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Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-26 · 42 added, 32 removed, 199 unchanged (27% of the section changed)

6 unchanged sentences

As of December 31, 2025, Mattel's disclosure controls and procedures were evaluated, with the participation of Mattel's principal executive officer and principal financial officer, to assess whether they are effective in providing reasonable assurance that information required to be disclosed by Mattel in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and to provide reasonable assurance that such information is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms.

Based on this evaluation, Ynon Kreiz, Mattel's principal executive officer, and Anthony DiSilvestro, Mattel's principal financial officer, concluded that these disclosure controls and procedures are not effective as of December 31, 2024 due to a material weakness in Mattel's internal control over financial reporting, as further described in Management's Report on Internal Control Over Financial Reporting, which is included in Item 8 "Financial Statements and Supplementary Data" of this report and incorporated herein by reference.

Based on this evaluation, Ynon Kreiz, Mattel's principal executive officer, and Paul Ruh, Mattel's principal financial officer, concluded that these disclosure controls and procedures were effective to provide reasonable assurance as of December 31, 2025.

Management's Report on Internal Control Over Financial Reporting

The report called for by Item 308(a) of Regulation S-K is incorporated by reference to Management's Report on Internal Control Over Financial Reporting, included in Item 8 "Financial Statements and Supplementary Data" of this report.

Completed Remediation Actions

As previously disclosed in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, management identified that software program change monitoring controls were not effectively designed to detect inappropriate changes to certain information technology systems.

During 2024, management designed and implemented new controls to address the identified deficiency.

During the quarter ended December 31, 2024, management completed its testing of the operating effectiveness of these controls and concluded that the deficiency had been remediated.

Remaining Remediation Actions

During the quarter ended December 31, 2024, management completed the design of new user access provisioning and review controls for certain systems.

Additional time is required to test the operating effectiveness of these controls to demonstrate the effectiveness of the remediation efforts for those systems.

Additionally, management recently identified a similar control deficiency involving the execution of user access provisioning and review controls within certain other systems.

The material weakness cannot be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.

Remediation of a Previously Identified Material Weakness

Management has concluded that the material weakness in internal control over financial reporting described in Part II, Item 8 and Item 9A of Mattel's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 has been remediated as of December 31, 2025.

Management completed its testing of the user access and provisioning review controls designed and implemented to remediate the material weakness, and concluded they are operating effectively.

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, Mattel's internal control over financial reporting.

Other than the testing of the user access and provisioning review controls described above, there were no changes in internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, Mattel's internal control over financial reporting.

Other Information.

2 unchanged sentences

Directors, Executive Officers, and Corporate Governance.

The information required under this Item is incorporated herein by reference to sections entitled "Corporate Governance at Mattel—Proposal 1—Election of Directors";

The information required under this Item is incorporated herein by reference to sections entitled "Corporate Governance at Mattel—Proposal 1:

Election of Directors";

"Corporate Governance at Mattel—Board Structure—Board Committees—Audit Committee";

7 unchanged sentences

If Mattel grants any waiver from a provision of the Code of Conduct for any executive officer or director, or makes any substantive amendment to the SEC-mandated "code of ethics" that applies to the Chief Executive Officer, Chief Financial Officer, or Controller, Mattel will make disclosures to the extent required by applicable laws, regulations, and stock exchange listing standards on its corporate website or in a Current Report on Form 8-K.

Mattel has posted the Board of Directors' corporate governance guidelines and the charters of its Audit, Compensation, and Governance and Social Responsibility Committees of the Board of Directors on its corporate website at http://corporate.mattel.com.

Mattel has posted the Board of Directors' corporate governance guidelines and the charters of the Audit, Compensation, and Governance and Social Responsibility Committees of the Board of Directors on its corporate website at http://corporate.mattel.com.

Copies of the corporate governance guidelines and committee charters may be obtained free of charge by mailing a request to the address noted above.

