the Company’s NOLs and certain other tax benefits for the years 2026 through 2031, as reflected in the Tax Asset Forecasts. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Company the amount of the Company’s total debt and debt-like items and added the amount of the Company’s cash and cash equivalents, in each case, as provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Company common stock, as provided by and approved for Goldman Sachs’ use by the management of the Company, using the treasury stock method, to derive a range of illustrative present values per share of Company common stock ranging from $137 to $220.

Illustrative Present Value of Future Share Price Analysis. Using the Financial Forecasts, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Company common stock. For this analysis, Goldman Sachs first calculated the implied enterprise value for the Company as of March 31 for each of the fiscal years 2026 through 2028, by applying a range multiples of illustrative enterprise value (“EV”) to next twelve month (“NTM”) Adjusted EBITDA (“EV/NTM EBITDA)” of 14.0x to 16.0x to estimates of the Company’s NTM Adjusted EBITDA for each of the fiscal years 2026 through 2028. This illustrative range of NTM Adjusted EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical NTM Adjusted EBITDA multiples for the Company.

Goldman Sachs then subtracted the amount of the Company’s total debt and debt-like items and added the amount of the Company’s cash and cash equivalents for each of the fiscal years 2026 to 2028, each as provided by and approved for Goldman Sachs’ use by the management of the Company, from the respective implied enterprise values in order to derive a range of illustrative equity values as of March 31 for the Company for each of the fiscal years 2026 to 2028. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding Shares each of fiscal years 2026 to 2028, calculated using information provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of implied future values per share of Company common stock. Goldman Sachs then discounted these

implied future values per share of Company common stock to June 30, 2025 using an illustrative discount rate of 8.5%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs then added the present values of the cumulative dividends per share of Company common stock expected to be paid to holders of shares of Company common stock through the end of each of fiscal years 2026 to 2028, using the Financial Forecasts. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present value per share of Company common stock of $157 to $236.

Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from July 30, 2015 through September 25, 2025 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were greater than or equal to $5 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25^th percentile and 75^th percentile premiums of the price paid in the 179 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 32% across the period. This analysis also indicated a 25^th percentile premium of 20% and 75^th percentile premium of 51% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 20% to 51% to the undisturbed closing price per share of Company common stock of $168.32 as of September 25, 2025 and calculated a range of implied equity values per share of Company common stock of $203 to $255.

Goldman Sachs also reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2019 through September 25, 2025 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were greater than or equal to $500 million. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25^th percentile and 75^th percentile premiums of the price paid in the approximately 480 transactions relative to the target’s highest closing price in the 52-week period prior to announcement of the transaction. This analysis indicated a median premium of 6% across the period. This analysis also indicated a 25^th percentile premium of (9)% and 75^th percentile premium of 22% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of (9)% to 22% to the 52-week high closing price per share of Company common stock of $179.01 (August 14, 2025) prior to September 25, 2025 and calculated a range of implied equity values per share of Company common stock of $163 to $218.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company, Parent or the merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Board as to the fairness from a financial point of view of the $210.00 in cash per share of Company common stock to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between the Company and Parent and was approved by the Board. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or its board of directors or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex D.

Goldman Sachs and its affiliates (collectively, “Goldman Sachs Affiliated Entities”) are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including the members of the Consortium, and any of their respective affiliates and, as applicable, portfolio companies, including the Kingdom of Saudi Arabia and/or its agencies and instrumentalities (collectively, “Relevant Entities”) or any currency or commodity that may be involved in the merger contemplated by the merger agreement. Goldman Sachs Investment Banking has an existing lending relationship with the Company and Silver Lake and/or their respective majority-owned subsidiaries (excluding, if applicable, portfolio companies) or funds thereof. Goldman Sachs acted as financial advisor to the Company in connection with, and participated in certain of the negotiations leading to, the merger contemplated by the merger agreement. During the two-year period ended September 28, 2025, Goldman Sachs Investment Banking has not been engaged by the Company or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs has provided certain financial advisory and/or underwriting services to PIF and/or its Related Entities from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to notes of PIF in October 2023 and January 2024; as bookrunner with respect to notes of Saudi National Bank, a portfolio company of funds associated with PIF, in June 2025; as bookrunner with respect to an equity follow on of Aston Martin Lagonda Global Holdings plc, a portfolio company of funds associated with PIF, in November 2024; as financial advisor to Aston Martin Lagonda Global Holdings plc, a portfolio company of funds associated with PIF, with respect to an investment from Lawrence Stroll / Yew Tree Consortium in May 2025; as a bookrunner with respect to a convertible note of Lucid Group, Inc, a portfolio company of funds associated with PIF, in April 2025; and as financial advisor to Savvy Esports Investment Limited, a portfolio company of funds associated with PIF, with respect to the acquisition of a minority stake in VSPN in November 2023. During the two-year period ended September 28, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to PIF and/or its affiliates and portfolio companies of approximately $24.3 million. As of September 28, 2025, Goldman Sachs Investment Banking was mandated by PIF and/or its Related Entities to provide financial advisory and/or underwriting services unrelated to the merger with respect to one or more matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking currently expects that it would recognize compensation in an aggregate amount less than the transaction fee expected in connection with the merger. Goldman Sachs also is currently providing and has provided certain financial advisory and/or underwriting services to Silver Lake and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to the term loan facilities of Endeavor Group Holdings, Inc. relating to the financing of Silver Lake’s acquisition of Endeavor Group Holdings, Inc. in January 2025; as financial advisor to Silver Lake in the acquisition of Endeavor Group Holdings, Inc. in March 2025; as placement agent with respect to a private placement of equity in Plaid Inc., a portfolio company of funds associated with Silver Lake, in March 2025; as bookrunner with respect to the initial public offering of Klarna Group plc, a portfolio company of funds associated with Silver Lake, in September 2025; as financial advisor to SolarWinds Corporation, a portfolio company of Silver Lake, in its sale to Turn/River Capital in April 2025; as bookrunner with respect to notes of Dell Technologies Inc, a portfolio company of funds associated with Silver Lake, in March 2025; and as financial advisor to Verily Life Sciences LLC, a portfolio company of funds associated with Silver Lake, with respect to the sale of its Granular Insurance Company to Elevance Health in May 2025. During the two-year period ended September 28, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Silver Lake and/or its Related Entities of approximately $154.7 million. As of September 28, 2025, Goldman Sachs Investment Banking was mandated by Silver Lake and/or its Related

Entities to provide financial advisory and/or underwriting services unrelated to the merger with respect to one or more matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking currently expects that it would recognize compensation in an aggregate amount in excess of the transaction fee expected in connection with the merger. During the two-year period ended September 28, 2025, Goldman Sachs Investment Banking has not been engaged by Affinity Partners or its Related Entities to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. As of September 28, 2025, Goldman Sachs Investment Banking was not mandated by Affinity Partners and/or its Related Entities to provide financial advisory and/or underwriting services. Goldman Sachs Investment Banking may also in the future provide financial advisory and/or underwriting services to the Relevant Entities and their respective affiliates and/or as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation.

As of September 28, 2025, Goldman Sachs Affiliated Entities had (i) no direct GS Principal Investment (as defined below) in the Company and/or its affiliates (excluding any significant shareholder and its other affiliates), (ii) an aggregate direct GS Principal Investment of approximately $1.28 million in PIF and/or its Related Entities (excluding any significant shareholder and its other affiliates), (iii) an aggregate direct GS Principal Investment of approximately $207.2 million in Silver Lake and/or its Related Entities (excluding any significant shareholder and its other affiliates) and (iv) an aggregate direct GS Principal Investment of $0.23 million in a fund managed by Silver Lake (or one of its affiliates) that is expected to provide equity financing for the Merger (the “Silver Lake Participating Fund”). A core member of the Goldman Sachs Investment Banking team serving as financial advisor to the Company in connection with the merger, or a family member of such team member, also has an indirect equity investment in the Silver Lake Participating Fund. As of September 28, 2025, funds managed by affiliates of Goldman Sachs Investment Banking were co-invested with PIF and Silver Lake and/or their respective affiliates and have invested in equity interests of funds managed by affiliates of Silver Lake. Such funds managed by affiliates of Goldman Sachs Investment Banking may co-invest with, and invest in equity interests of, the Sponsors and/or their respective affiliates or funds managed thereby in the future.

