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MATTEL INC /DE/ false 0000063276 0000063276 2025-05-02 2025-05-02
 
 

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, 2025

 

 

MATTEL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-05647   95-1567322

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

333 Continental Boulevard

El Segundo, California 90245-5012

(Address of principal executive offices including Zip Code)

Registrant’s telephone number, including area code

(310) 252-2000

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $1.00 per share   MAT   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Section 5 – Corporate Governance and Management

 

Item 5.02.

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

On May 2, 2025, Mattel, Inc. (the “Company” or “Mattel”) appointed Paul Ruh as Chief Financial Officer (“CFO”) effective May 19, 2025. As previously announced, current CFO Anthony DiSilvestro will support this transition by serving as an advisor to the Company through August 15, 2025.

Mr. Ruh, age 58, has served as CFO of consumer health company Kenvue, Inc. since May 2023. Prior to that, Mr. Ruh was CFO of Johnson & Johnson Consumer Health from 2017 to 2023, which became Kenvue following a separation from Johnson & Johnson Services, Inc. Previously, he also served in various other financial leadership roles at PepsiCo, Inc., including as CFO of Latin America, CFO of Pepsi Beverages America, and CFO of PepsiCo Foodservice. Mr. Ruh began his career in operations finance with The Procter & Gamble Company and in corporate finance at McKinsey & Company in Mexico City and Santiago de Chile.

On May 2, 2025, the Company entered into a letter agreement with Mr. Ruh (the “Offer Letter”), pursuant to which Mr. Ruh will receive an annual base salary of $950,000, and his annual target bonus under the Mattel Incentive Plan will be 100% of his base salary, up to a maximum of 200% of his base salary, which will be prorated for 2025. Mr. Ruh will receive a service-vesting new-hire “make whole” stock grant on May 30, 2025 of restricted stock units valued at $3,800,000, which will be converted into a number of shares by dividing the grant value by the fair market value of Mattel’s common stock on the grant date. The service-vesting new-hire “make whole” stock grant will be granted under the Company’s Amended and Restated 2010 Equity and Long-Term Compensation Plan and will vest as to one-third of the shares subject thereto on each of the first three anniversaries of the grant date, subject to Mr. Ruh’s continued service with Mattel through each applicable vesting date. In addition, Mr. Ruh will be eligible to receive annual stock grant awards beginning in 2025, with a total target grant value of $2,825,000 for 2025. Mr. Ruh will also receive a monthly car allowance of $2,000 for his automobile expenses, reimbursement for financial counseling, not to exceed $10,000 on an annual basis, and be a participant in Mattel’s Amended and Restated Executive Severance Plan B (“Severance Plan B”) upon his delivery to the Company of an executed participation letter agreement pursuant to which he agrees to be bound by the terms and conditions of Severance Plan B. Mr. Ruh will also be provided with a $100,000 signing bonus.

The foregoing descriptions are qualified in their entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, Severance Plan B, which was previously filed by the Company and incorporated herein by reference, and the Participation Letter Agreement under Severance Plan B, the form of which was previously filed by the Company and incorporated herein by reference.

Mr. Ruh is not a party to any transactions of the type that would require disclosure under Item 404 of Regulation S-K.

Section 7 – Regulation FD

 

Item 7.01.

Regulation FD Disclosure.

On May 8, 2025, Mattel issued a press release regarding Mr. Ruh’s appointment as the Company’s CFO, a copy of which is furnished as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Section 9 – Financial Statements and Exhibits

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit
No.

  

Exhibit Description

10.1    Letter Agreement between Mattel, Inc. and Paul Ruh, dated May 2, 2025, regarding an offer of employment for the position of Chief Financial Officer
10.2    Form of Participation Letter Agreement under the Mattel, Inc. Executive Severance Plan B (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 24, 2023)
10.3    Mattel, Inc. Amended and Restated Executive Severance Plan B, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 24, 2023)
99.1**    Press release dated May 8, 2025
104    Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

**

Furnished herewith


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MATTEL, INC.

Registrant

By:  

/s/ Jonathan Anschell

Name:   Jonathan Anschell
Title:   Executive Vice President, Chief Legal Officer, and Secretary

Date: May 8, 2025

EX-10.1 2 d830287dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

 

LOGO

May 2, 2025

Dear Paul,

Congratulations! We are excited to invite you to join us at Mattel, where we empower generations to explore the wonder of childhood and reach their full potential.

