ZNGA / Zynga Inc - Class A - SEC备案- 年度报告、委托书

ZNGA / Zynga Inc / Artisan Partners Limited Partnership - SC 13G/A Passive Investment

SC 13G/A SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2.

Filing Fee Table.**

Exhibit 107 Calculation of Filing Fee Table Schedule TO-I/A (Form Type) Zynga Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ZYNGA INC. (Name of Subject Company (Issuer)) Zynga Inc. Take-Two I

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ZYNGA INC. (Name of Subject Company (Issuer)) Zynga Inc. (Issuer) Take-Two Interactive Software, Inc. (Affiliate of Issuer) (Names of Filing Persons (identifying status as offeror, issuer or other person)) 0.25% Co

As filed with the Securities and Exchange Commission on June 3, 2022

As filed with the Securities and Exchange Commission on June 3, 2022 Registration Number 333-178529 Registration Number 333-183406 Registration Number 333-188282 Registration Number 333-193914 Registration Number 333-199959 Registration Number 333-206185 Registration Number 333-211201 Registration Number 333-217752 Registration Number 333-223109 Registration Number 333-229930 Registration Number 333-255838 Registration Number 333-258591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12B 1 d300217d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35375 Zynga Inc.* (Exact name of regis

As filed with the Securities and Exchange Commission on June 3, 2022

As filed with the Securities and Exchange Commission on June 3, 2022 Registration Number 333-178529 Registration Number 333-183406 Registration Number 333-188282 Registration Number 333-193914 Registration Number 333-199959 Registration Number 333-206185 Registration Number 333-211201 Registration Number 333-217752 Registration Number 333-223109 Registration Number 333-229930 Registration Number 333-255838 Registration Number 333-258591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on June 3, 2022

As filed with the Securities and Exchange Commission on June 3, 2022 Registration Number 333-178529 Registration Number 333-183406 Registration Number 333-188282 Registration Number 333-193914 Registration Number 333-199959 Registration Number 333-206185 Registration Number 333-211201 Registration Number 333-217752 Registration Number 333-223109 Registration Number 333-229930 Registration Number 333-255838 Registration Number 333-258591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on June 3, 2022

As filed with the Securities and Exchange Commission on June 3, 2022 Registration Number 333-178529 Registration Number 333-183406 Registration Number 333-188282 Registration Number 333-193914 Registration Number 333-199959 Registration Number 333-206185 Registration Number 333-211201 Registration Number 333-217752 Registration Number 333-223109 Registration Number 333-229930 Registration Number 333-255838 Registration Number 333-258591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

* * *

June 3, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

As filed with the Securities and Exchange Commission on June 3, 2022

S-8 POS 1 d333213ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 3, 2022 Registration Number 333-178529 Registration Number 333-183406 Registration Number 333-188282 Registration Number 333-193914 Registration Number 333-199959 Registration Number 333-206185 Registration Number 333-211201 Registration Number 333-217752 Registration Number 333-223109 Registration Num

As filed with the Securities and Exchange Commission on June 3, 2022

As filed with the Securities and Exchange Commission on June 3, 2022 Registration Number 333-178529 Registration Number 333-183406 Registration Number 333-188282 Registration Number 333-193914 Registration Number 333-199959 Registration Number 333-206185 Registration Number 333-211201 Registration Number 333-217752 Registration Number 333-223109 Registration Number 333-229930 Registration Number 333-255838 Registration Number 333-258591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on June 3, 2022

As filed with the Securities and Exchange Commission on June 3, 2022 Registration Number 333-178529 Registration Number 333-183406 Registration Number 333-188282 Registration Number 333-193914 Registration Number 333-199959 Registration Number 333-206185 Registration Number 333-211201 Registration Number 333-217752 Registration Number 333-223109 Registration Number 333-229930 Registration Number 333-255838 Registration Number 333-258591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on June 3, 2022

As filed with the Securities and Exchange Commission on June 3, 2022 Registration Number 333-178529 Registration Number 333-183406 Registration Number 333-188282 Registration Number 333-193914 Registration Number 333-199959 Registration Number 333-206185 Registration Number 333-211201 Registration Number 333-217752 Registration Number 333-223109 Registration Number 333-229930 Registration Number 333-255838 Registration Number 333-258591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on June 3, 2022

As filed with the Securities and Exchange Commission on June 3, 2022 Registration No.

As filed with the Securities and Exchange Commission on June 3, 2022

As filed with the Securities and Exchange Commission on June 3, 2022 Registration Number 333-178529 Registration Number 333-183406 Registration Number 333-188282 Registration Number 333-193914 Registration Number 333-199959 Registration Number 333-206185 Registration Number 333-211201 Registration Number 333-217752 Registration Number 333-223109 Registration Number 333-229930 Registration Number 333-255838 Registration Number 333-258591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on June 3, 2022

As filed with the Securities and Exchange Commission on June 3, 2022 Registration Number 333-178529 Registration Number 333-183406 Registration Number 333-188282 Registration Number 333-193914 Registration Number 333-199959 Registration Number 333-206185 Registration Number 333-211201 Registration Number 333-217752 Registration Number 333-223109 Registration Number 333-229930 Registration Number 333-255838 Registration Number 333-258591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on June 3, 2022

As filed with the Securities and Exchange Commission on June 3, 2022 Registration Number 333-178529 Registration Number 333-183406 Registration Number 333-188282 Registration Number 333-193914 Registration Number 333-199959 Registration Number 333-206185 Registration Number 333-211201 Registration Number 333-217752 Registration Number 333-223109 Registration Number 333-229930 Registration Number 333-255838 Registration Number 333-258591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on June 3, 2022

As filed with the Securities and Exchange Commission on June 3, 2022 Registration Number 333-178529 Registration Number 333-183406 Registration Number 333-188282 Registration Number 333-193914 Registration Number 333-199959 Registration Number 333-206185 Registration Number 333-211201 Registration Number 333-217752 Registration Number 333-223109 Registration Number 333-229930 Registration Number 333-255838 Registration Number 333-258591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ZYNGA INC. (Name of Subject Company (Issuer)) ZYNGA INC. TAKE-TWO IN

SC TO-I/A 1 d361990dsctoia.htm AMENDMENT NO. 1 TO SCHEDULE TO-I SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ZYNGA INC. (Name of Subject Company (Issuer)) ZYNGA INC. (Issuer) TAKE-TWO INTERACTIVE SOFTWARE, INC. (Affiliate of Issuer) (Names of Filing Persons (i

Filing Fee Table.**

Exhibit 107 Calculation of Filing Fee Table Schedule TO-I/A (Form Type) Zynga Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2022 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Amended and Restated Certificate of Incorporation of Zynga Inc.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ZYNGA INC. FIRST: The name of the corporation is Zynga Inc. (the ?Company?). SECOND: The registered office of the Company in the State of Delaware is located at 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801. The name of the registered agent of the Company at such address is The Corporation Trust Company. THIRD: The

Offer to Purchase and Notice of Fundamental Change, Make-Whole Fundamental Change, Share Exchange Event, Settlement Method and Entry into Supplemental Indenture to Holders of 0% Convertible Senior Notes due 2026, dated May 23, 2022.

Exhibit (a)(1)(ii) OFFER TO PURCHASE AND NOTICE OF FUNDAMENTAL CHANGE, MAKE-WHOLE FUNDAMENTAL CHANGE, SHARE EXCHANGE EVENT, SETTLEMENT METHOD AND ENTRY INTO SUPPLEMENTAL INDENTURE TO HOLDERS OF 0.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Schedule TO (Form Type) Zynga Inc. (Name of Subject Company (Issuer)) Zynga Inc. (Issuer) Take-Two Interactive Software, Inc. (Affiliate of Issuer) (Names of Filing Person (Issuer)) Table 1: Transaction Valuation Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $1,564,605,417(1) 0.00927% $145,038.92(2) Fees Previously Paid $0.00 $0.00

First Supplemental Indenture, dated May 23, 2022, by and among Zynga Inc., Zebra MS II, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference herein to Exhibit 4.1 to the Current Report on Form 8-K filed by Zynga Inc. on the date hereof).

Exhibit 4.1 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (?Supplemental Indenture?), dated as of May 23, 2022, among Zynga Inc., a Delaware corporation (the ?Company?), Zebra MS II, Inc. (the ?Successor Company?), Take-Two Interactive Software, Inc., a Delaware corporation (?Take-Two?), and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2022 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ZYNGA INC. (Name of Subject Company (Issuer)) ZYNGA INC. TAKE-TWO INTERACTIVE SOFTW

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ZYNGA INC. (Name of Subject Company (Issuer)) ZYNGA INC. (Issuer) TAKE-TWO INTERACTIVE SOFTWARE, INC. (Affiliate of Issuer) (Names of Filing Persons (identifying status as offeror, issuer or other person)) 0.25% Convertible Senior No

Press Release, dated May 23, 2022, announcing tender offer for Zynga Inc.’s 0.25% Convertible Senior Notes due 2024 and 0% Convertible Senior Notes due 2026.

Exhibit (a)(5) TAKE-TWO CONTACTS: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs (646) 536-3005 (646) 536-2983 Nicole.