On the public side of Goldman Sachs’ informational wall (the “Public Side”) and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Entities, and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending, and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (collectively, “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.

For purposes of this section of this proxy statement, (x) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity, and (y) the following terms have the definitions set forth below:

GS Principal Investments (including any associated commitments) are (i) direct balance sheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (ii) direct investments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and former employees and not third party clients. GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments, or warrants or equity kickers received in connection with senior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal Investments also do not include investments by funds managed by Goldman Sachs Affiliated Entities which funds are almost entirely for the benefit of third party clients (“GS Client Funds”), which funds can co-invest alongside, and/or make Investments in, the Relevant Entities or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill a fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument.

Related Entities are, as applicable, a person or entity’s subsidiaries, affiliates, portfolio companies and/or funds managed thereby.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated September 25, 2025, the Company formally engaged Goldman Sachs to act as its financial advisor in connection with the merger. The engagement letter between the Company and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $110 million, $10 million of which became payable at announcement of the merger, and the remainder of which is contingent upon consummation of the merger. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

If the Company stockholder approval is obtained, the other conditions to the closing of the merger are either satisfied or (to the extent permitted by law) waived and the merger is consummated, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement and in accordance with the DGCL. As the surviving corporation in the merger, the Company will continue to exist following the merger as a wholly owned subsidiary of Parent.

At the effective time, each share of Company common stock issued and outstanding immediately prior to the effective time (other than excluded shares) will be cancelled and converted into the right to receive $210.00 in cash, without interest. Company stockholders who properly and validly exercise and do not withdraw their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by the DGCL. For more information, please see the section of this proxy statement entitled “—Appraisal Rights.” Following the merger, all of the Company common stock will be beneficially owned by Parent, and none of the current Company stockholders will, by virtue of the merger, have any ownership interest in, or be a stockholder of, the Company, the surviving corporation or Parent.

For information regarding the effects of the merger on the Company’s outstanding equity awards, please see the section below entitled “—Interests of the Company’s Directors and Executive Officers in the Merger” and the section of this proxy statement entitled “The Merger Agreement—Company Equity Awards.”

Shares of Company common stock are currently registered under the Exchange Act and listed on Nasdaq under the trading symbol “EA.” Following the consummation of the merger, shares of Company common stock will no longer be traded on Nasdaq or any other public market. In addition, the registration of Company common stock under the Exchange Act is expected to be terminated, and, upon such termination, the Company will no longer be required to file periodic and other reports with the SEC with respect to the Company common stock.

In the event that the Company stockholder approval is not obtained or if the merger is not consummated for any other reason, Company stockholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, the Company will remain an independent public company, the Company common stock will continue to be listed and traded on Nasdaq, the Company common stock will continue to be registered under the Exchange Act, and the Company stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock.

If the merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of your Company common stock, including the risk that the market price of Company common stock may decline to the extent that the current market price of the Company common stock reflects a market assumption that the merger will be consummated. If the merger is not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances the Company is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement.”

Under certain circumstances, if the merger is not consummated, the Company may be obligated to pay to Parent a termination fee of $1.0 billion (provided that the Company termination fee will be reduced to $540 million under

certain circumstances) and, under certain other specified circumstances, Parent may be required to pay the Company a termination fee of $1.0 billion. Please see the sections of this proxy statement entitled “The Merger Agreement—Company Termination Fee” and “The Merger Agreement—Parent Termination Fee.”

We presently anticipate that the total funds needed to complete the merger and the related transactions will be approximately $55 billion, which will be funded via equity and debt financing described below. The obligation of Parent and Merger Sub to consummate the merger is not subject to any financing condition. Parent and Merger Sub have represented to the Company that, subject to satisfaction of certain conditions in the merger agreement, the financing provided pursuant to the commitment letters will provide sufficient cash proceeds to satisfy all of Parent’s payment obligations under the merger agreement on the closing date. This includes funds needed to (1) pay the Company’s stockholders the merger consideration due under the merger agreement for their Company common stock, (2) make payments in respect of all outstanding Company equity awards payable at the closing of the merger pursuant to the merger agreement, (3) repay the existing indebtedness required (or elected) to be repaid in accordance with the merger agreement, and (4) pay fees and expenses related to the merger and related transactions.

Parent and Merger Sub have obtained committed financing consisting of (1) equity to be provided by the members of the Consortium pursuant to the terms of the equity commitment letters and (2) debt financing to be provided pursuant to the debt commitment letter by the Lenders. In connection with the merger agreement, Parent and Merger Sub have delivered to the Company copies of the commitment letters. Notwithstanding anything in the merger agreement to the contrary, in no event will the receipt or availability of any funds or financing (including the financing contemplated by the commitment letters) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub under the merger agreement.

Pursuant to the equity commitment letters, the members of the Consortium have severally committed to contribute or cause to be contributed to Parent at the closing of the merger certain equity financing for the purpose of funding the Required Amounts. The obligations of the members of the Consortium to provide the equity financing under the equity commitment letters are subject to a number of conditions, including, but not limited to (1) the terms and conditions of the applicable equity commitment letter, (2) satisfaction or written waiver by Parent of each of the conditions to the obligations of the Parent and Merger Sub to consummate the merger set forth in Sections 7.1 and 7.2 of the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to such conditions being capable of being satisfied at such time), (3) the substantially concurrent consummation of the merger on the terms and subject to the conditions set forth in the merger agreement (assuming the funding of the commitments) and (4) the prior or substantially concurrent receipt by Parent, Merger Sub or the Company of (a) the debt financing and (b) with respect to each equity commitment letter, the equity commitments under the other equity commitment letters (provided that this subclause (b) does not limit the ability of Parent or, subject to the terms of the applicable equity commitment letter, the Company to seek enforcement of that equity commitment letter if Parent or the Company is concurrently seeking enforcement of obligations of any other equity investor under any other equity commitment letter). We refer to the equity financing described in the preceding sentence as the “equity financing.”

The obligation of the members of the Consortium to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of (1) the closing of the merger and the payment of the equity financing commitments and the Required Amounts (only after which the obligations under the applicable equity commitment letter will be discharged), (2) the valid termination of the merger agreement in accordance with its terms and (3) the Company or any of its controlled affiliates commencing any proceeding against the applicable equity investor, Parent, Merger Sub, or any of their respective affiliates, advisors or representatives in connection with the applicable equity commitment letter, corresponding limited guarantee, or the merger agreement, other than certain permitted proceedings.

The Company is an express third-party beneficiary of the equity commitment letter solely with respect to (i) specifically enforcing the obligations of each member of the Consortium to fund its respective commitment under the applicable equity commitment letter in accordance with the merger agreement, (ii) the Company’s

express consent rights with respect to an assignment of the applicable member of the Consortium’s obligations, (iii) enforcing obligations of confidentiality with respect to the applicable equity commitment letter, and (iv) the Company’s express consent right with respect to an amendment of the applicable equity commitment letter.

The debt commitment letter provides that the Lenders will provide, upon the terms and subject to the conditions set forth in the debt commitment letter, debt financing.

The debt financing contemplated by the debt commitment letter consists of various term loan facilities, bridge facilities (which may be replaced with senior notes), and a revolving loan facility (collectively, the “Credit Facilities”). The Credit Facilities will be used (1) to effect the merger and related transactions on the closing date, (2) to repay the existing indebtedness required (or elected) to be repaid in accordance with the merger agreement, (3) to pay fees and expenses related to the merger and related transactions and (4) for working capital, capital expenditures and other general corporate purposes.

