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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-28 · 59 added, 67 removed, 174 unchanged (42% of the section changed)

19 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and December 25, 2022, the related consolidated statements of operations, comprehensive earnings, shareholders’ equity and redeemable noncontrolling interests, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February 28, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 29, 2024 and December 31, 2023, the related consolidated statements of operations, comprehensive earnings (loss), shareholders’ equity and redeemable noncontrolling interests, and cash flows for each of the years in the three-year period ended December 29, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

28 unchanged sentences

Business, of this Form 10-K under the caption “Our Executive Officers” and is incorporated herein by reference.

The information related to our insider trading policies and procedures applicable to directors, officers and employees, and to the Company itself is contained under the heading “Insider Trading Policy” in the Company’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

A copy of the Company's Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.

The Company has a Code of Conduct, which is applicable to all of the Company’s employees, officers and directors, including the Company’s Chief Executive Officer, Chief Financial Officer and Controller.

2 unchanged sentences

Although the Company does not generally intend to provide waivers of or amendments to the Code of Conduct for its Chief Executive Officer, Chief Financial Officer, Controller, or other officers or employees, information concerning any waiver of or amendment to the Code of Conduct for the Chief Executive Officer, Chief Financial Officer, Controller, or any other executive officers or directors of the Company, will be promptly disclosed on the Company’s website in the location where the Code of Conduct is posted.

The Company has also posted on its website, in the Corporate Governance location referred to above, copies of its Corporate Governance Principles and of the charters for its (i) Audit Committee, (ii) Compensation Committee, (iii) Finance and Capital Allocation Committee, (iv) Nominating, Governance and Social Responsibility Committee, and (v) Cybersecurity and Data Privacy Committee of its Board of Directors.

The Company has also posted on its website, in the Corporate Governance location referred to above, copies of its Corporate Governance Principles and of the charters for its (i) Audit Committee, (ii) Compensation and Talent Committee, (iii) Finance and Capital Allocation Committee, and (iv) Nominating, Governance and Social Responsibility Committee.

In addition to being accessible on the Company’s website, copies of the Company’s Code of Conduct, Corporate Governance Principles, and charters for the Company’s Board Committees, are all available free of charge upon request to the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary, Tarrant Sibley, at 1027 Newport Avenue, P.O.

1 unchanged sentence

Executive Compensation.

The information required by this item is contained under the captions “Compensation of Directors”, “Executive Compensation”, “Compensation Committee Report”, “Compensation Discussion and Analysis” and “Compensation Committee Interlocks and Insider Participation” in the Company’s definitive proxy statement for the 2024 Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by this item is contained under the captions “Compensation of Directors”, “Executive Compensation”, “Compensation and Talent Committee Report”, “Compensation Discussion and Analysis” and “Compensation Committee Interlocks and Insider Participation” in the Company’s definitive proxy statement for the 2025 Annual Meeting of Shareholders and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

6 unchanged sentences

Exhibits, and Financial Statement Schedules.

(a) Consolidated Financial Statements, Consolidated Financial Statement Schedules and Exhibits

(1) Consolidated Financial Statements

Included in PART II of this report:

Report of Independent Registered Public Accounting Firm (PCAOBID 185)

(a) The following documents are filed as part of this Form 10-K:

(1) Financial Statements under Item 8.

Consolidated Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 29, 2024 and December 31, 2023

2 unchanged sentences

Consolidated Statements of Cash Flows for the Three Fiscal Years Ended in December 2024, 2023 and 2022

Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interests for the Three Fiscal Years Ended in December 2023, 2022 and 2021

Consolidated Statements of Shareholders’ Equity for the Three Fiscal Years Ended in December 2024, 2023 and 2022

Notes to Consolidated Financial Statements

(2) Consolidated Financial Statement Schedules

Included in PART IV of this report:

For the Three Fiscal Years Ended in December 2023, 2022 and 2021:

Schedule II—Valuation and Qualifying Accounts

Schedules other than those listed above are omitted for the reason that they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.

Columns omitted from schedules filed have been omitted because the information is not applicable.

Form 10-K Summary.

Not applicable.

INDEX TO EXHIBITS

Plan of Acquisition

10 unchanged sentences

(d) Second Amended and Restated Bylaws of the Company.

(Incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K dated September 30, 2022, File No.

(Incorporated by reference to Exhibit 3.

1 to the Company’s Current Report on Form 8-K dated September 30, 2022, File No.