Mattel would like to extend you an offer of employment for the position of Chief Financial Officer at the El Segundo location, contingent on the terms and conditions set forth in the General Information section below, with an anticipated start date of May 19, 2025. This letter provides an overview of some of the offerings available to you as an employee of Mattel, should you choose to accept our offer. For purposes of this letter, “Mattel” will refer to Mattel, Inc. and its subsidiaries.

BASE PAY

Your annual base pay will be $950,000, payable on a bi-weekly basis, less applicable federal and state taxes and other required withholdings. As this is an exempt position, you are not eligible for overtime pay and your salary is intended to compensate you for all hours worked. Your work hours may vary from week to week depending on the Company’s needs. Paychecks are issued every other Friday for the previous two weeks via direct deposit or, if you do not have direct deposit, to the home address you have on file. For payroll purposes, our workweek is Monday through Sunday.

BONUS - MATTEL INCENTIVE PLAN

The Mattel Incentive Plan (“MIP”) is an annual, discretionary, global cash bonus plan that provides employees the opportunity to earn an award based on Mattel’s financial performance and individual performance results. You are eligible for a target MIP award of 100% of your eligible earnings, up to a maximum of 200% of your eligible earnings. The amount of your actual award, if any, may be more or less than your target, depending on Mattel’s financial performance results and your individual performance results. Mattel must achieve a minimum financial performance goal before an award pool is generated and funded.

You are eligible for an MIP award for the plan year of your hire, if you commence active employment in a Regular status (as defined in the Employee Handbook) on or before the first Monday in October of that plan year, and your award, if any, will be pro-rated based on your hire date. In order to earn an award under the MIP, you need to be continuously employed as an active Regular employee of Mattel in good standing (as determined by Mattel in its discretion) through the payment date. Mattel reserves the right to reduce MIP awards in its discretion, even if you satisfy these requirements.

 

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SIGNING BONUS

You will receive a signing bonus in the gross amount of $100,000, less applicable federal and state taxes and other required withholdings, typically payable on the next pay period following 30 days from your hire date. In order to earn the signing bonus, you must complete one year of service from your hire date. If, within one year of your hire date, you choose to voluntarily terminate your employment with Mattel, or you are discharged for “cause” as defined below, the signing bonus will not have been earned, and you agree to repay this entire gross amount in full within 30 days of your termination date. You agree to repay this entire gross amount even if you are unable to recover some or all of the taxes paid with respect to the signing bonus.

CAR ALLOWANCE

You will receive a monthly car allowance in the amount of $2,000, payable on a biweekly basis, less applicable federal and state taxes and other required withholdings. The car allowance is intended to cover all automobile expenses including mileage, gasoline, maintenance and insurance, and you are responsible for tracking any business usage/expenses for your personal tax purposes.

STOCK GRANT

New Hire Stock Grant

You will receive a new hire “make whole” stock grant with a value of $3,800,000, and a grant date of the last trading day of the month of your hire.

 

   

The grant dollar value will be converted into a number of Restricted Stock Units (“RSUs”) by dividing the grant dollar value by Mattel’s closing stock price on the grant date.

 

   

If you remain employed by Mattel, the RSUs will vest over the three-year period following the grant date: 33% on the first anniversary of the grant, 33% on the second anniversary of the grant, and 34% on the third anniversary of the grant.

 

   

Upon vesting, you will receive shares of Mattel stock, less applicable federal and state taxes and other required withholdings.

Annual Stock Grant

You will be eligible to receive an annual stock grant beginning in 2025. Your 2025 stock grant value will be $2,825,000, with a grant mix and grant dates as follows:

 

   

50% RSUs: The grant date will be the last trading day of the month of your hire with a vesting schedule as noted above.

 

   

50% Performance Stock Units (“PSUs”): The grant date will be the date that the Compensation Committee (“Committee”) approves the 2025-2027 Long-Term Incentive Program (“LTIP”), anticipated to be in May, or if your hire date is later than the LTIP approval date, the last trading day of the month of your hire.

Annual stock grants in future years are currently anticipated to be made around the end of April of each year and will be subject to approval by the Committee.

Please note this is a summary of your stock grants, and once approved, in order to receive your grants, you will be required to enter into stock grant agreements setting forth the terms and conditions that govern your stock grants.