Offer to Purchase and Notice of Fundamental Change, Make-Whole Fundamental Change, Share Exchange Event, Settlement Method and Entry into Supplemental Indenture to Holders of 0.25% Convertible Senior Notes due 2024, dated May 23, 2022.

Table of Contents Exhibit (a)(1)(i) OFFER TO PURCHASE AND NOTICE OF FUNDAMENTAL CHANGE, MAKE-WHOLE FUNDAMENTAL CHANGE, SHARE EXCHANGE EVENT, SETTLEMENT METHOD AND ENTRY INTO SUPPLEMENTAL INDENTURE TO HOLDERS OF 0.

Amended and Restated Bylaws of Zynga Inc.

Exhibit 3.2 BY-LAWS OF ZEBRA MS II, INC. (a Delaware corporation) Effective as of January 4, 2022 ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Boar

First Supplemental Indenture, dated May 23, 2022, by and among Zynga Inc., Zebra MS II, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference herein to Exhibit 4.2 to the Current Report on Form 8-K filed by Zynga Inc. on the date hereof).

Exhibit 4.2 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (?Supplemental Indenture?), dated as of May 23, 2022, among Zynga Inc., a Delaware corporation (the ?Company?), Zebra MS II, Inc. (the ?Successor Company?), Take-Two Interactive Software, Inc., a Delaware corporation (?Take-Two?), and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National

Take-Two Interactive Software, Inc. and Zynga Inc. Stockholders Approve Proposals Related to Pending Transaction

Exhibit 99.1 FOR IMMEDIATE RELEASE TAKE-TWO CONTACTS: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs (646) 536-3005 (646) 536-2983 [email protected] [email protected] ZYNGA CONTACTS: (Corporate Press) Kenny Johnston Director Communicatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 TAKE-TWO INTERACTIVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34003 51-0350842 (State or Other Jurisdiction of Incorporation) (Commi

Filed by Zynga Inc.

Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No. 001-35375 The following communication was first made available to employees of Zynga Inc. May 19th, 2022: Dear Team, Today, Take-Two Interactive Software and Zynga each held a special meeting of t

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2022 TAKE-TWO INTERACTIVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation or

This document has been prepared pursuant to an engagement between PricewaterhouseCoopers LLP and Zynga Inc. and is intended solely for the use and benefit of Zynga and not for reliance by any other person. Zynga Inc. Employee FAQs - United Kingdom Th

Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No. 001-35375 The following communications were first made available to employees of Zynga Inc. May 11th, 2022: This document has been prepared pursuant to an engagement between PricewaterhouseCoopers

This document has been prepared pursuant to an engagement between PricewaterhouseCoopers LLP and Zynga Inc. and is intended solely for the use and benefit of Zynga and not for reliance by any other person. Zynga Inc. Employee FAQs - United States The

Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No. 001-35375 The following communications were first made available to employees of Zynga Inc. May 10th, 2022: Hi Everyone - As we move toward the close of the deal to combine Zynga with Take-Two Int

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga Inc

First Amendment to the Agreement and Plan of Merger, dated as of March 10. 2022, by and among Take-Two Interactive Software, Inc., Zynga Inc., Zebra MS I, Inc., and Zebra MS II, Inc.

Exhibit 2.1 FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this ?Amendment?), dated as of March 10, 2022, is by and among Take-Two Interactive Software, Inc., a Delaware corporation (?Parent?), Zebra MS I, Inc., a Delaware corporation and a direct Wholly Owned Subsidiary of Parent (?Merger Sub 1?), Zebra MS II, Inc., a Delaware corpora

ZYNGA ANNOUNCES FIRST QUARTER 2022 FINANCIAL RESULTS Delivers Strong Quarterly Revenue and Bookings Reports Highest Ever Q1 Advertising Revenue and Bookings Continued Execution Across Multi-Year Growth Strategy

EXHIBIT 99.1 ZYNGA ANNOUNCES FIRST QUARTER 2022 FINANCIAL RESULTS Delivers Strong Quarterly Revenue and Bookings Reports Highest Ever Q1 Advertising Revenue and Bookings Continued Execution Across Multi-Year Growth Strategy SAN FRANCISCO ? May 9, 2022 ? Zynga Inc. (NASDAQ: ZNGA) today released financial results for the first quarter ended March 31, 2022. ?We started off 2022 with a strong quarterl

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2022 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 TAKE-TWO INTERACTIVE

425 1 d356480d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdic

Second Amendment to the Agreement and Plan of Merger, dated as of May 4, 2022 by and among Take-Two Interactive Software, Inc., Zebra MS I, Inc., Zebra MS II, Inc. and Zynga Inc.

Exhibit 2.1 Execution Version SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this ?Second Amendment?), dated as of May 4, 2022, is by and among Take-Two Interactive Software, Inc., a Delaware corporation (?Parent?), Zebra MS I, Inc., a Delaware corporation and a direct Wholly Owned Subsidiary of Parent (?Merger Sub 1?), Zebra MS II,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 ZYNGA INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Filed by

Filed by Take-Two Interactive Software, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following communication was first made available on May 3, 2022 to employees of Take-Two Interactive Software, Inc. Team ? As part of our ongoing commitmen

Filed by Zynga Inc.

Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No. 001-35375 The following communication was first made available to employees of Zynga Inc. May 2nd, 2022: Hi everyone - I?m excited to provide a brief update on the progress of the transaction to c

YOUR VOTE IS IMPORTANT PLEASE VOTE YOUR PROXY TODAY

Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 YOUR VOTE IS IMPORTANT PLEASE VOTE YOUR PROXY TODAY April 26, 2022 Dear Fellow Stockholders, We recently sent you proxy materials in connection with the Special Meeting of Stockholde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REP

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 ZYNGA INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

List of subsidiaries

Exhibit 21.1 SUBSIDIARIES OF ZYNGA INC. Town?s End Studios LLC (Delaware) Big Dog Holdings LLC (California) Little Dog Domestic Holdings LLC (California) ZINT Holdings LLC (California) Echtra Games, Inc. (California) Chartboost, Inc. (California) Zynga Game Canada Ltd. (Canada) Zynga Game Ireland Limited (Ireland) Zynga Game International Limited (Ireland/Jersey) Zynga Game Network India Private L

Transition Agreement and Release by and between Matthew Bromberg and Zynga Inc.

Exhibit 10.16 TRANSITION AGREEMENT AND RELEASE This Transition Agreement and Release (?Agreement?) is made by and between Matthew S. Bromberg (?Employee?) and Zynga Inc. (the ?Company?) (collectively referred to as the ?Parties? or individually referred to as a ?Party?). WHEREAS, Employee has been employed at-will by the Company pursuant to an Offer Letter dated July 26, 2016 (the ?Offer Letter?)

Zynga Inc. Non-Employee Director Compensation Policy

Exhibit 10.12 Zynga Inc. Non-Employee Director Compensation Policy As Amended May 17, 2021 On May 21, 2021, the Compensation Committee of the Board of Directors (the ?Board?) of Zynga Inc. (the ?Company?) approved this amended and restated compensation policy (the ?Policy?) for non-employee directors of the Company. The Policy will become effective as of the amendment date (set forth above). For p

ZNGA Completion of Go-Shop Period Release Zynga Inc. Announces Completion of “Go-Shop” Period Continues to Expect Take-Two Interactive Software Transaction to Close in First Quarter of Take-Two’s Fiscal Year 2023, ending June 30, 2022

Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following communication was first made available on January 25, 2022: ZNGA Completion of Go-Shop Period Release Zynga Inc. Announces Completion of ?Go-Shop? Period Continues to Exp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga Inc. (Exact Name of

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425 1 d282496d425.htm 425 Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following communication was first made available to employees of Zynga Inc. on January 25, 2022: Team, I want to provide you with an update on our pending

ZNGA / Zynga Inc / PINCUS MARK J - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

ZNGA / Zynga Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02290-zyngaincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Zynga Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 98986T108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number

by Take-Two Interactive

Filed by Take-Two Interactive Software, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following is an excerpt from a portion of the transcript of Take-Two Interactive Software, Inc.?s earnings call to discuss financial results for the third

ZYNGA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS Revenue and Bookings Ahead of Guidance Largest Annual Mobile Audience Ever Highest Annual Revenue and Bookings in Zynga History Strong Quarterly and Annual Operating Cash Flow

Exhibit 99.1 ZYNGA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS Revenue and Bookings Ahead of Guidance Largest Annual Mobile Audience Ever Highest Annual Revenue and Bookings in Zynga History Strong Quarterly and Annual Operating Cash Flow SAN FRANCISCO ? February 9, 2022 ? Zynga Inc. (NASDAQ: ZNGA) today released financial results for the fourth quarter and full year ended Decemb

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Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following communication was first made available to employees of Zynga Inc. on January 20, 2022. Summary of the Treatment of Zynga RSUs in the Transaction with Take-Two The followi

Filed by Zynga Inc.

425 1 d285211d425.htm 425 Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following communication was first made available on January 11, 2022 on Zynga Inc.’s website. The learnings of a career game maker who entered Zynga in it

Take-Two Interactive Software Conference Call January 10, 2022

425 1 d253862d425.htm 425 Filed by Take-Two Interactive Software, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 Take-Two Interactive Software Conference Call January 10, 2022 Presenters Nicole Shevins, Senior Vice President of Investor Relations

Filed by Zynga Inc.

Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following communication was first made available to business partners of Zynga Inc. on January 10, 2022. Zynga Partner Letter Subject: An Important Announcement Regarding Zynga’s F

Filed by Zynga Inc.

425 1 d477776d425.htm 425 Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following communication was first made available to employees of Zynga Inc. on January 10, 2022. Zynga Employee Letter Subject: A Message from Frank – Exc

Agreement and Plan of Merger, dated as of January 9, 2022, by and among Take-Two Interactive Software, Inc., Zynga Inc., Zebra MS I, Inc., and Zebra MS II, Inc. (incorporated by reference herein to Exhibit 2.1 of Zynga Inc.’s Current Report on Form 8-K filed on January 10, 2022).

Exhibit 2.1 EXECUTION AGREEMENT AND PLAN OF MERGER among TAKE-TWO INTERACTIVE SOFTWARE, INC., ZEBRA MS I, INC., ZEBRA MS II, INC., and ZYNGA INC. Dated as of January 9, 2022 TABLE OF CONTENTS Page ARTICLE I THE COMBINATION 2 Section 1.1. The Merger and the Subsequent Merger 2 Section 1.2. Closing 2 Section 1.3. Effective Time 2 Section 1.4. Effects of the Combination 2 Section 1.5. Surviving Corpo

First Amendment to Fifth Amended and Restated Bylaws of Zynga Inc.

Exhibit 3.1 ZYNGA INC. FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED BYLAWS On January 9, 2022, the Board of Directors of Zynga Inc., a Delaware corporation (the ?Corporation?), in accordance with the Delaware General Corporation Law and the Fifth Amended and Restated Bylaws of the Corporation (the ?Bylaws?), approved and adopted the following amendment to the Bylaws to be effective immediately. T

Filed by Zynga Inc.

Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following communication was first made available to employees of Zynga Inc. on January 10, 2022. Zynga Employee FAQ 1. What was announced? ? Zynga has agreed to combine with Take-T

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Filed by Take-Two Interactive Software, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following communication was first made available on January 10, 2022 to employees of Take-Two Interactive Software, Inc. Team, Today marks an exciting and

Filed by Zynga Inc.

Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following communication was first made available of Zynga Inc.?s Twitter, LinkedIn and Facebook accounts on January 10, 2022. Twitter LinkedIn Facebook Forward-Looking Statements S

Filed by Zynga Inc.

Filed by Zynga Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Zynga Inc. Commission File No.: 001-35375 The following communication was first published to Mark Pincus?s Medium and Twitter accounts on January 10, 2022. Medium Post Zynga Take Two I?m excited that Zynga today announced a pl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2022 TAKE-TWO INTERACT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2022 TAKE-TWO INTERACTIVE SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34003 51-0350842 (State or other jurisdiction of incorporation

Take-Two and Zynga to Combine, Bringing Together Best-in-Class Intellectual Properties and a Market-Leading, Diversified Mobile Publishing Platform, to Enhance Positioning as a Global Leader in Interactive Entertainment Take-Two to acquire all the ou

Exhibit 99.1 FOR IMMEDIATE RELEASE TAKE-TWO CONTACTS: (Investor Relations) (Corporate Press) Nicole Shevins Alan Lewis Senior Vice President Vice President Investor Relations & Corporate Communications Corporate Communications & Public Affairs Take-Two Interactive Software, Inc. Take-Two Interactive Software, Inc. (646) 536-3005 (646) 536-2983 [email protected] [email protected]

Form of Zynga Voting Agreement

Exhibit 10.1 VOTING AGREEMENT This VOTING AGREEMENT (this ?Agreement?), dated as of January 9, 2022, is entered into by and between Take-Two Interactive Software, Inc., a Delaware corporation (?Parent?), the stockholders listed on Schedule A hereto (the ?Stockholders?) and Zynga Inc., a Delaware corporation (the ?Company?). WHEREAS, the Stockholders own beneficially or of record the shares of Clas

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2022 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Filed by

425 1 d258632d425.htm 425 Filed by Take-Two Interactive Software, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Take-Two Interactive Software, Inc. Commission File No.: 001-34003 TAKE-TWO INTERACTIVE SOFTWARE, INC. TO COMBINE WITH ZYNGA, INC. JANUARY 2022 1 Cautionary Note: Forward-Look

Form of Zynga Voting Agreement

Exhibit 10.2 VOTING AGREEMENT This VOTING AGREEMENT (this ?Agreement?), dated as of January 9, 2022, is entered into by and between Take-Two Interactive Software, Inc., a Delaware corporation (?Parent?), the stockholders listed on Schedule A hereto (the ?Stockholders?) and Zynga Inc., a Delaware corporation (the ?Company?). WHEREAS, the Stockholders own beneficially or of record the shares of Clas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2022 ZYNGA INC. (Exact

425 1 d279813d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2022 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation

Form of Take-Two Voting Agreement

Exhibit 10.3 VOTING AGREEMENT This VOTING AGREEMENT (this ?Agreement?), dated as of January 9, 2022, is entered into by and between Take-Two Interactive Software, Inc., a Delaware corporation (?Parent?), the stockholders listed on Schedule A hereto (the ?Stockholders?) and Zynga Inc., a Delaware corporation (the ?Company?). WHEREAS, the Stockholders own beneficially or of record the shares of comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga

As filed with the Securities and Exchange Commission on November 9, 2021

As filed with the Securities and Exchange Commission on November 9, 2021 Registration No.

Zynga Announces Third Quarter 2021 Financial Results

Exhibit 99.2 Zynga Announces Third Quarter 2021 Financial Results ? Results Ahead of Guidance Including Record Q3 Revenue and Bookings ? Raises Full Year 2021 Revenue, Bookings and Profitability Guidance ? On Track to Finish 2021 with Zynga?s Best-Ever Annual Topline Performance and Largest Audience in Company History ? Multiple Growth Catalysts in Place to Drive Continued Expansion in 2022 and Be

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2021 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number

Zynga q3 2021 letter to shareholders November 8, 2021 bossalien naturalmotion games gram games small giant peak rollic echtra Chartboost starlark

Exhibit 99.1 Zynga q3 2021 letter to shareholders November 8, 2021 bossalien naturalmotion games gram games small giant peak rollic echtra Chartboost starlark Dear Shareholders, Execution of our multi-year growth strategy has us on track to deliver Zynga?s best-ever annual topline performance and the largest mobile audience in the company?s history. We have multiple growth catalysts in place to dr

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2021 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Zynga Closes Acquisition of Mobile Game Developer StarLark; Expands Game Portfolio with Hit Franchise, Golf Rival

Exhibit 99.1 Zynga Closes Acquisition of Mobile Game Developer StarLark; Expands Game Portfolio with Hit Franchise, Golf Rival ● Brings a Talented Development Team and New Hit Franchise to Zynga ● Expands Zynga’s International Footprint with a Studio in China ● Adds New Projects in Early Development ● Zynga to Update Full Year 2021 Guidance when Reporting Q3 2021 Financial Results on November 8, 2

Appointment Letter between Zynga Inc. and Amy Rawlings

Exhibit 10.2 Amy Rawlings c/o Zynga Inc. Re: Appointment to S16 Officer Dear Amy, Zynga Inc. (the ?Company?) is pleased to confirm your appointment by the Board of Directors as a Section 16 reporting officer, serving as Chief Accounting Officer and principal accounting officer of the Company. This letter details your position with the Company and renews our commitment to you as a highly-valued emp

First Amendment dated as of May 28, 2021 to the Credit Agreement, dated as of December 11, 2020, by and among Zynga Inc., as borrower, certain financial institutions, as lenders, and Bank of America, N.A., as administrative agent for such lenders

Exhibit 10.1 FIRST AMENDMENT This FIRST AMENDMENT (this ?Amendment?) dated as of May 28, 2021 to the Credit Agreement referenced below is by and among Zynga Inc., a Delaware corporation (the ?Borrower?), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and Bank of America, N.A., in its capacity as Administrative Agent (in such capacity,

Amendment and Restatement Agreement dated 30 June 2021 between Zynga Inc. as Purchaser and those persons set out in Schedule 1 as the Sellers relating to the Share Sale and Purchase Agreement dated 4 August 2020 as later amended on 1 October 2020 for the sale and purchase of the entire issued share capital of Rollic Games Oyun Yazılım ve Pazarlama Anonim Şirketi

Exhibit 2.1 Certain portions of this document have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S‑K and, where applicable, have been marked with “[***]” to indicate where omissions have been made. A copy of any omitted portion will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that Zynga may request confidential treat

Chartboost, Inc. 2012 Stock Plan and Form of Agreement

Exhibit 99.1 Chartboost, Inc. 2012 Stock Plan Adopted on May 11, 2012 Amended on October 30, 2013 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a) Committees of the Board of Directors 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY 1 (a) General Rule 1 (b) Ten?Percent Stockholders 1 SECTION 4. STOCK SUBJECT TO PLAN 2 (a) Basic Limitat

As filed with the Securities and Exchange Commission on August 6, 2021

As filed with the Securities and Exchange Commission on August 6, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga Inc.