(e) Certificate of Designations of Series C Junior Participating Preference Stock of Hasbro, Inc.

28 unchanged sentences

(Incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed November 19, 2019, File No.

(i) Description of the Company’s Common Stock, $0.50 par value per share, registered pursuant to Section 12 of the Exchange Act.

(i) Seventh Supplemental Indenture dated as of May 8 , 2024, among the Company and The Bank of New York Mellon Trust Company, N.A.

Bank, National Association, supplementing the Indenture dated as of March 15, 2000.

(Incorporated by reference to Exhibit 1 .1 to the Company’s Current Report on Form 8-K filed May 14, 2024, File No.

(j) Description of the Company’s Common Stock, $0.50 par value per share, registered pursuant to Section 12 of the Exchange Act.

(Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 29, 2019, File No.

Material Contracts

(a) Second Amended and Restated Revolving Credit Agreement, dated as of September 20, 2019, by and among Hasbro, Inc., Bank of America, N.A.

(a) Second Amended and Restated Revolving Credit Agreement, dated as of Septembe r 20, 2019, by and among Hasbro, Inc., Bank of America, N.A.

and the other financial institutions party thereto.

(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 24, 2019, File No.

First Amendment to Second Amended and Restated Revolving Credit Agreement, dated April 12, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 14, 2023, File No.

Second Amendment to the Second Amended and Restated Revolving Credit Agreement, dated August 3, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 7, 2023, File No.

Third Amended and Restated Revolving Credit Agreement, dated September 5, 2023, by and among Hasbro, Inc., Hasbro SA, Bank of America, N.A., and the other financial institutions party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 6, 2023, File No.

Form of Commercial Paper Deal Agreement.

(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 24, 2019, File No.

(b) First Amendment to Second Amended and Restated Revolving Credit Agreement, dated April 12, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 14, 2023, File No.

(c) Second Amendment to the Second Amended and Restated Revolving Credit Agreement, dated August 3, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 7, 2023, File No.

(d) Third Amended and Restated Revolving Credit Agreement, dated September 5, 2023, by and among Hasbro, Inc., Hasbro SA, Bank of America, N.A., and the other financial institutions party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 6, 2023, File No.

(e) Form of Commercial Paper Deal Agreement.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 28, 2011, File No.

Form of Issuing and Paying Agent Agreement.

(f) Form of Issuing and Paying Agent Agreement.

(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 28, 2011, File No.

Term Loan Agreement, dated as of September 20, 2019, by and among Hasbro, Inc., Bank of America, N.A., and the other financial institutions party thereto.

(g) Term Loan Agreement dated as of September 20, 2019, by and among Hasbro, Inc., Bank of America, N.A., and the other financial institutions party thereto.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 24, 2019, File No.

First Amendment to Term Loan Agreement, dated April 12, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed April 14, 2023, File No.

Second Amendment to Term Loan Agreement, dated August 3, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 7, 2023, File No.

(h) First Amendment to Term Loan Agreement, dated April 12, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed April 14, 2023, File No.

(i) Second Amendment to Term Loan Agreement, dated August 3, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 7, 2023, File No.

Executive Compensation Plans and Arrangements

Form of Director’s Indemnification Agreement.

(j) Form of Director’s Indemnification Agreement.

(Incorporated by reference to Exhibit 10(jj) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 30, 2007, File No.

1 unchanged sentence

Amended and Restated Deferred Compensation Plan for Non-Employee Directors.

(Incorporated by reference to Exhibit 10(k) to the Company's Annual Report for the Fiscal Year Ended December 31, 2023, File No.

(l) Hasbro, Inc.

10 unchanged sentences

(Incorporated by reference to Appendix C to the Company’s definitive proxy statement for its 2023 Annual Meeting of Shareholders, File No.

(p) Form of 2023 Stock Option Agreement under the Hasbro, Inc.

(p) Fourth Amendment to Restated 2003 Stock Incentive Performance Plan.

(Incorporated by reference to Appendix C to the Company’s definitive proxy statement for its 2024 Annual Meeting of Shareholders, File No.

(q) Form of 2023 Stock Option Agreement under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan.

(Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, File No.

(q) Form of 2023 Restricted Stock Unit Agreement under the Hasbro, Inc.

(Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended April 2 , 2023, File No.

(r) Form of 2024 Restricted Stock Unit Agreement under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan.

(Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, File No.

(r) Form of 2023 Contingent Stock Performance Award under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, File No.

(Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024, File No.

(s) Form of 2024 Contingent Stock Performance Award under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024, File No.

(t) Hasbro, Inc.

Amended and Restated Nonqualified Deferred Compensation Plan.

(Incorporated by reference to Exhibit 10(aaa) to the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 28, 2008, File No.

(t) Hasbro, Inc.

(u) Hasbro, Inc.

2014 Senior Management Annual Performance Plan.

(Incorporated by reference to Appendix F to the Company’s definitive proxy statement for its 2017 Annual Meeting of Shareholders, File No.

(u) First Amendment to Hasbro, Inc.

(v) First Amendment to Hasbro, Inc.

2014 Senior Management Annual Performance Plan.

(Incorporated by reference to Appendix E to the Company’s definitive proxy statement for its 2017 Annual Meeting of Shareholders, File No.

(v) Hasbro, Inc.

2023 Performance Rewards Program.

(w) Employment Agreement with Chris Cocks, dated January 5, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-k filed with the SEC on January 10, 2022, File No.

(x) Letter Agreement with Gina Goetter, dated April 3, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023.

(y) Letter Agreement with Tim Kilpin, dated March 29, 2023 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023.

(z) Transitional Advisory Services Agreement, dated March 10, 2023, between Hasbro and Deborah Thomas (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 14, 2023, File No.

(w) Hasbro, Inc.

2024 Performance Rewards Program (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 29, 2024, File No1-6682.)

(x) Amended and Restated Employment Agreement with Chris Cocks, dated May 22, 2024 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2024, File No.

(y) Letter Agreement with Gina Goette r dated April 3, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended April 2 , 2023.

(z) Letter Agreement with Tim Kilpin dated March 29, 2023 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended Apri l 2 , 2023.

(aa) Hasbro, Inc.

Change in Control Severance Plan for Designated Senior Executives, as amended.

(Incorporated by reference to Exhibit 10(aa) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Insider Trading Policy

Subsidiaries of the registrant.

4 unchanged sentences

32.2* Certification of the Chief Financial Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

Policy Relating to Recovery of Erroneously Awarded Compensation.

Policy Relating to Recovery of Erroneously Awarded Compensation (Incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, File No.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

6 unchanged sentences

The Company agrees to furnish the Securities and Exchange Commission, upon request, a copy of each agreement with respect to long-term debt of the Company, the authorized principal amount of which does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.

Schedule II-Valuation and Qualifying Accounts

Fiscal Years Ended in December

(Thousands of Dollars)

Valuation accounts deducted from assets to which they apply — for credit losses for accounts receivable:

(Benefit) Other

Additions Write-Offs

and Other Balance

2023 $ 20.0 $ 4.2 $ — $ ( 11.5 ) $ 12.7

2022 $ 22.9 $ 7.9 $ — $ ( 10.8 ) $ 20.0

2021 $ 33.6 $ 5.3 $ — $ ( 16.0 ) $ 22.9

Form 10-K Summary.

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Christian P.

/s/ Chris Cocks Date:

February 27, 2025

2 unchanged sentences

Signature Title Date

/s/ Christian P.

Cocks Chief Executive Officer and Director

/s/ Chris Cocks Chief Executive Officer and Director

February 27, 2025

/s/ Gina Goetter

Executive Vice President and Chief Financial Officer (Duly Authorized Officer and

Principal Financial and Principal Accounting Officer)

February 28, 2024

Chief Financial Officer and Chief Operating Officer (Duly Authorized Officer and

Principal Financial and Principal Accounting Officer) February 27, 2025

/s/ Richard S.

Stoddart Chair of the Board of Directors February 27, 2025

/s/ Michael R.

Burns Director February 28, 2024

Cochran Director February 27, 2025

/s/ Lisa Gersh Director February 27, 2025

Gibeau Director February 27, 2025

/s/ Elizabeth Hamren Director February 27, 2025

Elizabeth Hamren

/s/ Blake Jorgensen Director February 28, 2024

Blake Jorgensen

Leinbach Director February 28, 2024

Harris Director February 27, 2025

Jorgensen Director February 27, 2025

/s/ Owen Mahoney Director February 27, 2025

/s/ Laurel J.

2 unchanged sentences

Mary Beth West

Zecher Higgins Director February 28, 2024

Zecher Higgins

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures