Form 8-K

8-K — MATTEL INC /DE/

Accession: 0001628280-26-051317

Filed: 2026-07-31

Period: 2026-07-29

CIK: 0000063276

SIC: 3942 (DOLLS & STUFFED TOYS)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — mat-20260729.htm (Primary)

EX-10 (ex101.htm)

EX-99 (ex991.htm)

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8-K

8-K (Primary)

Filename: mat-20260729.htm · Sequence: 1

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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 29, 2026

______________________________________________

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)

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 July 29, 2026, Roberto Stanichi was promoted to the position of President, Chief Marketing and Brand Officer of Mattel,

Inc. (the “Company” or “Mattel”). Mr. Stanichi, age 47, previously served as the Company’s Executive Vice President and

Chief Global Brand Officer. Mr. Stanichi oversees the Company’s brand and business strategy, marketing, consumer insights,

and product design functions and will continue to report to Ynon Kreiz, Mattel’s Chairman and Chief Executive Officer.

Mr. Stanichi has served as the Company's Executive Vice President and Chief Global Brand Officer since September 2025.

Previously, he served as Executive Vice President Hot Wheels and Head of Vehicles and Building Sets from September 2024 to

September 2025, and Senior Vice President Hot Wheels and Global Head of Vehicles from January 2020 to September 2024.

Mr. Stanichi originally joined Mattel in 2004 and has held a variety of senior leadership roles across the Company's global

brand portfolio. Prior to rejoining Mattel in 2020, he held positions at Spin Master and PepsiCo.

In connection with the promotion, on July 29, 2026, the Company entered into a letter agreement with Mr. Stanichi (the “Offer

Letter”), pursuant to which Mr. Stanichi will receive an annual base salary of $900,000. Effective for the 2026 performance

year, his annual target award under the Mattel Incentive Plan (the “MIP”) will be 100% of his annual base salary, up to a

maximum of 200% of his annual base salary.

In connection with the promotion, Mr. Stanichi will receive two special stock grants, each with a grant date of July 31, 2026

(the “Grant Date”): (i) an incremental stock grant with an aggregate grant value of $1,900,000, granted 50% in the form of

restricted stock units (“RSUs”) that vest as to 33%, 33% and 34% of the underlying shares on the first, second, and third

anniversaries of the Grant Date, respectively, and 50% in the form of performance stock units (“PSUs”) granted under, and

subject to the terms of, the Company’s 2026 Long-Term Incentive Program; and (ii) a promotion stock grant with an aggregate

grant value of $2,000,000, granted entirely in the form of RSUs that vest as to 50% of the underlying shares on each of the first

and second anniversaries of the Grant Date. The RSU portions of these grants will be converted into a number of RSUs by

dividing the applicable grant value by the closing price of Mattel common stock on the Grant Date, and each award is subject to

Mr. Stanichi’s continued employment with Mattel through the applicable vesting date.

Beginning in 2027, Mr. Stanichi’s annual target stock grant value will increase to $3,000,000, subject to annual approval by the

Compensation Committee of the Company’s Board of Directors. Mr. Stanichi will continue to receive a monthly car allowance

of $2,000, will remain subject to the Company’s stock ownership guidelines (with a target ownership level of three times his

annual base salary) and the Company’s Compensation Recovery Policy, and will participate in the Company’s Executive

Severance Plan as a Tier II participant. The stock grants described above will be granted under the Company’s Amended and

Restated 2010 Equity and Long-Term Compensation Plan, as amended, and the applicable form award agreements thereunder.

The foregoing description of the Offer Letter is qualified in its 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.

There are no family relationships between Mr. Stanichi and any director or executive officer of the Company, and there are no

arrangements or understandings between Mr. Stanichi and any other person pursuant to which he was appointed to his new

position. Mr. Stanichi is not a party to any transactions of the type that would require disclosure under Item 404(a) of

Regulation S-K.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On July 31, 2026, Mattel issued a press release regarding Mr. Stanichi’s promotion, 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 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 Roberto Stanichi, dated July 29, 2026, regarding his promotion

to President, Chief Marketing and Brand Officer

99.1*

Press release dated July 31, 2026

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

Dated: July 31, 2026

EX-10

Filename: ex101.htm · Sequence: 2

Document

Exhibit 10.1

July 29, 2026

Roberto Stanichi

1811 Huntington Ln

Unit B

Redondo Beach, CA 90278

Dear Roberto,

Mattel is pleased to extend this offer of compensation in connection with your promotion to President, Chief Marketing and Brand Officer, as approved by the Compensation Committee of the Board of Directors (“Compensation Committee”) and the terms and conditions set forth in the General Information section below, effective upon Mattel’s receipt of your signature on this letter (“Effective Date”). For purposes of this letter, “Mattel” will refer to Mattel, Inc. and its subsidiaries.

BASE PAY

Beginning with the next regular pay period following the Effective Date, your annual base pay will be $900,000, payable on a bi-weekly basis, less applicable federal and state taxes and other required withholdings.