ZYNGA INC. CONSOLIDATED BALANCE SHEETS (In millions, unaudited)

EX-99.1 2 znga-ex99181.htm EX-99.1 EARNINGS LETTER Exhibit 99.1 Dear Shareholders, We look forward to discussing our Q2 2021 results during today’s earnings call at 2:00 p.m. PT. This letter details our Q2 performance as well as our outlook for Q3 and growth opportunities in 2021 and beyond. Please note that we manage our business based on topline measures including revenue, which is comprised of

Zynga Closes Acquisition of Chartboost, a Leading Mobile Advertising and Monetization Platform

Exhibit 99.1 Zynga Closes Acquisition of Chartboost, a Leading Mobile Advertising and Monetization Platform ? Zynga Completes Acquisition of Chartboost effective as of August 4, 2021 ? Chartboost Brings to Zynga a Talented Team and Vast Global Audience ? Consolidated Entity Combines Top-Tier Content and a Proven At-Scale Advertising and Monetization Platform SAN FRANCISCO (BUSINESS WIRE) ? August

Master Business Transfer Agreement, dated as of August 3, 2021, by and among the Registrant, Beijing Fotoable Technology Limited, Funjoy Technology Limited, Beijing Guoren Interactive Technology Co., Ltd., Shanghai Xianke Guanchen Management Center, Shanghai Lanfeng Tuoyuan Management Center (Limited Partnership), Lvy Technology Limited and Beijing StarLark Technology Co., Ltd.

EX-2.1 2 znga-ex2156.htm EX-2.1 - MASTER BUSINESS TRANSFER AGREEMENT EXECUTION VERSION Certain portions of this document have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S‑K and, where applicable, have been marked with “[***]” to indicate where omissions have been made. A copy of any omitted portion will be furnished supplementally to the Securities and Exchange Commission

Zynga Enters Into Agreement to Acquire Mobile Game Developer StarLark, Team Behind the Hit Franchise, Golf Rival

EX-99.1 3 znga-ex99138.htm EX-99.1 PRESS RELEASE Exhibit 99.1 Zynga Enters Into Agreement to Acquire Mobile Game Developer StarLark, Team Behind the Hit Franchise, Golf Rival ● Brings a Talented Development Team and New Hit Franchise to Zynga ● Expands Zynga’s International Footprint with a Studio in China ● Adds New Projects in Early Development ● Expects Acquisition to Close in the Fourth Quarte

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Zynga spade plus gin plus ecoboost w2 hit it rich! 101 plus ZYNGA ANNOUNCES SECOND QUARTER 2021 FINANCIAL RESULTS

Exhibit 99.2 Zynga spade plus gin plus ecoboost w2 hit it rich! 101 plus ZYNGA ANNOUNCES SECOND QUARTER 2021 FINANCIAL RESULTS ? Reported Strong Q2 Results Ahead of Guidance with Record Quarterly Advertising Revenue and Bookings ? Delivered Record Q2 Operating Cash Flow of $161 Million, up 11% Year-Over-Year ? Closed Acquisition of Chartboost, a Leading Mobile Advertising and Monetization Platform

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2021 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2021 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga Inc

Agreement and Plan of Merger, dated as of May 4, 2021, by and among the Registrant, Chartboost, Inc., Carnation MergeCo Inc., and Shareholder Representative Services LLC, as representative

Execution Version Certain portions of this document have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S?K and, where applicable, have been marked with ?[***]? to indicate where omissions have been made.

- S-8

As filed with the Securities and Exchange Commission on May 6, 2021 Registration No.

Second Amendment Agreement made on April 13, 2021 to the Share Sale and Purchase Agreement dated as of 20 December 2018, and as amended on May 15, 2019, relating to the sale and purchase of all issued and outstanding shares and other equity securities of Small Giant Games Oy between those persons listed in Schedule 1 as Sellers and Zynga Inc. as Purchaser

Exhibit 2.1 SECOND AMENDMENT AGREEMENT This Amendment Agreement is made on April 13, 2021 Between: (1) The Sellers (as defined in the Agreement); and (2) Zynga Inc. a company incorporated in Delaware with registered number 4446916 and whose registered office is at 699 8th Street, San Francisco, California 94103, the United States (the ?Purchaser?). Whereas: (A) The Sellers and the Purchaser have o

Second Amendment Agreement dated as of 20 April 2021 relating to the Share Sale and Purchase Agreement dated 4 August 2020 as later amended on 1 October 2020 for the sale and purchase of the entire issued share capital of Rollic Games Oyun Yazılım ve Pazarlama Anonim Şirketi between those persons listed in Schedule 1 as Sellers and Zynga Inc. as Purchaser

Exhibit 2.2 Dated 20 April 2021 Second Amendment Agreement relating to the Share Sale and Purchase Agreement dated 4 August 2020 as later amended on 1 October 2020 for the sale and purchase of the entire issued share capital of Rollic Games Oyun Yaz?l?m ve Pazarlama Anonim ?irketi between Those persons listed in Schedule 1 as Sellers Zynga Inc. as Purchaser White & Case llp 5 Old Broad Street Lond

Zynga Enters Agreement to Acquire Chartboost Acquisition Positions Zynga to Be a New Leader in Mobile Advertising

Exhibit 99.1 Zynga Enters Agreement to Acquire Chartboost Acquisition Positions Zynga to Be a New Leader in Mobile Advertising ? Leading Mobile Advertising and Monetization Platform with More than 700 Million Monthly Users ? Combined Entity Brings Together Top-Tier Content and a Proven At-Scale Advertising and Monetization Platform ? Acquisition Expected to Close in the Third Quarter of 2021 SAN F

rollic zynga ZYNGA ANNOUNCES FIRST QUARTER 2021 FINANCIAL RESULTS Record Quarterly Revenue and Bookings Momentum Across All Aspects of Growth Strategy Raises Full Year 2021 Revenue and Bookings Guidance Announces Agreement to Acquire Chartboost

Exhibit 99.2 rollic zynga ZYNGA ANNOUNCES FIRST QUARTER 2021 FINANCIAL RESULTS Record Quarterly Revenue and Bookings Momentum Across All Aspects of Growth Strategy Raises Full Year 2021 Revenue and Bookings Guidance Announces Agreement to Acquire Chartboost SAN FRANCISCO ? May 5, 2021 ? Zynga Inc. (Nasdaq: ZNGA) today released financial results for its first quarter ended March 31, 2021 by posting

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

ZYNGA INC. CONSOLIDATED BALANCE SHEETS (In millions, unaudited)

EX-99.1 2 znga-ex99128.htm EX-99.1 - EARNINGS LETTER Exhibit 99.1 Zynga Q1 2021 Letter to Shareholders May 5, 2021 Dear Shareholders, We look forward to discussing our Q1 2021 results during today’s earnings call at 2:00 p.m. PT. This letter details our Q1 performance as well as our outlook for Q2 and growth opportunities in 2021 and beyond. Please note that we manage our business based on topline

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Fifth Amended and Restated Bylaws of Zynga Inc.

EX-3.2 2 znga-ex327.htm EX-3.2 BYLAWS Exhibit 3.2 FIFTH AMENDED AND RESTATED BYLAWS OF ZYNGA INC. (A DELAWARE CORPORATION) Effective February 25, 2021 ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be fixed in the corporation’s certificate of incorporation. Section 2. Other Offices. The corporation shall also have and maintai

List of subsidiaries

Exhibit 21.1 SUBSIDIARIES OF ZYNGA INC. Town?s End Studios LLC (Delaware) Big Dog Holdings LLC (California) Little Dog Domestic Holdings LLC (California) ZINT Holdings LLC (California) Zynga Game Canada Ltd. (Canada) Zynga Game Ireland Limited (Ireland) Zynga Game International Limited (Ireland/Jersey) Zynga Game Network India Private Limited (India) NaturalMotion Limited (United Kingdom) NaturalM

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga Inc. (Exact Name of

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7)* ZYNGA INC. (Name of Issuer) CLASS A COMMON STOCK (Title of Class of Securities) (CUSIP Number) DECEMBER 31, 2020 (Date

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Zynga Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 98986T108 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

ZYNGA INC. CONSOLIDATED BALANCE SHEETS (In millions, unaudited)

Exhibit 99.1 Q4 2020 Letter to Shareholders February 10, 2021 Dear Shareholders, We look forward to discussing our Q4 2020 results during today’s earnings call at 2:00 p.m. PT. This letter details our Q4 performance as well as our outlook for Q1 2021, fiscal year 2021 and growth opportunities in 2022 and beyond. Please note that we manage our business based on topline measures including revenue, w

ZYNGA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS Reports Highest Quarterly and Annual Revenue and Bookings in Zynga History Generates Record Quarterly and Annual Operating Cash Flow Uniquely Positioned as one of the Leading Mobile

Exhibit 99.2 ZYNGA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS Reports Highest Quarterly and Annual Revenue and Bookings in Zynga History Generates Record Quarterly and Annual Operating Cash Flow Uniquely Positioned as one of the Leading Mobile Game Publishers in the World Executing on Growth Initiatives in 2021 and Beyond SAN FRANCISCO – February 10, 2021 – Zynga Inc. (Nasdaq: Z

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2021 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Form of Capped Call Confirmation relating to the 0% Convertible Senior Notes due 2026

Exhibit 10.2 [Dealer Dealer Address] [], 2020 To: Zynga Inc. 699 Eighth Street San Francisco, CA 94103 Attention: Chief Financial Officer Telephone No.: (855) 449-9642 Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [] (“Dealer”) and Zynga Inc., a Del

Zynga Inc. Announces Pricing of Offering of $762 Million of Convertible Senior Notes

Exhibit 99.2 Zynga Inc. Announces Pricing of Offering of $762 Million of Convertible Senior Notes SAN FRANCISCO, Calif. - (BUSINESS WIRE) - December 15, 2020 - Zynga Inc. (Nasdaq: ZNGA), a global leader in interactive entertainment, today announced the pricing of $762 million aggregate principal amount of 0% convertible senior notes due 2026 (the “notes”) in a private placement to qualified instit

Indenture, dated December 17, 2020, between Zynga Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference herein to Exhibit 4.1 to the Current Report on Form 8-K filed by Zynga Inc. on December 17, 2020).