The obligation of the Lenders to provide the debt financing under the debt commitment letter is subject to a number of customary conditions, including, but not limited to (as applicable):

Pursuant to the limited guarantees, the members of the Consortium severally agreed to guarantee the due and punctual observance, performance and discharge of the payment obligations of Parent with respect to (1) the aggregate amount of the Parent termination fee, (2) any interest and enforcement expenses due by Parent pursuant to legal proceedings as a result of Parent’s failure to timely pay the Parent termination fee as required (subject to a $20 million cap on such interest and expenses), (3) the reimbursement and indemnification

obligations of Parent to the Company and its representatives in connection with the debt financing and (4) any and all damages, losses, costs and expenses resulting from Parent or Merger Sub’s fraud or willful and material breach of the merger agreement, subject to certain limitations ((1) through (4) collectively, the “guaranteed obligations”). The aggregate guaranteed obligations of the Consortium under the limited guarantees are subject to an aggregate cap equal to $1.02 billion.

Subject to specified exceptions, the limited guarantees will terminate upon the earliest of:

The guaranteed obligations under the limited guarantee will also terminate in the event that the Company or any of its affiliates institute certain non-permitted suits, actions or other proceedings or make certain non-permitted claims.

If the merger is consummated, persons who do not wish to accept the merger consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 of the DGCL and, if all procedures described in Section 262 of the DGCL are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights.” This proxy statement serves as a notice of such appraisal rights pursuant to Section 262 of the DGCL.

Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement.

They will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 of the DGCL could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 of the DGCL is required. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262 of the DGCL, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A copy of Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 of the DGCL and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should carefully review Section 262 of the DGCL and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262 of the DGCL. As used in this section entitled “Appraisal Rights,” the word “stockholder” means a holder of record of shares of Company common stock, the words “beneficial owner” mean a person who is the beneficial owner of shares of Company common stock held either in voting trust or by a nominee on behalf of such person and the word “person” means any individual corporation, partnership, unincorporated association or other entity. A person who loses his, her or its appraisal rights will be entitled to receive the merger consideration under the merger agreement.

A holder of record or a beneficial owner of shares of Company common stock who (1) continuously holds such shares through the effective time, (2) has not voted in favor of or otherwise consented to the merger in writing or otherwise withdrawn, lost or waived appraisal rights (but failure to vote against the merger, alone, will not constitute a waiver of appraisal rights), (3) strictly complies with the procedures under Section 262 of the DGCL, (4) does not thereafter withdraw his, her or its demand for appraisal of such shares and (5) in the case of a beneficial owner, a person who (a) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (b) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined below), will be entitled to receive the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value.

Section 262 of the DGCL requires that where a merger agreement is to be submitted for adoption at a meeting of stockholders, the stockholders be notified that appraisal rights will be available not less than 20 days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. This proxy statement constitutes the Company’s notice to our stockholders that appraisal rights are available in connection with the merger, in compliance with the requirements of Section 262 of the DGCL. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 of the DGCL, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply timely and properly with the requirements of Section 262 of the DGCL will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your shares of Company common stock, you must satisfy each of the following conditions: you must deliver to the Company a written demand for appraisal of your shares of Company common stock before the taking of the vote on the merger, which demand must reasonably inform us of the identity of the holder of record of shares of Company common stock who intends to demand appraisal of his, her or its shares of Company common stock and, for beneficial owners only, such demand must be accompanied by documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be, and must provide an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List; you must not vote or submit a proxy in favor of the proposal to adopt the merger agreement; you must hold your shares of Company common stock continuously through the effective time; and you must comply with the other applicable requirements of Section 262 of the DGCL.

A Company stockholder or beneficial owner who elects to exercise appraisal rights must mail his, her or its written demand for appraisal to the following address:

A record holder who holds shares of Company common stock as a nominee for others, such as a broker, fiduciary, depositary or other nominee, may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares as to which such person is the record owner. In such case, the demand must set forth the number of shares of Company common stock covered by such demand. Where the number of shares of Company common stock is not expressly stated, the demand will be presumed to cover all shares of Company common stock outstanding in the name of such record owner. If you hold your shares of Company common stock through a bank, broker or other nominee and you wish such holder, as the holder of record of your shares of Company common stock, to exercise appraisal rights on your behalf, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

Within ten days after the effective time, the surviving corporation must give written notice that the merger has become effective to each of (1) each Company stockholder who has properly filed a written demand for appraisal and who did not vote in favor of the proposal to adopt the merger agreement and (2) any beneficial owner who has demanded appraisal under Section 262 of the DGCL. At any time within 60 days after the effective time, any person who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the merger consideration specified by the merger agreement for that person’s shares of Company common stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal.

Within 120 days after the effective time, but not thereafter, the surviving corporation and any person who has properly and timely demanded appraisal and otherwise complied with Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court, with a copy served on the surviving corporation in the case of a petition filed by a stockholder or beneficial owner of shares of Company common stock, demanding a determination of the fair value of the shares of Company common stock held by all persons that have demanded appraisal. There is no present intent on the part of the Company or the surviving corporation to file an appraisal petition and persons seeking to exercise appraisal rights should assume that the Company and the surviving corporation will not file such a petition or initiate any negotiations with respect to the fair value of shares of Company common stock. Accordingly, persons who desire to have their shares of Company common stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL. If, within 120 days after the effective time, no petition has been filed as provided above, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement.

In addition, within 120 days after the effective time, any person who has theretofore complied with the applicable provisions of Section 262 of the DGCL will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of Company common stock not voted in favor of the merger and with respect to which demands for appraisal were received by the surviving corporation and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand for appraisal, the record holder of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement must be given within ten days after the written request therefor has been received by the surviving corporation or within ten days after the expiration of the period for the delivery of demands as described above, whichever is later.

Upon the filing of a petition by a person, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation shall be required to, within 20 days after such service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal of their shares of Company common stock and with

whom the surviving corporation has not reached agreements as to the value of such shares (the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to all such persons set forth on the Chancery List.

If a petition for an appraisal is timely filed by a person, at the hearing on such petition, the Delaware Court will determine which persons have complied with Section 262 of the DGCL and have become entitled to appraisal rights provided thereby. The Delaware Court may require the persons who have demanded an appraisal of their shares of Company common stock and who hold shares represented by certificates to submit their certificates of shares of Company common stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such person. If immediately before the merger, the shares of the class or series of stock of the corporation were listed on a national securities exchange, the Delaware Court will dismiss the appraisal proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal or (2) the value of the consideration provided in the merger for such total number of shares exceeds $1 million.

Upon application by the surviving corporation or any person entitled to participate in the appraisal proceedings, the Delaware Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the Chancery List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262 of the DGCL.

Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court shall determine the fair value of shares of Company common stock taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the effective time through the date the judgment is paid at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares of Company common stock as determined by the Delaware Court, and (2) interest theretofore accrued, unless paid by the surviving corporation as part of the pre-judgment payment to the person.

When the fair value of the shares of Company common stock is determined, the Delaware Court will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same.

Although the Company believes that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and persons should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Moreover, the surviving corporation does not anticipate offering more than the merger consideration to any person exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of the relevant shares of Company common stock is less than the merger consideration.

In determining “fair value,” the Delaware Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any

element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation.

In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting person’s exclusive remedy.

The cost of the appraisal proceeding may be determined by the Delaware Court and taxed upon the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for his, her or its attorneys’ and expert witness fees, although, upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and expert witness fees, be charged pro rata against the value of all shares of Company common stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court are subject to appellate review by the Delaware Supreme Court.

From and after the effective time, no person who has duly demanded appraisal in compliance with Section 262 of the DGCL will be entitled to vote for any purpose any shares of Company common stock subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to Company stockholders at a date prior to the effective time.

No appraisal proceeding in the Delaware Court shall be dismissed as to any person without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under Section 262(j) of the DGCL; provided, however, that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined such a proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger within 60 days after the effective time. If no petition for appraisal is filed with the Delaware Court within 120 days after the effective time, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262 of the DGCL, on the other hand, Section 262 of the DGCL will govern.

In considering the recommendation of the Board to vote in favor of the approval of the merger agreement, the Company’s stockholders should be aware that the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Board was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to approve and adopt the merger agreement and the transactions contemplated by the merger agreement (including the merger), and in recommending to the Company’s stockholders that the merger agreement be approved. Such interests are described below. The merger will be a “change in control” for purposes of the Company’s executive compensation and benefit plans and agreements described below.