BONUS - MATTEL INCENTIVE PLAN

You will continue to be eligible for a Mattel Incentive Plan (“MIP”) award. Beginning for 2026, your award target will be 100% of your annual base salary, up to a maximum of 200% of your annual base salary. This increased target will apply for the full 2026 performance year and will not be prorated based on the Effective Date. The amount of your actual award, if any, may be more or less than your target, depending on Mattel’s financial performance results against the established MIP goals and your individual performance results. Mattel must achieve a minimum financial performance goal before an award pool is generated and funded.

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.

STOCK GRANTS

Annual Stock Grant

You will continue to be eligible to receive an annual stock grant, with an increased grant value of $3,000,000 beginning in 2027, subject to Compensation Committee approval each year. 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.

Incremental Stock Grant

You will receive a stock grant with a value of $1,900,000 and a grant date of the last trading day of the month of the Effective Date.

•50% of 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.

Roberto Stanichi Page 1 of 3

oIf 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.

•50% of the grant dollar value will be converted into a number of Performance Stock Units (“PSUs”) in the manner approved by the Compensation Committee and will be subject to the 2026 Long-Term Incentive Program approved by the Compensation Committee.

Promotion Stock Grant

You will receive an additional stock grant with a value of $2,000,000 and a grant date of the last trading day of the month of the Effective Date.

•The grant dollar value will be converted into a number of RSUs by dividing the grant dollar value by Mattel’s closing stock price on the grant date.

oIf you remain employed by Mattel, the RSUs will vest over the two-year period following the grant date: 50% on the first anniversary of the grant and 50% on the second anniversary of the grant.

STOCK OWNERSHIP

You will continue to be subject to stock ownership guidelines established as a multiple of your annual base salary. Your current target level of ownership is three times your then-current base salary. 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 our Compensation Committee for individual compliance.

CAR ALLOWANCE

You will continue to 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.

BENEFITS AND EMPLOYEE PROGRAMS

You will continue to participate in Mattel’s benefit and employee programs.

COMPENSATION RECOVERY POLICY

You will continue to be subject to Mattel’s Compensation Recovery Policy (“Clawback Policy”).

EXECUTIVE SEVERANCE PLAN

As a President and direct report to the Chief Executive Officer, you will be covered under the Executive Severance Plan as a Tier II participant.

GENERAL INFORMATION

This offer letter is only a summary, and 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.

Roberto Stanichi Page 2 of 3

Your annual compensation components noted above will next be reviewed during Mattel’s regular annual compensation review cycle currently scheduled to occur in November 2027 for resulting actions in 2028.

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 in the Executive Severance Plan. 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.

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.

Also, please note that as an executive of Mattel, and an officer, you will continue to be considered an Insider for purposes of Mattel's Insider Trading Policy (the “Policy”) and are subject to window period and pre-clearance restrictions. This means that you are generally restricted to conducting pre-cleared transactions in Mattel stock only during open window periods and in accordance with the Policy. Examples of such transactions include sales of shares related to a stock option exercise (including sales of shares to generate cash to pay the exercise price) and changes in contribution elections to the Mattel stock fund under Mattel's 401(k) plan.

If you accept the terms of our offer as noted above, please sign below and return this letter.

Sincerely,

/s/ Karen Ancira

Karen Ancira

Executive Vice President and Chief People Officer

Agreed and accepted:

/s/ Roberto Stanichi 7/29/2026

Roberto Stanichi

Date

Roberto Stanichi Page 3 of 3

EX-99

Filename: ex991.htm · Sequence: 3

Document

Exhibit 99.1

Mattel Promotes Roberto Stanichi to President, Chief Marketing and Brand Officer

EL SEGUNDO, Calif., July 31, 2026 — Mattel, Inc. (NASDAQ: MAT) today announced the promotion of Roberto Stanichi to President, Chief Marketing and Brand Officer.

Ynon Kreiz, Chairman and Chief Executive Officer of Mattel, said: “Roberto has made significant progress establishing Mattel’s brand-centric organization and operating model. We have further aligned our brands, marketing, and demand creation capabilities to manage our portfolio more holistically and advance our strategy to grow our IP-driven play and family entertainment business. We look forward to building on this momentum under Roberto’s leadership.”

Stanichi oversees Mattel’s world-class portfolio of global brands including Hot Wheels, Barbie, Fisher-Price, and UNO, leading brand and business strategy, marketing, consumer insights, and product design. He has been instrumental in leading Mattel’s evolution to a brand-centric operating model since becoming Chief Global Brand Officer in 2025. He has enhanced brand stewardship from global strategy to local markets while creating an integrated approach across brand management, design, franchise, entertainment, and marketing.

Stanichi added: “Our brands are at the center of everything we do, and our iconic portfolio gives us a tremendous opportunity to build even stronger connections with fans around the world. It is an honor to lead Mattel's global brands and work alongside our talented teams to help drive Mattel’s next phase of growth.”

Prior to being named Chief Global Brand Officer, Stanichi served as Head of Vehicles and Building Sets, overseeing Hot Wheels’ record-setting growth, Matchbox, Thomas &

Friends, MEGA BLOKS, and the successful launch of Mattel Brick Shop. He previously held senior leadership roles across categories such as Infant, Toddler & Preschool, Action Figures, Building Sets, and Games in his more than 20 years at Mattel.

About Mattel

Mattel is a leading global play 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®, 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.

Press Contact

Catherine Frymark

catherine.frymark@mattel.com

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