Exhibit 4.1 ZYNGA INC. AND Wells Fargo Bank, National Association, as Trustee INDENTURE Dated as of December 17, 2020 0% Convertible Senior Notes due 2026 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01 Definitions 1 Section 1.02 References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 Designation and Amount 13 Section 2.02 Form o

Zynga Inc. Announces Proposed Private Offering of $750 Million of Convertible Senior Notes

Exhibit 99.1 Zynga Inc. Announces Proposed Private Offering of $750 Million of Convertible Senior Notes SAN FRANCISCO, Calif. - (BUSINESS WIRE) – December 14, 2020 - Zynga Inc. (Nasdaq: ZNGA), a global leader in interactive entertainment, today announced that it intends to offer, subject to market conditions and other factors, $750 million aggregate principal amount of convertible senior notes due

Purchase Agreement, dated December 14, 2020, by and among Zynga Inc. and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several initial purchasers named in Schedule I thereto

Exhibit 10.1 EXECUTION VERSION $762,000,000 ZYNGA INC. 0% CONVERTIBLE SENIOR NOTES DUE 2026 PURCHASE AGREEMENT December 14, 2020 December 14, 2020 Morgan Stanley & Co. LLC BofA Securities, Inc. J.P. Morgan Securities LLC Goldman Sachs & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o J.P. Morgan Secu

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K - NOTES OFFERING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Credit Agreement, dated as of December 11, 2020, by and among Zynga Inc., as borrower, certain financial institutions, as lenders, and Bank of America, N.A., as administrative agent for such lenders

Exhibit 10.1 Published CUSIP Numbers: Deal: 98986UAC9 Revolver: 98986UAD7 CREDIT AGREEMENT Dated as of December 11, 2020 among ZYNGA INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and THE LENDERS PARTY HERETO BOFA SECURITIES, INC., as Sole Lead Arranger and Sole Bookrunner TAB

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K - CREDIT FACILITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Amendment Agreement dated as of 22 October 2020 relating to the Share Sale and Purchase Agreement dated 25 May 2018 for the sale and purchase of the entire issued share capital of Gram Games Teknoloji Anonim Şirketi between the Sellers’ Representative and Zynga Inc. as Purchaser

Exhibit 2.3 Dated 22 October 2020 Amendment Agreement relating to the Share Sale and Purchase Agreement dated 25 May 2018 for the sale and purchase of the entire issued share capital of Gram Games Teknoloji A.S. between Mehmet Ecevit as Sellers’ Representative Zynga Inc. as Purchaser White & Case llp 5 Old Broad Street London EC2N 1DW EMEA 128108993 Table of Contents Page 1. Interpretation 1 2. Am

Consent to Credit Agreement, dated as of July 1, 2020, among Zynga Inc., as borrower, Big Dog Holdings LLC., as guarantor subsidiary, and Bank of America, N.A., as lender

EX-10.1 3 znga-ex101101.htm EX-10.1 Exhibit 10.1 CONSENT This CONSENT (this “Consent”) dated as of July 1, 2020 to the Credit Agreement referenced below is by and among Zynga Inc., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto and Bank of America, N.A. (the “Lender”). W I T N E S S E T H WHEREAS, a revolving credit facility has been extended to th

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga

ZYNGA ANNOUNCES THIRD QUARTER 2020 FINANCIAL RESULTS Reports Highest Quarterly Revenue and Bookings in Zynga History Generates Best Q3 Operating Cash Flow Raises Full Year 2020 Guidance Uniquely Positioned to be an Interactive Entertainment Growth Le

Exhibit 99.2 ZYNGA ANNOUNCES THIRD QUARTER 2020 FINANCIAL RESULTS Reports Highest Quarterly Revenue and Bookings in Zynga History Generates Best Q3 Operating Cash Flow Raises Full Year 2020 Guidance Uniquely Positioned to be an Interactive Entertainment Growth Leader in 2021 and Beyond SAN FRANCISCO – November 4, 2020 – Zynga Inc. (Nasdaq: ZNGA) today released financial results for its third quart

ZYNGA INC. CONSOLIDATED BALANCE SHEETS (In thousands, unaudited)

Exhibit 99.1 Zynga Q3 2020 Letter to Shareholders November 4, 2020 Zynga q3 2020 letter to shareholders November 4, 2020 Dear Shareholders, We look forward to discussing our Q3 2020 results during today’s earnings call at 2:00 p.m. PT. This letter details our Q3 performance, as well as our outlook for Q4, fiscal year 2020 and growth opportunities in 2021 and beyond. Please note that we manage our

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number

Zynga Closes Acquisition of Istanbul-Based Rollic, a Leader in the Fast-Growing Hyper-Casual Games Business

Exhibit 99.1 Zynga Closes Acquisition of Istanbul-Based Rollic, a Leader in the Fast-Growing Hyper-Casual Games Business ● Entry into One of the Largest and Fastest Growing Mobile Game Categories ● Expands and Diversifies Zynga’s Advertising Business ● Adds a Highly Talented Team and Extensive Network of External Developers SAN FRANCISCO - October 2, 2020 - Zynga Inc. (Nasdaq: ZNGA), a global lead

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K ROLLIC CLOSING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Amendment Agreement dated as of 1 October 2020 relating to the Share Sale and Purchase Agreement dated 4 August 2020 for the sale and purchase of the entire issued share capital of Rollic Games Oyun Yazılım ve Pazarlama Anonim Şirketi between those persons listed in Schedule 1 as Sellers and Zynga Inc. as Purchaser

Exhibit 2.2 Dated 1 October 2020 Amendment Agreement relating to the Share Sale and Purchase Agreement dated 4 August 2020 for the sale and purchase of the entire issued share capital of Rollic Games Oyun Yazılım ve Pazarlama Anonim Şirketi between Those persons listed in Schedule 1 as Sellers Zynga Inc. as Purchaser White & Case llp 5 Old Broad Street London EC2N 1DW EMEA 128267307 Table of Conte

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K BUCKLEY RESIGNATION AND GRIFFIN APPOINTMENT (PRINCIPAL ACCOUNTING OFFICER)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

The accompanying policies and explanatory notes form an integral part of these consolidated financial statements.

Exhibit 99.1 Peak Oyun Yazılım ve Pazarlama Anonim Şirketi Table of contents Page Independent auditors’ report 2 Consolidated statements of financial position 3 Consolidated statements of profit or loss and other comprehensive income 4 Consolidated statements of changes in equity 5 Consolidated statements of cash flows 6 Notes to the consolidated financial statements 7 Report of Independent Audito

Zynga Inc. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 Zynga Inc. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined balance sheet as of March 31, 2020 and unaudited pro forma condensed combined statements of operations for the fiscal year ended December 31, 2019 and the three months ended March 31, 2020 are based on the historical financial statements of Zynga Inc. (“Zynga” o

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga Inc.