The Company’s executive officers who are named executive officers for purposes of the discussion below are Andrew Wilson (Chief Executive Officer), Stuart Canfield (Chief Financial Officer), Laura Miele (President of EA Entertainment & Central Development), Mala Singh (Chief People Officer) and Jacob Schatz (EVP of Global Affairs & Chief Legal Officer). The Company has one executive officer who is not a named executive officer for purposes of the discussion below: Eric Kelly (Senior Vice President and Chief Accounting Officer).

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including the assumptions described above, and do not reflect or attempt to forecast certain compensation actions that may occur before completion of the merger, the actual amounts to be received by the executive officers and directors of the Company may materially differ from the amounts set forth below.

At the effective time, outstanding Company equity awards will be treated as follows, subject to all required withholding taxes:

Pursuant to the Company’s Amended and Restated Change in Control Severance Plan (the “Change in Control Plan”), in which all of the Company’s executive officers participate, if an executive officer’s employment is terminated by the Company without “cause” or by the executive officer for “good reason” (each as defined in the Change in Control Plan), in each case within 18 months following the effective time, or during the three-month period immediately preceding the effective time if such termination is made in connection with the merger, all outstanding Company equity awards held by such executive officer will fully vest. The “double-trigger” vesting protection applicable to Company equity awards held by executive officers will remain in effect with respect to the Replacement Cash Awards into which such equity awards are converted at the effective time.

For an estimate of the amounts that would be realized by each of the Company’s named executive officers on the Assumed Closing Date in respect of their Company equity awards that are unvested and outstanding on such date, see the section entitled “—Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger” below.

The estimated aggregate value of the unvested Company equity awards held by the executive officer who is not a named executive officer is $3,348,240 (assuming, for the Company PSU awards, that actual performance is equal to target performance) and the estimated aggregate value of the unvested Company RSUs held by all non-employee directors of the Company that are outstanding on the Assumed Closing Date is $2,134,440.

The Company maintains the Change in Control Plan, in which all of the Company’s executive officers participate. Under the Change in Control Plan, if an executive officer’s employment is terminated by the Company without “cause” or by the executive officer for “good reason” (each as defined in the Change in Control Plan), in each case, within 18 months following the Effective Time, or during the three-month period immediately preceding the effective time if such termination is made in connection with the merger, the executive officer will be eligible for the following change-in-control severance benefits (subject to such executive officer’s execution and non-revocation of a release agreement, which includes a non-disparagement covenant in favor of the Company):

The Change in Control Plan contains a “best net” cutback provision, which provides that if the executive officer would be subject to an excise tax under Section 4999 of the Code, the benefits to the executive officer will be reduced to the amount that does not trigger the excise tax, unless the executive officer would retain greater value (on an after-tax basis) by receiving all benefits and paying the applicable excise, income and payroll taxes.

See the section entitled “—Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger” below for the estimated amounts that each of the Company’s named executive officers would receive under the Change in Control Plan upon a qualifying termination of employment following the effective time. Based on the assumptions described above under “—Certain Assumptions,” the estimated aggregate value of the change-in-control severance benefits (excluding the value of accelerated vesting of Company equity awards, which is described separately under “—Treatment of Outstanding Company Equity Awards,” and the prorated bonus, which is addressed separately under the “Other Compensation Matters” below) that the executive officer who is not a named executive officer would receive under Change in Control Plan, upon a qualifying termination of employment following the effective time, is $685,993 (assuming no reduction in payments or benefits for purposes of the excise tax under Section 4999 of the Code).

Any of the Company’s executive officers who become officers or employees or who otherwise are retained to provide services to Parent or the surviving corporation may, before, on, or following the closing, enter into new individualized compensation arrangements with Parent or the surviving corporation and may participate in cash or equity incentive or other benefit plans maintained by Parent or the surviving corporation. As of the date of this proxy statement, no new individualized compensation arrangements between the Company’s executive officers and Parent or the surviving corporation have been established.

Pursuant to the terms of the merger agreement, the Company’s non-employee directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies

following the merger. Such indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Indemnification and Insurance” beginning on page 79 of this proxy statement.

Under the merger agreement, the Company may determine performance achievement for the fiscal 2026 annual bonuses (the “2026 Bonuses”) for Company employees (including executive officers) as of the latest practicable date prior to the effective time, and if an eligible employee’s employment terminates after the effective time but before payment of the 2026 Bonus under circumstances entitling the employee to severance, the employee will receive the full amount of the 2026 Bonus. Accordingly, based on the assumed termination date of November 10, 2025 used for this disclosure, the executive officers are assumed to receive the 2026 Bonus in full rather than a prorated payment under the Change in Control Plan, although this reflects the illustrative assumptions required under the applicable SEC rules rather than the anticipated timing of the effective time.

See the section entitled “—Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger” beginning on page 57 of this proxy statement for the estimated amount of the 2026 Bonus that each of the Company’s named executive officers would receive under the terms of the merger agreement. For the Company’s executive officer who is not a named executive officer, the amount of the 2026 Bonus is $229,900.

In addition to the payments and benefits described above, under the terms of the merger agreement, the Company may take certain actions to mitigate any potential impact of Sections 280G and 4999 of the Code and to help maximize the net after-tax proceeds for individuals who may be subject to the excise tax under Section 4999 of the Code. After using its best efforts to implement mitigation strategies, the Company may, if any such individuals are subject to such excise tax, enter into make-whole agreements with any such impacted individuals to make them whole for any negative economic impact resulting from the application of Section 4999 of the Code, with aggregate payments not to exceed $50 million. As of the date of this proxy statement, the Company has not determined whether any such make-whole payments will be made and has not entered into any make-whole agreements.

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of the Company that is based on, or otherwise relates to, the merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “—Interests of the Company’s Directors and Executive Officers in the Merger” above.

The amounts shown in the table below are illustrative estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the requirement that there be a qualifying termination of employment, the assumptions described above under “—Certain Assumptions” and in the footnotes to the table, do not reflect certain compensation actions that may occur before completion of the merger. Further, the table below assumes no reduction in payments or benefits for purposes of the excise tax under Section 4999 of the Code and does not reflect any amounts that may become payable under potential Section 280G make-whole arrangements, which have not been entered into, and for which no amounts have been determined, as of the date of this proxy statement.

Certain members of the Board have current or past relationships with members of the Consortium or their affiliates, all of which were disclosed to, and reviewed by, the Board.

The following discussion is a general summary of U.S. federal income tax considerations relevant to U.S. holders (as defined below) with respect to the disposition of Company common stock pursuant to the merger. This summary is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger and is not a substitute for tax advice. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as

amended (the “Code”), applicable U.S. Treasury Regulations promulgated thereunder, judicial opinions, and administrative rulings and published positions of the Internal Revenue Service (the “IRS”), each as in effect on the date hereof and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes or varying interpretations could affect the accuracy of the statements and conclusions set forth herein. The IRS may not agree with the tax consequences described in this discussion.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of Company common stock that is (or is treated as), for U.S. federal income tax purposes:

This discussion applies only to holders of Company common stock who hold such shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address or consider any tax consequences arising under any alternative minimum tax, the Medicare tax on net investment income, the Foreign Account Tax Compliance Act (including the U.S. Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith), or any federal laws other than those pertaining to the U.S. federal income tax. Further, no information is provided with respect to any tax consequences under U.S. state, local, or non-U.S. laws.

This discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a holder of Company common stock in light of such holder’s particular circumstances or that may be relevant to Company stockholders subject to special rules, such as, for example:

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes is a beneficial owner of Company common stock, the U.S. federal income tax treatment of the partnership and a partner in the partnership will generally depend on the status of the partner, the status and activities of the partnership and certain determinations made at the partner level. Partnerships holding Company common stock and partners therein should consult their own tax advisors as to the particular U.S. federal income tax consequences to them in light of the transaction.

ALL HOLDERS OF COMPANY COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

In general, the receipt of cash by a U.S. holder in exchange for Company common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder who receives cash in exchange for shares of Company common stock pursuant to the merger will generally recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received and such U.S. holder’s adjusted tax basis in such shares of Company common stock.

Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period for such shares exceeds one year as of the date of the merger. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of Company common stock at different times or different prices, such U.S. holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of Company common stock.

A U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding (currently, at a rate of 24%) with respect to the cash received pursuant to the merger. To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return an IRS Form W-9, certifying under penalties of perjury that such U.S. holder is a “United States person” (within the meaning of the Code), the taxpayer identification number provided is correct, and such U.S. holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner.

The parties to the merger agreement are obligated to cooperate with each other and use their respective reasonable best efforts to take all actions and promptly do all things necessary, proper or advisable under applicable laws to obtain the regulatory approvals required under the merger agreement as promptly as reasonably practicable, including, among other things, (1) preparing and filing all documentation necessary or

advisable to obtain any required regulatory approvals, (2) obtaining any required regulatory approvals from the applicable governmental authorities, (3) avoiding or defending against any actions, lawsuits or other legal proceedings challenging, interfering with or delaying the consummation of the merger and the other transactions contemplated by the merger agreement in connection with any required regulatory approvals.

Under the merger agreement, the merger cannot be completed until the waiting period applicable to the merger under the HSR Act has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration or termination of a 30-day waiting period following the parties’ filings of their HSR Act notification and report forms. If the Federal Trade Commission (which we refer to as the “FTC”) or the Antitrust Division of the Department of Justice (which we refer to as the “DOJ”) issues a request for additional information and documentary materials (which we refer to as a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after the parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. The parties made the required filings with the FTC and the DOJ on November 3, 2025.

At any time before or after consummation of the merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the merger will not be made or that, if a challenge is made, we will prevail.

In addition, the merger is conditioned on CFIUS Approval.

The merger is also subject to and cannot be completed until the receipt of antitrust and/or foreign investment approvals in certain other jurisdictions, including Canada and the European Union.

The parties have agreed to cooperate with each other and use their reasonable best efforts to make these filings as promptly as reasonably practicable. The relevant regulatory authorities could take such actions under the applicable regulatory laws as they deem necessary or desirable, including seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights.

The Company and Parent also intend to make all required filings under the Exchange Act relating to the merger and obtain all other approvals and consents that may be necessary to give effect to the merger.

Parent and the Company have agreed to cooperate with each other to cause the Company common stock to be delisted from Nasdaq and deregistered under the Exchange Act as soon as reasonably practicable following the effective time.

The following summarizes the material provisions of the merger agreement. This summary does not purport to be complete, may not contain all of the information about the merger agreement that is important to you, and is qualified in its entirety by the full merger agreement, as attached to this proxy statement as Annex A. We recommend that you read the merger agreement carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The merger agreement is included with this proxy statement only to provide you with information regarding the terms of the merger agreement and not to provide you with any other factual information regarding the Company, Parent, Merger Sub or their respective subsidiaries, affiliates or businesses. The merger agreement contains representations and warranties by each of the parties to the merger agreement. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:

You should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, Merger Sub or any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may have changed (and may continue to change) after the date of the merger agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. The Company will provide additional disclosure in its public reports of any material information necessary to provide the Company stockholders with a materially complete understanding of the disclosures relating to the merger agreement. See the section of this proxy statement entitled “Where You Can Find Additional Information.”

The summary of the material terms of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate by reference into this proxy statement.

The merger agreement provides that, upon the terms and subject to the conditions of the merger agreement, and the applicable provisions of the DGCL, at the effective time, Merger Sub will be merged with and into the Company, whereupon the separate corporate existence of Merger Sub will thereupon cease, and the Company will continue as the surviving corporation of the merger. As a result of the merger, the surviving corporation will become a subsidiary of Parent, and Company common stock will no longer be publicly traded. In addition, Company common stock will be delisted from Nasdaq and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations, and the Company will no longer file periodic reports with the SEC. If the merger is consummated, each share of Company common stock issued and outstanding

immediately prior to the effective time (other than excluded shares) will be cancelled and converted into the right to receive the merger consideration, subject to any applicable withholding taxes. The effective time will occur upon the filing of a Certificate of Merger with, and the acceptance of such filing by, the Secretary of State of the State of Delaware (or at such later time as the Company, Parent and Merger Sub may agree in writing and specify in the Certificate of Merger).

The closing will take place no later than the third business day following the day on which the last of the conditions to the closing (described in the section of this proxy statement captioned “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions) has been satisfied or waived, or such other time agreed to in writing by Parent and the Company; provided that if the marketing period has not ended on or prior to the date of such satisfaction or waiver, the closing will instead occur on the earlier of (a) a date during the marketing period specified by Parent to the Company upon three (3) business days’ notice and (b) the third business day following the last day of the marketing period. On the closing date, the Company will file a Certificate of Merger with the Secretary of State for the State of Delaware as provided under the DGCL. The merger will become effective upon the filing and acceptance for record of the Certificate of Merger, or such later time as may be agreed by the parties and specified in the Certificate of Merger.

From and after the effective time, the Company, as the surviving corporation in the merger, will possess all rights, privileges, immunities, powers and franchises of the Company and Merger Sub.

At the effective time, the certificate of incorporation of the Company, as in effect immediately prior to the effective time, will be amended and restated in its entirety to read as set forth in an exhibit to the merger agreement, and as so amended will be the certificate of incorporation of the surviving corporation until thereafter amended as provided therein or as provided by applicable law. At the effective time, the bylaws of Merger Sub as in effect immediately prior to the effective time will become the bylaws of the surviving corporation, except that references to Merger Sub’s name will be replaced with references to the surviving corporation’s name, until thereafter amended as provided therein, by the surviving corporation’s certificate of incorporation, or as provided by the applicable law. At the effective time, the board of directors of the surviving corporation will consist of the directors of Merger Sub as of immediately prior to the effective time, each to hold office in accordance with the certificate of incorporation and the bylaws of the surviving corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL and the surviving corporation’s certificate of incorporation and bylaws, and the officers of the Company as of immediately prior to the effective time will be the officers of the surviving corporation, each to hold office in accordance with the certificate of incorporation and the bylaws of the surviving corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL and the surviving corporation’s certificate of incorporation and bylaws.

At the effective time, each share of Company common stock issued and outstanding as of immediately prior to the effective time (other than excluded shares) will be cancelled and converted automatically into the right to receive the merger consideration, subject to any applicable withholding taxes.

At the effective time, shares of Company common stock owned by the Company and not held on behalf of third parties, shares of Company common stock owned by Merger Sub and the appraisal shares will automatically be cancelled and will cease to exist, without payment of the merger consideration. Each share of Company common stock that is owned by Parent will automatically be converted into one share of common stock of the surviving corporation.

Following the date of the merger agreement, the then current offering period (in effect as of September 28, 2025) will continue, but no new offering periods or purchase periods may be commenced pursuant to the Company ESPP and no employees may newly participate in or increase their contribution rates or purchase elections pursuant to the Company ESPP, except as may be required by applicable law.

If the effective time occurs prior to the end of such current offering period, all outstanding purchase rights under the Company ESPP will automatically be exercised, in accordance with the terms of the Company ESPP, no later than the Final Exercise Date. In addition, the Company ESPP will terminate effective no later than the second trading day before the effective time. Each share of Company common stock purchased on the Final Exercise Date will be cancelled at the effective time and converted into the right to receive the merger consideration in the same manner as other Company stockholders (less applicable tax withholding).

Prior to the effective time, Parent and Merger Sub will appoint and enter into a payment agent agreement with a bank or trust company reasonably acceptable to the Company to serve as the paying agent for the merger (the “payment agent”) and to make payments of the merger consideration to holders of Company common stock (other than holders of excluded shares). At or prior to the effective time, Parent will deposit (or cause to be deposited) with the payment agent an amount of cash sufficient to pay the aggregate merger consideration (other than in respect of excluded shares).