 

   Page 2 of 6   


Stock Ownership

You will be subject to stock ownership guidelines established as a multiple of base pay. Your stock ownership requirement will be three times your then-current annual base pay. You will have five years from your hire date to attain your targeted level of ownership. Our stock ownership guidelines provide that if the target level ownership is not met within the compliance deadline, you must retain 100% of after-tax shares acquired from stock grants until such guidelines are met. Our stock ownership guidelines are reviewed annually by the Committee for individual compliance.

BENEFITS AND EMPLOYEE PROGRAMS

Mattel offers a comprehensive benefits package and an extensive array of valuable programs and services designed to support your total wellbeing.

Health and Welfare

You and your qualified dependents, if applicable, will be eligible to participate in Mattel’s health and welfare benefits (some of which require enrollment) as of your hire date, with the exception of short & long-term disability insurance, which will be available upon the completion of the 90-day introductory period. You will receive information about Mattel’s health and welfare benefits in your new hire materials.

Retirement/401(k)

Mattel provides eligible employees the opportunity to participate in a 401(k)-retirement program, the Mattel, Inc. Personal Investment Plan (“PIP”), that provides a variety of investment options. You will be automatically enrolled in the PIP if you are age 20 or older. The PIP currently provides generous Company Automatic and Company Matching contributions, in addition to your own contributions.

 

   

Mattel Automatic Contributions: Mattel will make automatic contributions to your account ranging from 3% to 7% of your eligible pay, based on your age, even if you do not contribute.

 

   

Employee Contributions: The PlP allows for voluntary employee contributions up to 80% of your eligible pay, subject to Internal Revenue Code (“IRC”) limitations. You will be initially enrolled at 2% of your eligible compensation on a pre-tax basis, which will be matched 50% by Mattel, to help you get started. This contribution will begin automatically after 30 days from your hire date. You will have the opportunity to opt-out of the 2% pre-tax contribution before the first deduction from your paycheck and may make changes anytime.

 

   

Mattel Matching Contributions: Mattel will match your contributions 50% up to the first 6% of your eligible pay. If you elect an employee contribution of at least 6%, you will receive the maximum Mattel matching contribution.

You will receive PIP information in your new hire materials that provides additional details regarding your contribution and investment options, including your right to opt out of automatic enrollment.

Financial Counseling

You will be eligible to receive reimbursement from Mattel of up to $10,000 per year, less applicable federal and state taxes and other required withholdings, for financial counseling services through a company of your choice.

 

   Page 3 of 6   


Deferred Compensation

You will be eligible to participate in the Mattel, Inc. Deferred Compensation & PIP Excess Plan (“DCP”). Under this plan, you may elect to defer (pre-income tax) a portion of your base pay or annual MIP bonus, as well as continue deferrals and Mattel contributions that cannot be made into our 401(k) plan due to IRC limitations, with various investment and payment options available.

You will receive DCP information around 30 days from your hire date that provides additional details regarding your enrollment options.

Flexible Personal Paid Time Off

Mattel recognizes the value of rest and relaxation and provides eligible exempt employees Flexible Personal Paid Time Off (“Flexible Personal PTO”) for personal and leisure time away from work, following successful completion of the introductory period (usually on the 90th day of continuous employment). While you do not have a specified amount of Flexible PTO, use of Flexible PTO is subject to the needs of the business and the Chief Executive Officer’s discretion. For leaves of absence, jury duty, and sick leave, different practices apply.

COMPENSATION RECOVERY POLICY

You will be subject to Mattel’s Compensation Recovery Policy (“Clawback Policy”). The Clawback Policy permits the Committee to require forfeiture or reimbursement of certain cash and stock that was paid, granted, or vested based upon the achievement of financial results that, when recalculated to include the impact of a material financial restatement, were not achieved, whether or not fraud or misconduct was involved. An acknowledgement will be provided to you for signature, along with a copy of the Clawback Policy.

EXECUTIVE SEVERANCE PLAN

You will be covered under the Executive Severance Plan upon Mattel’s receipt of a signed Participation Letter Agreement, which will be provided to you, along with a copy of the Executive Severance Plan.

