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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-27 · 38 added, 36 removed, 197 unchanged (27% 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 28, 2025, 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 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.

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 28, 2025 and December 29, 2024, the related consolidated statements of operations, comprehensive earnings (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 28, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 25, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

53 unchanged sentences

Consolidated Statements of Operations for the Three Fiscal Years Ended in December 2025, 2024 and 2023

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

Consolidated Statements of Comprehensive Earnings (Loss) for the Three Fiscal Years Ended in December 2025, 2024 and 2023

Consolidated Statements of Cash Flows for the Three Fiscal Years Ended in December 2025, 2024 and 2023

14 unchanged sentences

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

(Incorporated by reference to Exhibit 3.

1 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.

34 unchanged sentences

Material Contracts

(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 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.

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.

F ourth Amended and R estated Revolving Credit Agreement, date d February 20, 2026, by and amo ng Hasbro, Inc.

, Bank of A merica , N.A.

, and cer tain other L/C issuers party t her eto (Incorporated by reference to Exhibit 10.1 to the Com pany's Current Report on Form 8-K filed February 20, 2026, File No.

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.

(f) Form of Issuing and Paying Agent Agreement.

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.

(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.

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.

(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.

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.

Executive Compensation Plans and Arrangements

(j) Form of Director’s Indemnification Agreement.

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.

(k) Hasbro, Inc.

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.

Restated 2003 Stock Incentive Performance Plan.

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

(m) First Amendment to Hasbro, Inc.

First Amendment to Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan.

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

(n) Second Amendment to Hasbro, Inc.

Second Amendment to Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan.

(Incorporated by reference to Appendix C to the definitive proxy statement for the Company’s 2020 Annual Meeting of Shareholders, File No.

(o) Third Amendment to Hasbro, Inc.

Third Amendment to Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan.

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

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

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.

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 April 2, 2023, File No.

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

Form of 2024 Restricted Stock Unit 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 June 30, 2024, File No.

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

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.

Form of 202 5 Restricted Stock Unit Agreement under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan.

(Incorporated by reference to Exhibit 10.

1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 30, 202 5 , File No.

Form of 202 5 Contingent Stock Performance Award under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan (Incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 30 , 202 5 , File No.

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.

(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.

(v) First Amendment to Hasbro, Inc.

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.

(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.

202 5 Performance Rewards Program (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 29 , 202 5 , File No .

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.

First Amendment to the Amended and Restated Employment Agreement with Chris Cocks (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 28, 2025, File No 1-6682.)

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 April 2, 2023.

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 April 2, 2023.

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

Insider Trading Policy (Incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 29, 2024, File No.

Subsidiaries of the registrant.

28 unchanged sentences

Stoddart Chair of the Board of Directors February 25, 2026

/s/ Doug Bowser

Director February 25, 2026

Cochran Director February 25, 2026

4 unchanged sentences

Harris Director February 25, 2026

Jorgensen Director February 27, 2025

/s/ Owen Mahoney Director February 25, 2026

1 unchanged sentence

Richie Director February 25, 2026

/s/ Carla Vernón

Director February 25, 2026

/s/ Mary Beth West Director February 25, 2026

1 unchanged sentence

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