Promptly after the effective time (and in any event within three (3) business days following the closing date), the surviving corporation will cause the payment agent to mail to each holder of record of Company common stock (a) a letter of transmittal in customary form specifying that delivery will be effected, and risk of loss and title to the certificates representing such shares (the “certificates”) will pass, only upon delivery of the certificates to the payment agent (or affidavits of loss in lieu of certificates), (b) in the case of book-entry shares not held, directly or indirectly, through the DTC, such customary materials as mutually and reasonably agreed by Parent and the Company, and (c) instructions for effecting the surrender of the certificates (or affidavits of loss in lieu of the certificates) and book-entry shares, as applicable, in exchange for payment of the aggregate merger consideration to which such holders are entitled pursuant to the merger agreement. Following the provision of these materials and the effectuation of the instructions for use, the certificates so surrendered will be cancelled.

If any cash deposited with the payment agent is not claimed or is otherwise undistributed within one year following the effective time, such cash will be returned to Parent or the surviving corporation (as determined by Parent), and any holders of shares of Company common stock who have not complied with the exchange procedures in the merger agreement will thereafter look solely to the surviving corporation for payment of the merger consideration (subject to applicable law).

The merger agreement contains representations and warranties of the Company and Parent and Merger Sub.

Some of the representations and warranties in the merger agreement made by the Company are qualified as to materiality or Material Adverse Effect. For purposes of the merger agreement, with respect to the Company, “Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development that, individually or taken together, is materially adverse to the business financial condition of the Company and its subsidiaries, taken as a whole; provided, however, that no change, effect, event, occurrence, state of facts or development resulting from the following will constitute a Material Adverse Effect:

Except, with respect to bullets 1 through 8 above, if the Company and its subsidiaries, taken as a whole, are disproportionately adversely affected by such changes, effects, events, occurrences or developments relative to other companies in the industry in which the Company and its subsidiaries operate, then, solely to the extent of any such disproportionality, such changes, effects, events, occurrences or developments may be taken into account in determining whether a Material Adverse Effect has occurred.

In the merger agreement, the Company made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

In the merger agreement, Parent and Merger Sub made customary representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

The representations and warranties contained in the merger agreement will not survive the consummation of the merger.

The merger agreement provides that, from the date of the signing of the merger agreement until the earlier to occur of the termination of the merger agreement and the effective time, the Company will, and will cause its subsidiaries to, use commercially reasonable efforts to conduct their businesses in the ordinary course of business, and to preserve their business organizations intact and to maintain existing significant business relationships, except: (a) as required or expressly contemplated by the merger agreement, (b) as required by applicable law or order, (c) as approved in advance by Parent in writing (which approval will not be unreasonably withheld, delayed or conditioned), (d) as disclosed in the confidential disclosure schedule to the merger agreement, or (e) to the extent necessary to comply with the express provisions set forth in any material contract of the Company in effect as of the signing of the merger agreement.

Subject to the same exceptions mentioned above, the Company has also agreed that, during the period of time between the date of the signing of the merger agreement and the effective time, the Company will not, and will not permit any of its subsidiaries to, among other things:

For purposes of this proxy statement and the merger agreement:

“Acceptable Confidentiality Agreement” means a confidentiality agreement with the Company that is either (i) in effect as of the signing of the merger agreement or (ii) executed, delivered and effective after the execution and delivery of the merger agreement, in either case with customary provisions that are not less restrictive to the Company’s counterparty than the provisions of the confidentiality agreements between the members of the Consortium and the Company.

“Acquisition Proposal” means any proposal or offer by any person or group involving:

“Alternative Acquisition Agreement” means any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar binding agreement with respect to an Acquisition Proposal, other than an Acceptable Confidentiality Agreement relating to an Acquisition Proposal.

“Superior Proposal” means a bona fide written Acquisition Proposal (with references to “25% or more” in the definition of “Acquisition Proposal” deemed to be replaced with references to “more than 50%” in this definition) by a person or group that the Board determines in good faith, after consultation with its financial advisor and outside legal counsel and after taking into account such legal, financial, regulatory and other aspects of such proposal and the person or group making such proposal, as the Board deems relevant, to be more

favorable from a financial point of view to the Company stockholders (in their capacity as such) than the merger (taking into account, as the Board deems relevant, all legal, regulatory, financial, financing and other aspects of such proposal and, if applicable, any revisions committed to in writing by Parent).

During the period beginning as of the signing of the merger agreement and continuing until the earlier to occur of the termination of the merger agreement and the effective time, the Company is subject to customary “no-shop” restrictions on its ability to solicit alternative Acquisition Proposals from third parties and to provide information to, and participate in discussions and engage in negotiations with, third parties regarding any alternative Acquisition Proposals, subject to a customary “fiduciary out” provision. From the signing of the merger agreement until the earlier to occur of the valid termination of the merger agreement and the effective time, the Company will cease, and will cause its subsidiaries and their respective officers and directors to cease, and cause to be terminated any discussions or negotiations with any third party and such person’s representatives and terminate all access granted to any such person or group and its or their representatives to any physical or electronic data room (or other diligence access).

In addition, from the signing of the merger agreement until the earlier to occur of the valid termination of the merger agreement and the effective time, the Company will not, and will cause its subsidiaries, and its and their respective officers and directors not to, and will instruct each of its and their respective other representatives not to:

Notwithstanding these restrictions, prior to receipt of the Company stockholder approval, in response to a bona fide written Acquisition Proposal received after the signing of the merger agreement that did not result from a breach of the non-solicit restrictions, the Company or its representatives may (a) provide information in response to a request by a person or group who has made a bona fide written Acquisition Proposal if the Company receives from such person or group an Acceptable Confidentiality Agreement; provided that the Company must promptly make available (and, if applicable, provide copies of) any such information to Parent to the extent not previously made available; and (b) engage or participate in any discussions or negotiations with any person or group who has made such a bona fide written Acquisition Proposal, if and only to the extent that, in each such case referred to in clause (a) or (b) above, the Board determines in good faith based on the information then available and after consultation with its financial advisor and outside legal counsel that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal. In addition, notwithstanding anything to the contrary in the merger agreement, the Company may, prior to the receipt of the Company stockholder approval, seek clarification from (but not engage in negotiations with or provide nonpublic information to) any person or group that has made an Acquisition Proposal solely to clarify and understand the terms and conditions of such proposal to provide adequate information for the Board to make an informed determination.

The merger agreement provides that (subject to certain exceptions described below) the Board will not:

Notwithstanding the customary “no-shop” and change of recommendation restrictions, if prior to receipt of the Company stockholder approval, the Company receives a bona fide written acquisition proposal that did not result from a breach of such “no-shop” restrictions, the Board may effect a change of recommendation or terminate the merger agreement in order to enter into an Alternative Acquisition Agreement providing for a Superior Proposal, if prior to taking either such action:

In addition, in the event of any change to the financial terms of, or any other material amendment or material modification to, any Superior Proposal, the Company must deliver a new written notice to Parent and comply with the requirements in the four bullets above with respect to such new written notice, except that the advance written notice obligation will be reduced from five (5) to three (3) business days.

The Board, prior to receipt of the Company stockholder approval, may also effect a change of recommendation in response to an Intervening Event that occurs or arises after the signing of the merger agreement, if prior to taking such action:

In addition, in the event of any material changes regarding any Intervening Event, the Company must deliver a new written notice to Parent and comply with the requirements outlined in the four bullets above with respect to such new written notice, except that the advance written notice obligation set forth in the second bullet will be reduced from five (5) to three (3) business days.

An “Intervening Event” means any change, effect, event, occurrence, state of facts or development that was not known or reasonably foreseeable by the Board as of the signing of the merger agreement (or, if known or reasonably foreseeable, the magnitude or material consequences of which were not known or reasonably foreseeable by the Board as of the signing of the merger agreement). However, in no event will (a) the receipt of an Acquisition Proposal, (b) the change in the price or trading volume of the Company common stock or (c) the fact that the Company exceeds (or fails to meet) internal or published projections or guidance constitute or be deemed to contribute to an Intervening Event.

The Company has agreed to take all necessary action (in accordance with applicable law and the Company’s certificate of incorporation and bylaws) to convene the special meeting as promptly as reasonably practicable after clearance of this proxy statement by the SEC, for the purpose of considering and voting upon the adoption of the merger agreement and to cause such vote to be taken.