GENERAL INFORMATION

This offer letter is only a summary of your pay, benefit, and employee program offerings. More details and plan provisions are provided in our Summary Plan Descriptions, plan documents or program summaries, which govern and are subject to periodic modification and revision. You will receive specific benefit information, enrollment instructions, and additional employee program information upon hire. If there are any conflicts between the terms of this letter and any plan documents, the terms of the plan documents will apply.

This offer letter supersedes any prior communications you may have had with Mattel employees and/or representatives and reflects the entire understanding between you and Mattel, with respect to Mattel’s offer of employment. No Mattel employee and/or representative has the authority to make any promise related to this offer that is not contained in this letter and, by signing below, you affirm that you have not signed this offer letter in reliance on any such promise. By signing below, you confirm that your negotiation, acceptance and/or performance of the terms of this offer does not violate any contract or arrangement you may have with any third party. If Mattel (in its sole discretion) determines that your confirmation may be inaccurate for any reason, it can be a basis for terminating your employment with “cause” as defined below. By signing below, you agree to indemnify Mattel and the Mattel family of companies against any claims that may be brought against such companies relating to any allegation that you violated any contract or arrangement between you and such third party.

 

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For purposes of this offer letter only, and without altering the at-will employment offered by Mattel, “cause” shall mean Mattel’s good faith belief that you: (i) neglected significant duties you were required to perform; (ii) violated a material Mattel policy, rule or guideline; (iii) engaged in an act of dishonesty, fraud, misrepresentation or other act of moral turpitude; (iv) engaged in an act or omission in the course of your employment which constitutes gross negligence; or (v) willfully failed to obey a lawful direction of Mattel’s Board of Directors or Mattel.

The terms of this offer letter do not imply employment for a definite period. This means that your employment will be at-will, and either you or Mattel can terminate it at any time, for any or no reason, with or without cause or advance notice. This at-will relationship cannot be changed by any statement, act, series of events, or pattern of conduct and can only be changed by an express, written agreement signed by Mattel’s Chief People Officer or Chief Executive Officer. For purposes of clarity, your participation in any incentive or benefit program will not be construed as (i) any assurance of continuing employment for any particular period of time, or (ii) a restriction on Mattel’s right to terminate your employment at-will.

This offer is contingent upon satisfactory completion of a background check, including verification of information listed on your resume, employment application and any other supporting documentation provided, such as previous employers, academic institutions attended, and eligibility to work in the United States. Should you choose to accept this offer and become an employee of Mattel, you will be subject to Mattel’s employment policies and Code of Conduct. As a condition of your employment, you must read and sign the following documents:

 

   

Employee Handbook, State Supplement and if applicable, business unit-specific addendum and Acknowledgement

 

   

Mutual Arbitration Agreement

 

   

Employee Confidentiality and Inventions Agreement (in which you will be asked to disclose all prior inventions, if any, that you own) and Addendum

 

   

Mattel’s Code of Conduct and Acknowledgement

 

   

Conflict of Interest Questionnaire

If you would like to review any of these documents before you make your decision to accept our offer, your recruiter can provide them.

Should you choose to accept our offer, you will receive onboarding information via email providing information and forms that you will need to complete before or on your hire date.

Also, please note that as an executive of Mattel, and an officer, you will be considered an Insider for purposes of Mattel’s Insider Trading Policy (the “Policy”) and are subject to trading window period and pre-clearance restrictions. This means that you are generally restricted to conducting pre-cleared transactions in Mattel stock only during open trading window periods and in accordance with the Policy. Examples of such transactions include sales of shares of Mattel stock and changes in contribution elections to the Mattel stock fund under the PIP (Mattel’s 401(k) Plan) and DCP. You will receive additional information about the Policy and its restrictions shortly after your hire date.

Paul, we are sincerely pleased to extend this contingent offer of employment and look forward to hearing from you soon. If you accept the terms of our offer as noted above, please sign below and return this letter. If I can answer any questions, please do not hesitate to contact me.

 

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We hope you will join us in our mission to create innovative products and experiences that inspire fans, entertain audiences, and develop children through play!