Consent to Credit Agreement, dated as of June 17, 2020, among Zynga Inc., as borrower, Big Dog Holdings LLC., as guarantor subsidiary, and Bank of America, N.A., as lender

Exhibit 10.1 CONSENT This CONSENT (this “Consent”) dated as of June 17, 2020 to the Credit Agreement referenced below is by and among Zynga Inc., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto and Bank of America, N.A. (the “Lender”). W I T N E S S E T H WHEREAS, a revolving credit facility has been extended to the Borrower pursuant to the Credit A

ZYNGA ANNOUNCES SECOND QUARTER 2020 FINANCIAL RESULTS Reports Highest Quarterly Revenue and Bookings in Zynga History Generates Best Quarterly Operating Cash Flow in More Than Eight Years Raises Full Year 2020 Revenue and Bookings Guidance

Exhibit 99.2 ZYNGA ANNOUNCES SECOND QUARTER 2020 FINANCIAL RESULTS Reports Highest Quarterly Revenue and Bookings in Zynga History Generates Best Quarterly Operating Cash Flow in More Than Eight Years Raises Full Year 2020 Revenue and Bookings Guidance SAN FRANCISCO – August 5, 2020 – Zynga Inc. (Nasdaq: ZNGA) today released financial results for its second quarter ended June 30, 2020 by posting m

Zynga’s Live Services Portfolio is Anchored by Eight Forever Franchises

Exhibit 99.1 Dear Shareholders, We look forward to discussing our Q2 2020 results during today’s earnings call at 2:00 p.m. PT. This letter details our Q2 performance, as well as our outlook for Q3 and growth opportunities in 2020 and beyond. Please note that we manage our business based on topline measures including revenue, which is comprised of the change in deferred revenue and bookings. Reven

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Zynga Enters Into Agreement to Acquire Istanbul-based Rollic, One of the Fastest Growing Hyper-Casual Mobile Game Companies

Exhibit 99.1 Zynga Enters Into Agreement to Acquire Istanbul-based Rollic, One of the Fastest Growing Hyper-Casual Mobile Game Companies ● Entry into One of the Largest and Fastest Growing Mobile Game Categories ● Exciting Portfolio of Popular Hyper-Casual Games with more than 5 Million Mobile DAUs and 65 Million Mobile MAUs ● Expands and Diversifies Zynga’s Advertising Business ● Adds a Highly Ta

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Share Sale and Purchase Agreement relating to the sale and purchase of the entire issued share capital of Rollic Games Oyun Yazılım ve Pazarlama Anonim Şirketi between those persons listed in Schedule 1 as Sellers and Zynga Inc. as Purchaser

EXHIBIT 2.1 EXECUTION VERSION Certain portions of this document have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S‑K and, where applicable, have been marked with “[***]” to indicate where omissions have been made. A copy of any omitted portion will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that Zynga may request

Zynga Appoints Noel Watson to Board of Directors

Exhibit 99.1 Zynga Appoints Noel Watson to Board of Directors SAN FRANCISCO, July 16, 2020 (Business Wire) - Zynga Inc. (Nasdaq:ZNGA), a global leader in interactive entertainment, today announced that Noel Watson, Chief Financial Officer at TrueCar Inc., joined the company's Board as an independent director. A skilled executive with a wealth of experience in building digital services and leading

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Zynga Closes Transformational Acquisition of Istanbul-based Peak; Expands Forever Franchise Portfolio with Toon Blast and Toy Blast

Exhibit 99.1 Zynga Closes Transformational Acquisition of Istanbul-based Peak; Expands Forever Franchise Portfolio with Toon Blast and Toy Blast ● Zynga Completes Acquisition of Peak Effective as of July 1, 2020 ● Peak will Maintain Their Unique Creative Culture and Brand Identity ● Zynga to Update Full Year 2020 Guidance when Reporting Q2 2020 Financial Results on August 5, 2020 SAN FRANCISCO - (

Share Sale and Purchase Agreement relating to the sale and purchase of the entire issued share capital of Peak Oyun Yazılım ve Pazarlama Anonim Şirketi between those persons listed in Schedule 1 as Sellers and Zynga Inc. as Purchaser

Certain portions of this document have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S‑K and, where applicable, have been marked with “[***]” to indicate where omissions have been made.

Zynga Enters Into Agreement to Acquire Istanbul-based Peak, Creator of Top Charting Mobile Franchises Toon Blast and Toy Blast

Exhibit 99.1 Zynga Enters Into Agreement to Acquire Istanbul-based Peak, Creator of Top Charting Mobile Franchises Toon Blast and Toy Blast ● Toon Blast and Toy Blast Expand Zynga’s Portfolio to Eight Forever Franchises ● Increases Zynga’s Mobile Daily Active Users (DAUs) by More Than 60% ● Zynga and Peak’s Talented Teams Join Forces to Grow Faster Together ● Peak will Maintain Their Unique Creati

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga Inc

ZYNGA ANNOUNCES FIRST QUARTER 2020 FINANCIAL RESULTS Reports Highest First Quarter Revenue and Bookings in Zynga History Strength Across Live Services Portfolio Drives Better-Than-Expected Topline Results Raises Full Year 2020 Revenue and Bookings Gu

Exhibit 99.2 ZYNGA ANNOUNCES FIRST QUARTER 2020 FINANCIAL RESULTS Reports Highest First Quarter Revenue and Bookings in Zynga History Strength Across Live Services Portfolio Drives Better-Than-Expected Topline Results Raises Full Year 2020 Revenue and Bookings Guidance SAN FRANCISCO – May 6, 2020 – Zynga Inc. (Nasdaq: ZNGA) today released financial results for its first quarter ended March 31, 202

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Exhibit 99.1 Q1 2020 Zynga Quarterly Earnings Letter May 6, 2020 Dear Shareholders, We look forward to discussing our Q1 2020 results during today’s earnings call at 2:00 p.m. PT. Our quarterly earnings letter below details our Q1 performance, as well as our outlook for Q2 and growth opportunities in 2020 and beyond. Please note that we manage our business based on topline measures including reven

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

ZNGA / Zynga Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

ZNGA / Zynga Inc. DEF 14A - - 2020 PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Description of Securities

Exhibit 4.4 DESCRIPTION OF THE COMPANY’S SECURITIES The following description of the capital stock of Zynga Inc. (“us,” “our,” “we” or the “Company”) is a summary of the rights of our capital stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws currently in effect. This summary does not purport to be complete and is qualified in its

ZNGA / Zynga Inc. 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga Inc. (Exact Name of

List of subsidiaries

Exhibit 21.1 SUBSIDIARIES OF ZYNGA INC. Rising Tide Games, Inc. (Delaware) PuzzleSocial, Inc. (Delaware) Spooky Cool Labs LLC (Delaware) Town’s End Studios LLC (Delaware) Big Dog Holdings LLC (California) Zynga Game Canada Ltd. (Canada) Zynga Game Ireland Limited (Ireland) Zynga Game International Limited (Ireland/Jersey) Zynga Game Network India Private Limited (India) NaturalMotion Limited (Unit

Zynga Inc. Non-Employee Director Compensation Policy

Exhibit 10.11 Zynga Inc. Non-Employee Director Compensation Policy As Amended August 20, 2019 On August 20, 2019, the Compensation Committee of the Board of Directors (the “Board”) of Zynga Inc. (the “Company”) approved this amended and restated compensation policy (the “Policy”) for non-employee directors of the Company. The Policy will become effective as of the amendment date (set forth above).

Fourth Amended and Restated Bylaws of Zynga Inc.

Exhibit 3.2 FOURTH AMENDED AND RESTATED BYLAWS OF ZYNGA INC. (A DELAWARE CORPORATION) Effective February 27, 2020 ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be fixed in the corporation’s certificate of incorporation. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of bus

ZNGA / Zynga Inc. / PINCUS MARK J - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

ZNGA / Zynga Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Zynga Inc Title of Class of Securities: Common Stock CUSIP Number: 98986T108 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-

ZYNGA INC. CONSOLIDATED BALANCE SHEETS (In thousands, unaudited)

Exhibit 99.1 Dear Shareholders, We look forward to discussing our Q4 2019 results during today’s earnings call at 1:30 p.m. PT. Our quarterly earnings letter below details our Q4 performance, as well as our outlook for Q1 2020 and growth opportunities for 2020 and beyond. Please note that we manage our business based on topline measures including revenue, which is comprised of the change in deferr

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2020 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number

ZYNGA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2019 FINANCIAL RESULTS Reports Highest Quarterly and Annual Revenue and Bookings in Zynga History Best Annual Operating Cash Flow since 2011 of $263 Million, up 56% year-over-year Strong Execution in 2019

Exhibit 99.2 ZYNGA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2019 FINANCIAL RESULTS Reports Highest Quarterly and Annual Revenue and Bookings in Zynga History Best Annual Operating Cash Flow since 2011 of $263 Million, up 56% year-over-year Strong Execution in 2019 Provides Momentum for Continued Growth in 2020 SAN FRANCISCO – February 5, 2020 – Zynga Inc. (Nasdaq: ZNGA) today released financial resu

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga

Education Cost and Retention Agreement between Zynga Inc. and Jeff Buckley

Exhibit 10.2 Zynga 699 8th Street San Francisco, CA 94103 www.zynga.com June 17, 2019 VIA DOCUSIGN ([email protected]) Jeffrey Buckley Re: Educational Cost and Retention Agreement with Zynga Inc. Dear Jeff, Zynga Inc. (the “Company”) is pleased to offer you this Educational Cost and Retention Agreement (“Agreement”) confirming the Company’s investment in your educational development and professio

ZYNGA ANNOUNCES THIRD QUARTER 2019 FINANCIAL RESULTS Reports Highest Quarterly Revenue and Bookings in Zynga History Generated Operating Cash Flow of $69 Million, up 67% year-over-year Raises Full Year Outlook – One of the Fastest Growing Public Gami

Exhibit 99.2 ZYNGA ANNOUNCES THIRD QUARTER 2019 FINANCIAL RESULTS Reports Highest Quarterly Revenue and Bookings in Zynga History Generated Operating Cash Flow of $69 Million, up 67% year-over-year Raises Full Year Outlook – One of the Fastest Growing Public Gaming Companies in 2019 SAN FRANCISCO – October 30, 2019 – Zynga Inc. (Nasdaq: ZNGA) today released its financial results for its third quar

Advertising Revenue Advertising Revenue % of Total Revenue 28% $65 $64 18% Advertising Bookings Advertising Bookings % of total bookings 26% $65 $64 16% q3’18 q3’19 q3’18 q3’19

Exhibit 99.1 Dear Shareholders, We look forward to discussing our Q3 2019 results during today’s earnings call at 2:30 p.m. PT. Our quarterly earnings letter below details our Q3 performance, as well as our outlook for Q4, fiscal 2019 and growth opportunities for 2020 and beyond. Please note that we manage our business based on topline measures including revenue, which is comprised of the change i

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2019 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2019 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

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Exhibit 99.1 Q2 2019 Zynga Quarterly earnings letter July 31, 2019 Dear Shareholders, We look forward to discussing our Q2 2019 results during today’s earnings call at 2:00 p.m. PT. Our quarterly earnings letter below details our Q2 performance, as well as our outlook for Q3 and growth opportunities for 2019 and beyond. Please note that we manage our business based on topline measures including re

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2019 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Zynga Inc. Announces Pricing of Offering of $600 Million of Convertible Senior Notes

Exhibit 99.2 Zynga Inc. Announces Pricing of Offering of $600 Million of Convertible Senior Notes SAN FRANCISCO, Calif. - (BUSINESS WIRE) - June 11, 2019 - Zynga Inc. (Nasdaq: ZNGA), a global leader in interactive entertainment, today announced the pricing of $600 million aggregate principal amount of 0.25% convertible senior notes due 2024 (the “notes”) in a private placement to qualified institu

Zynga Inc. Announces Proposed Private Offering of $600 Million of Convertible Senior Notes

EXHIBIT 99.1 Zynga Inc. Announces Proposed Private Offering of $600 Million of Convertible Senior Notes SAN FRANCISCO, Calif. - (BUSINESS WIRE) - June 10, 2019 - Zynga Inc. (Nasdaq: ZNGA), a global leader in interactive entertainment, today announced that it intends to offer, subject to market conditions and other factors, $600 million aggregate principal amount of convertible senior notes due 202

Indenture, dated June 14, 2019, between Zynga Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference herein to Exhibit 4.1 to the Current Report on Form 8-K filed by Zynga Inc. on June 14, 2019).

EX-4.1 2 znga-ex41149.htm EX-4.1 INDENTURE EXHIBIT 4.1 ZYNGA INC. AND Wells Fargo Bank, National Association, as Trustee INDENTURE Dated as of June 14, 2019 0.25% Convertible Senior Notes due 2024 TABLE OF CONTENTS Page 1 ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2019 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Form of Capped Call Confirmation

EXHIBIT 10.2 [Dealer Dealer Address] [Morgan Stanley & Co. LLC 1585 Broadway, 5th Floor New York, NY 10036]1 [], 2019 To: Zynga Inc. 699 Eighth Street San Francisco, CA 94103 Attention: [Chief Financial Officer] Telephone No.: (855) 449-9642 Facsimile No.: [] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and condit

Purchase Agreement, dated June 11, 2019, by and among Zynga Inc. and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several initial purchasers named in Schedule I thereto

EXHIBIT 10.1 EXECUTION VERSION $600,000,000 ZYNGA INC. 0.25% CONVERTIBLE SENIOR NOTES DUE 2024 PURCHASE AGREEMENT June 11, 2019 June 11, 2019 Morgan Stanley & Co. LLC BofA Securities, Inc. c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Zynga Inc., a Delaware corporation (the “Company”), pr

First Amendment to Credit Agreement, dated as of June 11, 2019, among Zynga Inc., as borrower, certain subsidiaries of Zynga Inc., as guarantor subsidiaries, and Bank of America, N.A., as lender

EXHIBIT 10.3 FIRST AMENDMENT This FIRST AMENDMENT (this “Amendment”) dated as of June 11, 2019 to the Credit Agreement referenced below is by and among Zynga Inc., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto and Bank of America, N.A. (the “Lender”). W I T N E S S E T H WHEREAS, a revolving credit facility has been extended to the Borrower pursua

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2019 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Form of Office Lease, by and between the registrant, as tenant, and BCP-CG 650 Property LLC, as landlord

Exhibit 10.2 OFFICE LEASE 699 Eighth Street San Francisco, California LANDLORD: BCP-CG 650 Property LLC TENANT: Zynga Inc. Certain portions of this document have been omitted pursuant to Item 601(b)(10) of Regulation S‑K and, where applicable, have been marked with “[***]” to indicate where omissions have been made. The marked information has been omitted because it is (i) not material and (ii) wo

Agreement of Purchase and Sale, dated as of May 24, 2019, by and between Big Dog Holdings LLC, a subsidiary of the registrant, and BCP-CG 650 Property LLC

Exhibit 10.1 650 townsend street and 699 eighth Street san francisco, california AGREEMENT OF PURCHASE AND SALE This Agreement, dated as of May 24, 2019, is between BIG DOG HOLDINGS LLC, a Delaware limited liability company (“Seller”), and BCP-CG 650 Property LLC, a Delaware limited liability company (“Buyer”). RECITALS: This Agreement is entered into on the basis of the following facts, understan

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2019 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Quarterly Report - Q1'19 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga Inc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2019 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Advertising Revenue Advertising Revenue % of Total Revenue 22% 25% $45 $65 Q1’18 Q1’19 Advertising Bookings Advertising Bookings % of Total Bookings 21% 18% $45 $65 Q1’18 Q1’19

Exhibit 99.1 Q1 2019 Zynga Quarterly Earnings Letter May 1, 2019 Dear Shareholders, We look forward to discussing our Q1 2019 results during today’s earnings call at 2:00 p.m. PT. Our quarterly earnings letter below details our Q1 performance, as well as our outlook for Q2 and growth opportunities for 2019 and beyond. Please note that we manage our business based on topline measures including reve

ZNGA / Zynga Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

ZNGA / Zynga Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

SMALL GIANT GAMES OY Index to Financial Statements

Exhibit 99.1 SMALL GIANT GAMES OY Index to Financial Statements Page No. Report of Independent Auditors 2 Balance Sheets 3 Statements of Operations 4 Statements of Comprehensive Loss 5 Statements of Stockholders’ Deficit 6 Statements of Cash Flows 7 Notes to Financial Statements 8 1 Report of Independent Auditors The Board of Directors and Shareholders of Small Giant Games Oy We have audited the a

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2019 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Zynga Inc. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 Zynga Inc. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined balance sheet as of September 30, 2018 and unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2018 and the fiscal year ended December 31, 2017 are based on the historical financial statements of Zynga Inc. (“Z

Third Amended and Restated Bylaws of Zynga Inc.

Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF ZYNGA INC. (A DELAWARE CORPORATION) Effective, February 26, 2019 TABLE OF CONTENTS PAGE ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place Of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 4 Se

ZNGA / Zynga Inc. 2019 S-8

As filed with the Securities and Exchange Commission on February 27, 2019 Registration No.

List of subsidiaries

Exhibit 21.1 SUBSIDIARIES OF ZYNGA INC. Rising Tide Games, Inc. (Delaware) PuzzleSocial, Inc. (Delaware) Spooky Cool Labs LLC (Delaware) Town’s End Studios LLC (Delaware) 650 Townsend Systems LLC (California) 650 Townsend Facility Company, LLC (California) Big Dog Holdings LLC (California) Zynga Game Canada Ltd. (Canada) Zynga Game Ireland Limited (Ireland) Zynga Game International Limited (Irelan

THIRD AMENDED AND RESTATED BYLAWS ZYNGA INC. (A DELAWARE CORPORATION) Effective, February 26, 2019 TABLE OF CONTENTS

Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF ZYNGA INC. (A DELAWARE CORPORATION) Effective, February 26, 2019 TABLE OF CONTENTS PAGE ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place Of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 4 Se

Offer letter between Zynga Inc. and Jeffrey Ryan

Exhibit 10.19 699 Eighth Street San Francisco California 94103 company.zynga.com October 18, 2017 Jeff Ryan [Redacted] Re:Offer of Employment by Zynga Inc. Dear Mr. Jeff Ryan: I am very pleased to confirm our offer to you of full-time employment with Zynga Inc. (the “Company”), in the position of Chief People Officer, reporting to Frank Gibeau, Chief Executive Officer. The terms of our offer and t

ZNGA / Zynga Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga Inc. (Exact Name of

Zynga Inc. Non-Employee Director Compensation Policy

Exhibit 10.11 Zynga Inc. Non-Employee Director Compensation Policy As Amended April 26, 2018 On April 26, 2018, the Compensation Committee of the Board of Directors (the “Board”) of Zynga Inc. (the “Company”) approved this amended and restated compensation policy (the “Policy”) for non-employee directors of the Company. The Policy will become effective as of the amendment date (set forth above). F

ZNGA / Zynga Inc. / PINCUS MARK J - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

ZNGA / Zynga Inc. / VANGUARD GROUP INC Passive Investment

zyngainc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Zynga Inc Title of Class of Securities: Common Stock CUSIP Number: 98986T108 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the

ZNGA / Zynga Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ZYNGA INC - CL A (Name of Issuer) Common Stock (Title of Class of Securities) 98986T108 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

2018 Bold Beat Highlights Legends in CSR2 Solo Challenge in Words With Friends World Poker Tour in Zynga Poker Winter Event in Merge Dragons!

Exhibit 99.1 Q4 2018 Zynga Quarterly Earnings Letter February 6, 2019` Dear Shareholders, We look forward to discussing our Q4 and 2018 full year results during today’s earnings call at 2:00 p.m. PT. Our quarterly earnings letter below details our Q4 and 2018 performance, as well as our outlook for Q1 and growth opportunities for 2019 and beyond. Please note that we manage our business based on to

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2019 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2019 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Share Sale and Purchase Agreement relating to the sale and purchase of all issued and outstanding shares and other equity securities of Small Giant Games Oy between those persons listed in Schedule 1 as Sellers and Zynga Inc. as Purchaser

Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with “[***]” to indicate where omissions have been made.

Credit Agreement, dated as of December 20, 2018, by and among Zynga Inc., as borrower, certain subsidiaries of Zynga Inc., as guarantor subsidiaries, and Bank of America, N.A., as lender.

Exhibit 10.1 CREDIT AGREEMENT Dated as of December 20, 2018 among ZYNGA INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors and BANK OF AMERICA, N.A., as the Lender TABLE OF CONTENTS Page Article I DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 30 1.03 Accounting Terms 31 1.04 Rounding 33 1.05 Times of Day; Rates 33 1.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2018 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Zynga Enters Into Agreement to Acquire Small Giant Games, Creator of Hit Mobile Game Franchise Empires & Puzzles

Exhibit 99.1 Zynga Enters Into Agreement to Acquire Small Giant Games, Creator of Hit Mobile Game Franchise Empires & Puzzles • Adds a Proven Studio, Another Forever Franchise and Expands New Game Pipeline • Acquisition Expected to Close Effective as of January 1, 2019 • Zynga Raises Q4 2018 Financial Guidance Driven by Strength of its Existing Live Services • Management will Host a Live Q&A Sessi

ZNGA / Zynga Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2018 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number

Q3'18 Actuals

Exhibit 99.1 Zynga Q3 2018 Earnings Highlights best mobile performance in Zynga history mobile revenue mobile bookings $212M +9% Y/Y $230M +23% Y/Y $194M $187M Q3’17 $204M $197M Q4’17 $193M $183M Q1’18 $212M $193M Q2’18 $230M $212M Q3’18 mobile revenue mobile bookings record mobile advertising quarter mobile ad revenue +45% Y/Y increased player engagement in Words With Friends mobile ad bookings +

Zynga Inc. 2011 Equity Incentive Plan, as Amended and Restated on August 21, 2018

Exhibit 10.3 ZYNGA INC. 2011 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS, AS AMENDED: APRIL 23, 2015 APPROVED BY THE STOCKHOLDERS: IPO DATE/EFFECTIVE DATE: DECEMBER 15, 2011 AMENDMENT AND RESTATEMENT DATE: AUGUST 21, 2018 1.GENERAL. (a)Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Zynga Game Network, Inc. 2007 Equity Incen

Offer Letter, between Zynga Inc. and Frank Gibeau, as Amended and Restated effective as of August 23, 2018

Exhibit 10.4 699 Eighth Street San Francisco California 94103 company.zynga.com August 23, 2018 Frank Gibeau Re:Offer of Employment by Zynga Inc. Dear Frank: I am very pleased to confirm the revised terms of your employment with Zynga Inc., a Delaware corporation (the “Company”), in the position of Chief Executive Officer reporting to the Company’s Board of Directors (the “Board”). The Board wishe

Zynga Inc. Change in Control Severance Benefit Plan, as Amended and Restated on August 21, 2018

Exhibit 10.1 Zynga Inc. Change in Control Severance Benefit Plan (August 21, 2018, Amendment and Restatement) 1.Introduction. The Zynga Inc. Change in Control Severance Benefit Plan (the “Plan”) was established effective as of September 14, 2011 and is hereby amended and restated effective as of August 21, 2018 (the “Effective Date”). The Plan provides for the payment of certain severance benefits

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2018 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Zynga Inc. 2007 Equity Incentive Plan, as Amended and Restated on August 21, 2018

Exhibit 10.2 ZYNGA INC. 2007 EQUITY INCENTIVE PLAN Adopted on November 2, 2007 As Amended through August 21, 2018 1.PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in

ZNGA / Zynga Inc. ZNGA-Q2-20180630 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga Inc.

Consulting Services Agreement between Zynga Inc. and William B. Gordon, dated as of May 11, 2018

Exhibit 10.2 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (“Agreement”), effective as of May 11, 2018 (the “Effective Date”), is made by and between Zynga Inc. (“Company” or “Zynga”) and William B. Gordon (“Consultant”). Company and Consultant agree as follows: 1. Engagement of Services. 1.1.Services. Subject to the terms of this Agreement and using his own means and methods, C

Q2'18 Actuals

Exhibit 99.1 Zynga Q2 2018 Earnings Highlights mobile momentum mobile revenue mobile bookings $193M +7% Y/Y $212M +17% Y/Y $182M $180M Q2’17 $194M $187M Q3’17 $204M $197M Q4’17 $193M $183M Q1’18 $212M $193M Q2’18 strength across our forever franchises words with friends mobile revenue +30% Y/Y mobile bookings +49% Y/Y CSR2 mobile revenue (4%) Y/Y mobile bookings +21% Y/Y zynga poker mobile revenue

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2018 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

ZYNGA ACQUIRES LEADING GLOBAL MOBILE GAME DEVELOPER GRAM GAMES; TEAM BEHIND HIT TITLES MERGE DRAGONS! AND 1010!

Exhibit 99.1 ZYNGA ACQUIRES LEADING GLOBAL MOBILE GAME DEVELOPER GRAM GAMES; TEAM BEHIND HIT TITLES MERGE DRAGONS! AND 1010! SAN FRANCISCO, May 30, 2018 – Zynga Inc. (Nasdaq: ZNGA), a leading social game developer, today announced it has acquired privately-held mobile game developer Gram Games for $250 million in cash and a three-year earn out based on the team’s achievement of profitability goals

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2018 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Share Sale and Purchase Agreement relating to the sale and purchase of the entire issued share capital of Gram Games Teknoloji A.S. between those persons listed in Schedule 1 as Sellers and Zynga Inc. as Purchaser

Exhibit 2.1 CONFIDENTIAL TREATMENT REQUESTED Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with “[***]” to indicate where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission. Dated 25 May 2018 Share Sale and Purchase Agreement relating

ZNGA / Zynga Inc. Q1 2018 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35375 Zynga Inc

Zynga Zynga Q1 2018 Earnings Highlights STRENGTH IN MOBILE REVENUE & BOOKINGS Mobile Revenue = $182.6M Q1 2018 = +13% Y/Y Mobile Bookings = $193.4M Q1 2018 = +10% Y/Y $176M $162M Q1’17 $182M $180M Q2’17 $187M $194M Q3’17 $197M $204M Q4’17 $193M $183M

Exhibit 99.1 Zynga Zynga Q1 2018 Earnings Highlights STRENGTH IN MOBILE REVENUE & BOOKINGS Mobile Revenue = $182.6M Q1 2018 = +13% Y/Y Mobile Bookings = $193.4M Q1 2018 = +10% Y/Y $176M $162M Q1’17 $182M $180M Q2’17 $187M $194M Q3’17 $197M $204M Q4’17 $193M $183M Q1’18 Mobile Revenue Mobile Bookings CONTINUED GROWTH IN OUR FOREVER FRANCHISES Words With Friends W 2 Mobile Revenue +18% Y/Y Mobile Bo

Director Nomination Letter

Exhibit 10.1 699 Eighth Street San Francisco California 94103 May 2, 2018 Mark Pincus c/o Zynga Inc. 699 Eighth Street San Francisco, CA 94103 Re: Membership on the Board of Directors of Zynga Inc. Dear Mr. Pincus: In recognition of the conversion (the “Conversion”) of all shares of Zynga Inc.’s (“Zynga”) Class B Common Stock and Class C Common Stock into shares of Class A Common Stock (including

ZYNGA FOUNDER MARK PINCUS ESTABLISHES VOTING RIGHTS PARITY FOR ALL COMPANY SHAREHOLDERS AND ELIMINATES MULTI-CLASS SHARE STRUCTURE Pincus Converts All Of His High Voting Shares Into Class A Common Stock

Exhibit 99.2 ZYNGA FOUNDER MARK PINCUS ESTABLISHES VOTING RIGHTS PARITY FOR ALL COMPANY SHAREHOLDERS AND ELIMINATES MULTI-CLASS SHARE STRUCTURE Pincus Converts All Of His High Voting Shares Into Class A Common Stock SAN FRANCISCO – May 2, 2018 – Zynga Inc. (Nasdaq: ZNGA), a leading social game developer, today announced that its founder, Mark Pincus, has converted all of his high voting shares int

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2018 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2018 ZYNGA INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35375 42-1733483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

ZNGA / Zynga Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

ZNGA / Zynga Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

ZNGA / Zynga Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

ZNGA / Zynga Inc. S-8 2018-02

znga-s8.htm As filed with the Securities and Exchange Commission on February 20, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZYNGA INC. (Exact name of Zynga as specified in its charter) Delaware 42-1733483 (State or other jurisdiction of Incorporation or organization) (I.R.S. Emp