The Company has agreed to promptly notify Parent of any stockholder litigation against the Company or any of its representatives arising out of or relating to the merger agreement, the merger or any other transactions contemplated by the merger agreement (whether directly or on behalf of the Company and its subsidiaries or otherwise) (collectively, “transaction litigation”) and has further agreed to keep Parent reasonably informed regarding any such transaction litigation. As of the date of this proxy statement, there are no pending lawsuits challenging the merger. In the event that lawsuits arise, the Company has agreed to provide Parent (a) an opportunity to review and to propose comments to all filings or written responses to be made by the Company in connection with any transaction litigation, and the Company will give reasonable and good-faith consideration to any comments proposed by Parent and (b) the opportunity to otherwise participate in (but not to control) the defense and/or settlement of any such transaction litigation (in each case at Parent’s expense) and will consider in good faith Parent’s advice with respect to such transaction litigation. The Company may not settle or agree to settle any such stockholder litigation without Parent’s consent (which consent will not be unreasonably withheld, delayed or conditioned).

The Parent Entities will, and will cause their affiliates to, take all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the financings contemplated by the commitment letters (the “financing”) on the terms and subject to the conditions described in the commitment letters on or prior to the date on which the Merger is required to be consummated pursuant to the terms of the merger

agreement, including by (a) maintaining in effect the commitment letters, (b) satisfying on a timely basis all conditions in the commitment letters and the definitive agreements with respect to the financing, and (c) negotiating and entering into definitive agreements with respect to the financing. The Parent Entities will not consent to or agree to any amendment, replacement, supplement or modification to, or any waiver of, any provision or remedy under, the commitment letters or definitive agreements without the Company’s prior written consent. In no event shall the receipt or availability of any funds or financing (including any debt financing) by Parent or any of its affiliates be a condition to any of Parent’s obligations under the merger agreement.

Subject to the limitations set forth in the merger agreement, the Company will, and will cause each of its subsidiaries and their respective representatives to, use reasonable best efforts to provide Parent with customary cooperation for debt financings similar to the third-party debt financing that may be obtained by Parent in connection with the transactions contemplated by the merger agreement, to the extent reasonably requested by Parent in writing and at Parent’s sole expense, in connection with the arrangement of the debt financing. The Company’s obligations include providing reasonable and customary assistance with the marketing efforts for the debt financing (including in the preparation of customary marketing materials) and, to the extent required by the debt financing, facilitating the pledging of security interests in the Company’s property (provided that such security interests will not take effect prior to the closing).

The Company, its subsidiaries and their respective representatives have no obligation under the merger agreement to take actions in connection with the debt financing that could (1) require the Company or its subsidiaries or any of their respective representatives to pass resolutions or consents to approve or authorize the execution of the debt financing or enter into, execute or deliver any certificate, document, notice, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, in each case that are not conditioned on the occurrence of the closing (provided that the Company will, to the extent otherwise required by the merger agreement, use commercially reasonable efforts to cause persons who will continue as officers or directors, as applicable, of the Company or any of its subsidiaries after the effective time, and who will not be removed or replaced in connection therewith, to pass resolutions and to execute documents in their capacities as such officers or directors, in each case, which resolutions and documents are subject to and conditioned upon, and do not become effective until, the occurrence of closing); (2) cause any representation or warranty in the merger agreement to be breached by the Company, its subsidiaries or their respective representatives or cause any such party to make a representation, warranty or certification that, in good faith determination of such party, is not true; (3) require the Company, its subsidiaries or their respective representatives to pay any commitment or similar fee or incur any other expense, liability or obligation or require any such party to enter into or approve any debt financing that is not conditioned on the occurrence of the closing or have any obligation of any such party under any agreement, certificate, document or instrument be effective until the closing of the merger; (4) cause any officer, director, employee or stockholder or other representative of the Company, its subsidiaries or their respective representatives to incur any personal liability; (5) conflict with or violate the organizational documents of the Company, its subsidiaries or any of their representatives or any applicable laws or any applicable order or result in the disclosure or access to any trade secrets or competitively sensitive information to third parties and/or jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege; (6) conflict or be reasonably expected to result in a violation or breach of, or a default (with or without notice, lapse of time, or both) under, any contract to which the Company, its subsidiaries or any of their respective representatives is a party; (7) provide access or disclose information that the Company or any of its affiliates determine would jeopardize attorney-client privilege or other applicable privilege or protection of the Company or any of its affiliates; (8) require the delivery of any opinion of counsel; (9) require the Company, its subsidiaries or any of their respective representatives to consent to a pre-filing of UCC-1s or any other grant of liens or that result in any such party being responsible to any third parties for any representations or warranties prior to the closing, (10) require the Company, its subsidiaries or any of their respective representatives to prepare or deliver any (a) pro forma financial information or pro forma financial statements, (b) description of all or any portion of the debt financing, including any “description of notes,” “plan of distribution” and information customarily provided by investment banks or their counsel or advisors in preparation of an offering memorandum for private placements of non-convertible, high-yield debt securities issued pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended, (c) risk factors relating to all or any component of the debt financing, (d)(i) historical financial statements or other information required by Rule 3-05, Rule 3-09, Rule 3-10, Rule 3-16,

Rule 13-01 or Rule 13-02 of Regulation S-X under the Securities Act of 1933, as amended, (ii) any compensation discussion and analysis or other information required by Item 10, Item 402, Item 404 or Item 601 of Regulation S-K under the Securities Act of 1933, as amended, XBRL exhibits or any information regarding executive compensation or related persons related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A or (iii) separate subsidiary financial statements, (e) projections, (f) information regarding any post-closing or pro-forma cost savings, synergies, capitalization or ownership desired to be incorporated into any information used in connection with the debt financing or (g) information not reasonably available to the Company or its affiliates under their respective current reporting systems.

In no event shall the receipt or availability of any funds or financing (including any debt financing) by Parent or any of its affiliates be a condition to any of Parent’s obligations under the merger agreement.

Parent agrees that each employee who continues to be employed with the Company or its subsidiaries (each such employee, a “continuing employee”) will, during the period commencing on the closing of the merger and ending on the earlier of the first anniversary of the closing date or the continuing employee’s termination of employment, be provided with (i) a base salary or base wage rate no less than that in effect for such continuing employee immediately prior to the effective time, (ii) annual target cash bonus opportunities that are no less favorable than those in effect for such continuing employee immediately prior to the effective time and (iii) employee benefits (including vacation/leave, health, welfare and defined contribution retirement benefits, but excluding any defined benefit pension, retiree health or welfare, equity or equity-based, nonqualified deferred compensation, phantom equity, long-term incentive, employee stock purchase plan, transaction or change in control benefits, or ability to invest in employer securities via any qualified retirement plan) that are no less favorable in the aggregate than those provided to such continuing employee immediately prior to the effective time. Additionally, Parent agrees that each continuing employee who experiences a severance-qualifying termination within 12 months following the closing of the merger (or such longer period as required under the applicable severance plan) that would entitle such terminated continuing employee to severance benefits under the Company’s existing severance plan or policy will be provided with severance payments and benefits no less favorable than those that would have been provided to such continuing employee upon such a qualifying termination.

Parent will cause its applicable subsidiary to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any of Parent’s or its affiliates’ group health plans to be waived with respect to the continuing employees and their eligible dependents except for any waiting period, exclusions or requirements still applied to such continuing employee under the corresponding group health plan in which such continuing employee participated immediately before the effective time, (ii) for the plan year in which the effective time occurs, use reasonable best efforts to cause the amount of eligible expenses incurred and paid by each continuing employee and his or her eligible dependents that were credited to deductible and maximum out-of-pocket co-insurance requirements under Company benefit plans to be credited for purposes of satisfying the corresponding requirements under the corresponding benefit plans of Parent or its affiliates and (iii) cause any of its (or its affiliates’) benefit plans (including disability pay continuation plans) in which continuing employees are entitled to participate to take into account, for purposes of eligibility to participate, vesting (other than vesting of future equity awards) and benefit accrual thereunder (unless it would result in a duplication of benefits for the same period of service or for benefit accrual under any defined benefit plan), service by such continuing employees to the Company or any of its affiliates or predecessors prior to the effective time as if such service were with Parent, to the same extent and for the same purpose that such service was recognized under a comparable benefit plan.