Sincerely,

/s/ Karen Ancira

Karen Ancira

Executive Vice President & Chief People Officer

 

Agreed and accepted:    
/s/ Paul Ruh     May 2, 2025
Paul Ruh     Date

 

   Page 6 of 6   
EX-99.1 3 d830287dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

Mattel Appoints Paul Ruh as Chief Financial Officer

 

LOGO

EL SEGUNDO, Calif., May 8, 2025 – Mattel, Inc. (NASDAQ: MAT) today announced the appointment of Paul Ruh as Chief Financial Officer, effective May 19, 2025. Ruh succeeds Mattel’s current CFO Anthony DiSilvestro, who announced his retirement in January. DiSilvestro will continue to serve as an advisor to the company through August 15, 2025, to ensure a seamless transition of responsibilities. Ruh will report to Ynon Kreiz, Chairman and Chief Executive Officer of Mattel.

Kreiz said: “Paul brings to Mattel an exceptional track record as a global finance leader for some of the world’s largest consumer brands, guiding companies to achieve operational excellence and driving strong performance. We welcome Paul at an exciting chapter in our journey and look forward to his partnership as we continue to successfully execute our multi-year strategy and unlock the full value of our IP outside the toy aisle.”

Ruh said: “The strength of Mattel’s iconic portfolio of global brands is matched only by its potential for future growth. I look forward to partnering with Ynon and the team to help Mattel execute its strategy and create long-term value for shareholders.”

In his role at Mattel, Ruh will oversee Mattel’s global finance organization, including financial planning and analysis, global shared services, real estate, internal audit, investor relations, tax, and treasury, as well as the company’s global technology organization.


Ruh brings to Mattel more than 30 years of public company finance experience and expertise scaling and strengthening world-renowned consumer brands. He currently serves as CFO of consumer health company Kenvue Inc., where he led the separation from Johnson & Johnson Services, Inc., from the planning stages through the IPO, one of the largest splits in public company history. At Kenvue, he helped shaped the strategy and capital allocation priorities to allow more investment behind its brands, setting the stage for accelerated profitable growth.

Prior to that, Ruh was CFO of Johnson & Johnson Consumer Health, where he executed transformational change, putting the business in a position of financial strength, and successfully navigating the challenges posed by the COVID-19 pandemic. He previously spent 13 years at PepsiCo, Inc. in various finance leadership roles, most recently serving as CFO of its multibillion-dollar Latin America business. He began his career in operations finance with The Procter & Gamble Company and in corporate finance at McKinsey & Company in Mexico City and Santiago de Chile.

Ruh holds a Bachelor of Science in Engineering from the Universidad Iberoamericana in Mexico City and an MBA from the MIT Sloan School of Management.

Kreiz added: “On behalf of Mattel’s Board of Directors and management team, we are grateful for Anthony’s countless contributions to Mattel. He played a pivotal role in our transformation and helped to create the financial strength we have as a company today. We wish him the very best in his retirement.”

####

About Mattel

Mattel is a leading global toy and family entertainment company and owner of one of the most iconic brand portfolios in the world. We engage consumers and fans through our franchise brands, including Barbie®, Hot Wheels®, Fisher-Price®, American Girl®, Thomas & Friends™, UNO®, Masters of the Universe®, Matchbox®, Monster High®, MEGA® and Polly Pocket®, as well as other popular properties that we own or license in partnership with global entertainment companies. Our offerings include toys, content, consumer products, digital and live experiences. Our products are sold in collaboration with the world’s leading retail and ecommerce companies. Since its founding in 1945, Mattel is proud to be a trusted partner in empowering generations to explore the wonder of childhood and reach their full potential. Visit us at mattel.com.

Cautionary Note Regarding Forward-Looking Statements

Mattel cautions the reader that this press release contains a number of forward-looking statements, which are statements that relate to the future and are, by their nature, uncertain. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. The use of words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “looks forward,” “confident that,” “believes,” and “targeted,” among others, generally identify forward-looking statements. These forward-looking statements are based on currently available operating, financial, economic, and other information and assumptions, and are subject to a number of significant risks and uncertainties. A variety of factors or combination of factors, many of which are beyond Mattel’s control, may cause actual future results or outcomes, or the timing of those results or outcomes, to differ materially from those contained in any forward-looking statements.


Specific factors that might cause such a difference include, but are not limited to: (i) Mattel’s ability to design, develop, produce, manufacture, source, ship, and distribute products in a timely and cost-effective manner; (ii) sufficient interest in and demand for the products and entertainment Mattel offers by retail customers and consumers to profitably recover Mattel’s costs; (iii) downturns in economic conditions affecting Mattel’s markets which can negatively impact retail customers and consumers, and which can result in lower employment levels and lower consumer disposable income and spending, including lower spending on purchases of Mattel’s products; (iv) other factors which can lower discretionary consumer spending, such as higher costs for fuel and food, drops in the value of homes or other consumer assets, and high levels of consumer debt; (v) potential difficulties or delays Mattel may experience in implementing cost savings and efficiency enhancing initiatives; (vi) other economic and public health conditions or regulatory changes in the markets in which Mattel and its customers and suppliers operate, which could create delays or increase Mattel’s costs, such as higher commodity prices, labor costs or transportation costs, or outbreaks of disease; (vii) the effect of inflation on Mattel’s business, including cost inflation in supply chain inputs and increased labor costs, as well as pricing actions taken in an effort to mitigate the effects of inflation; (viii) currency fluctuations, including movements in foreign exchange rates, which can lower Mattel’s net revenues and earnings, and significantly impact Mattel’s costs; (ix) the concentration of Mattel’s customers, potentially increasing the negative impact to Mattel of difficulties experienced by any of Mattel’s customers, such as bankruptcies or liquidations or a general lack of success, or changes in their purchasing or selling patterns; (x) the inventory policies of Mattel’s retail customers, as well as the concentration of Mattel’s revenues in the second half of the year, which coupled with reliance by retailers on quick response inventory management techniques, increases the risk of underproduction, overproduction, and shipping delays; (xi) legal, reputational, and financial risks related to security breaches or cyberattacks; (xii) work disruptions, including as a result of supply chain disruption such as plant or port closures, which may impact Mattel’s ability to manufacture or deliver product in a timely and cost-effective manner; (xiii) the impact of competition on revenues, margins, and other aspects of Mattel’s business, including the ability to offer products that consumers choose to buy instead of competitive products, the ability to secure, maintain, and renew popular licenses from licensors of entertainment properties, and the ability to attract and retain talented employees and adapt to evolving workplace models; (xiv) the risk of product recalls or product liability suits and costs associated with product safety regulations; (xv) tariffs, trade restrictions, or trade barriers, which depending on the effective date and duration of such measures, changes in the amount, scope, and nature of such measures in the future, any countermeasures that the target countries may take, and any mitigating actions that may become available, could increase Mattel’s product costs and other costs of doing business, and other changes in laws or regulations in the United States and/or in other major markets, such as China, in which Mattel operates, including, without limitation, with respect to taxes, trade policies, product safety, or sustainability, which may also increase Mattel’s product costs and other costs of doing business, and in each case reduce Mattel’s earnings and liquidity; (xvi) business disruptions or other unforeseen impacts due to economic instability, political instability, civil unrest, armed hostilities (including the impact of the Russia-Ukraine war and geopolitical developments in the Middle East) or terrorist activities, natural and man-made disasters, pandemics or other public health crises, or other catastrophic events; (xvii) failure to realize the planned benefits from any investments or acquisitions made by Mattel; (xviii) the impact of other market conditions or third-party actions or approvals, including those that result in any significant failure, inadequacy, or interruption from vendors or outsourcers, which could reduce demand for Mattel’s products, delay or increase the cost of implementation of Mattel’s programs, or alter Mattel’s actions and reduce actual results; (xix) changes in financing markets or the inability of Mattel to obtain financing on attractive terms; (xx) the impact of litigation, arbitration, or regulatory decisions or settlement actions; (xxi) Mattel’s ability to navigate regulatory frameworks in connection with new areas of investment, product development, or other business activities, such as artificial intelligence, non-fungible tokens, and cryptocurrency; (xxii) an inability to remediate the material weakness in Mattel’s internal control over financial reporting, or additional material weaknesses or other deficiencies in the future or the failure to maintain an effective system of internal control; and (xxiii) other risks and uncertainties as may be described in Mattel’s filings with the Securities and Exchange Commission, including the “Risk Factors” sections of Mattel’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and subsequent periodic filings, as well as in Mattel’s other public statements.


Mattel does not update forward-looking statements and expressly disclaims any obligation to do so, except as required by law.

Securities Analysts

Jenn Kettnich

Jenn.Kettnich@Mattel.com

News Media

Catherine Frymark

Catherine.Frymark@Mattel.com

MAT-FIN MAT-CORP