The respective obligations of each of Parent, Merger Sub and the Company to consummate the merger are subject to the satisfaction or waiver of each of the following conditions:

In addition, the obligations of Parent and Merger Sub to consummate the merger are subject to the satisfaction or waiver by Parent of each of the following additional conditions:

In addition, the obligation of the Company to consummate the merger is subject to the satisfaction or waiver by the Company of each of the following additional conditions:

The merger agreement may be terminated by either the Company or Parent at any time prior to the effective time:

The merger agreement may be validly terminated by the Company prior to the effective time:

The merger agreement may be validly terminated by Parent prior to the effective time:

The Company will be required to pay the Company termination fee to Parent if the merger agreement is terminated in the following circumstances:

The “Company termination fee” is generally $1 billion, but is reduced to $540 million if:

Notwithstanding the foregoing, if the Company determines in good faith prior to the end of the 45-day window shop period that an Acquisition Proposal is a Superior Proposal, then the window shop period will be extended until 75 days following the signing of the merger agreement.

Parent will be required to pay the Parent termination fee to the Company if the merger agreement is terminated in the following certain circumstances:

Except in certain specified circumstances, whether or not the merger is completed, all costs and expenses incurred in connection with the merger and any other transactions contemplated by the merger agreement will be paid by the party incurring such expenses, except as otherwise expressly set forth in the merger agreement. The expenses incurred in connection with the filing fee for any notifications, filings and registrations required or advisable under the HSR Act or any other regulatory laws will be borne by Parent. The costs incurred in connection with the filing, printing and mailing of the proxy statement will be borne by the Company.

The merger agreement provides that, from and after the effective time, Parent will, and will cause the surviving corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable law and the Company’s articles of incorporation or bylaws in effect as of the signing of the merger agreement, each present and former director, officer and employee of the Company and its subsidiaries and each individual who was serving at the request of the Company or its subsidiaries as a director, officer, employee, member, trustee or fiduciary of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to (a) their service as such or (b) services performed by such parties at the request of the Company or its subsidiaries, in each case at or prior to the effective time, whether asserted or claimed prior to, at or after the effective time. Parent will also advance expenses as incurred to the fullest extent permitted under applicable law and the Company’s articles of incorporation or bylaws in effect as of the signing of the merger agreement.

In addition, for six years following the effective time, Parent and Merger Sub will maintain indemnification and exculpation provisions in the surviving corporation’s organizational documents that are at least as favorable as the current indemnification and exculpation provisions in the Company’s certificate of incorporation and bylaws.

Finally, the merger agreement requires the Company (or the surviving corporation as of the effective time) to purchase a six-year “tail” policy on terms that are at least as favorable as the Company’s directors’ and officers’ liability insurance policies as in effect as of the signing of the merger agreement, so long as the aggregate premium for such “tail” policy does not exceed 300% of the last annual premium paid by the Company for coverage prior to the signing of the merger agreement.

For more information, please refer to the section of this proxy statement captioned “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

Subject to certain limitations, Parent, Merger Sub and the Company are entitled to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of the merger agreement and to enforce specifically the performance of terms and provisions of the merger agreement, including the right of a

party to cause each other party to consummate the merger, in addition to any other remedy to which they are entitled at law or in equity. Parent, Merger Sub and the Company further agreed not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable or not appropriate for any reason, nor assert that a remedy of monetary damages would provide an adequate remedy for breach. Notwithstanding the foregoing, the parties agreed that the Company shall be entitled to specific performance of Parent’s and Merger Sub’s obligation to cause the equity financing to be funded under the commitment letters and consummate the closing, subject to certain additional requirements.

The maximum aggregate liability of Parent, Merger Sub, the equity investors, the guarantors, and any of their affiliates for breaches under the merger agreement will not exceed the amount of the Parent termination fee plus certain interest and expenses that may be owed to the Company due to the failure of Parent to timely pay the Parent termination fee (subject to a $20 million cap on such interest and expenses) plus reimbursement obligations to the Company in connection with the Company’s cooperation with Parent’s and Merger Sub’s financing efforts. The maximum aggregate liability of the Company and its affiliates for breaches under the merger agreement will not exceed the amount of the Parent termination fee plus certain interest and expenses that may be owed to Parent or Merger Sub due to the failure of the Company to timely pay the Company termination fee (subject to a $20 million cap on such interest and expenses). Notwithstanding such limitations of liability, Parent, Merger Sub and the Company may be entitled to an injunction, specific performance or other equitable relief as provided in the merger agreement, the equity commitment letters, the rollover agreement and the support agreements, as applicable, in each case subject to certain limitations.

The merger agreement may be amended, modified, or waived by a signed written agreement by Parent, Merger Sub and the Company at any time prior to the effective time (provided, after receipt of the Company stockholder approval, no amendment may be made that by law requires further approval of the Company stockholders without first obtaining such further approval).

The merger agreement is governed by Delaware law.

On September 28, 2025, PIF, which beneficially owned approximately 9.9% of the outstanding shares of Company common stock as of such date, entered into the Voting, Support and Rollover Agreement (the “rollover agreement”) with the Company and Parent, pursuant to which PIF agreed, among other things and subject to the terms of the rollover agreement, to vote all of its shares of Company common stock in favor of the transactions contemplated by the merger agreement and agreed with Parent to contribute immediately prior to the merger its shares of Company common stock to a newly formed holding entity of Parent (the “holding entity”) in exchange for equity of a newly formed holding entity. Immediately after the foregoing contribution, the holding entity will transfer the rollover shares to Parent, and as a result of the merger, each share of Company common stock held by Parent will automatically be converted into one share of common stock of the surviving corporation. PIF is prohibited from transferring any of its shares of Company common stock prior to the merger (other than in accordance with the rollover agreement, which permits transfers to permitted affiliates). Pursuant to the rollover agreement, PIF irrevocably and unconditionally waived and agreed not to exercise any rights under Section 262 of the DGCL. The obligations of PIF under the rollover agreement generally terminate on the earlier of (i) the effective time, (ii) the valid termination of the merger agreement and (iii) solely with respect to the obligation to vote in favor of the transactions contemplated by the merger agreement, the Company stockholder approval. For more information, please see full text of the rollover agreement, attached as Annex B to this proxy statement, which is incorporated by reference in this proxy statement in its entirety.

On September 28, 2025, certain directors and executive officers of the Company (the “supporting stockholders”), who collectively beneficially owned less than 1% of the outstanding shares of Company common stock, entered into Voting and Support Agreements (the “support agreements”) with the Company pursuant to which such supporting stockholders agreed, among other things and subject to the terms of the applicable support agreements, to vote all of their respective shares of Company common stock in favor of the transactions contemplated by the merger agreement. Pursuant to the support agreements, the supporting stockholders irrevocably and unconditionally waived and agreed not to exercise any rights under Section 262 of the DGCL. The obligations of the supporting stockholders under the support agreements generally terminate on the earlier of (i) the effective time, (ii) the valid termination of the merger agreement, (iii) the Board effecting a change of recommendation and (iv) solely with respect to the obligation to vote in favor of the transactions contemplated by the merger agreement, the Company stockholder approval. For more information, please see the full text of the form of support agreement, attached as Annex C to this proxy statement, which is incorporated by reference in this proxy statement in its entirety.

The following table shows, as of November 19, 2025, the number of shares of our common stock owned by our directors, NEOs, our current directors and executive officers as a group, and beneficial owners known to us holding more than 5% of our common stock. From time to time we engage in ordinary course business transactions with other companies in which one or more of our greater-than-5% beneficial owners may have an investment. As of November 19, 2025, there were 250,106,129 shares of our common stock outstanding. Except as otherwise indicated, the address for each of our directors and executive officers is c/o Electronic Arts Inc., 209 Redwood Shores Parkway, Redwood City, CA 94065.