30 unchanged sentences

8-K 001-05647 99.0 May 21, 2007

Certificate of Amendment of the Restated Certificate of Incorporation of Mattel, Inc., dated May 29, 2025 8-K 001-05647 3.1 May 30, 2025

Amended and Restated Bylaws of Mattel, Inc.

13 unchanged sentences

Bank National Association, as Trustee, related to Mattel, Inc.'s 3.750% Senior Notes due 2029 8-K 001-05647 4.2 March 19, 2021

Indenture, dated as of November 17, 2025, by and between the Issuer and U.S.

Bank Trust Company, National Association, as Trustee 8-K 001-05647 4.1 November 17, 2025

First Supplemental Indenture, dated as of November 17, 2025, by and between the Issuer and U.S.

Bank Trust Company, National Association, as Trustee 8-K 001-05647 4.2 November 17, 2025

Form of 6.200% Notes due 2040 8-K 001-05647 4.2 September 28, 2010

2 unchanged sentences

Form of 3.750% Senior Notes due 2029 8-K 001-05647 4.2 March 19, 2021

Form of 3.750% Senior Notes due 2029 8-K 001-05647 4.4 March 19, 2021

Form of 5.000% Senior Notes due 2030 8-K 001-05647 4.2 November 17, 2025

Revolving Credit Agreement, dated as of July 15, 2024, among Mattel, Inc., as the borrower, Bank of America, N.A., as administrative agent, and the other lenders and financial institutions party thereto 8-K 001-05647 10.1 July 16, 2024

15 unchanged sentences

and Karen Ancira, dated April 18, 2024, regarding an offer of employment for the position of Executive Vice President and Chief People Officer 10-Q 001-05647 10.1 July 30, 2024

Letter Agreement between Mattel, Inc.

and Anthony DiSilvestro, dated January 16, 2025, regarding advisory services 10-Q 001-05647 10.1 May 6, 2025

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Letter Agreement between Mattel, Inc.

and Paul Ruh, dated May 2, 2025, regarding an offer of employment for the position of Chief Financial Officer 8-K 001-05647 10.1 May 8, 2025

Mattel Incentive Plan DEF 14A 001-05647 Appendix A April 5, 2017

7 unchanged sentences

3 to the DCPEP 10-K 001-05647 10.19 February 25, 2016

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Amendment No.

2 unchanged sentences

5 to the DCPEP 10-K 001-05647 10.34 February 25, 2021

Amendment No.

6 to the DCPEP 10-Q 001-05647 10.1 October 29, 2025

Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective January 1, 2009) 10-K 001-05647 10.35 February 26, 2009

2 unchanged sentences

Deferred Compensation Plan for Non-Employee Directors 10-Q 001-05647 10.4 October 24, 2013

Amendment No.

2 to the Mattel, Inc.

Deferred Compensation Plan for Non-Employee Directors 10-Q 001-05647 10.2 October 29, 2025

Amended and Restated Executive Severance Plan B (the "Executive Severance Plan B") 8-K 001-05647 10.1 March 24, 2023

10 unchanged sentences

Form of Grant Agreement for July 31, 2015 grants of NQSOs to employees under the 2010 Plan 10-Q 001-05647 10.9 October 27, 2015

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Form of Grant Agreement for August 1, 2017 grants of NQSOs to employees under the 2010 Plan 10-K 001-05647 10.55 February 25, 2021

2 unchanged sentences

Form of Grant Agreement for grants of Long-Term Incentive Program performance-based restricted stock units ("Performance Units") to senior executives under the 2010 Plan 10-K 001-05647 10.59 February 25, 2021

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Form of Grant Agreement for grants of Performance Units to participants in the Mattel, Inc.

2 unchanged sentences

Amended and Restated 2010 Equity and Long-Term Compensation Plan 8-K 001-05647 10.1 September 13, 2024

Insider Trading Policy

Insider Trading Policy 10-K 001-05647 19.1 February 26, 2025

Subsidiaries of the Registrant as of December 31, 2025

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Rule 10D-1 Compensation Recovery Policy

Rule 10D-1 Compensation Recovery Policy 10-K 001-05647 97.0 February 26, 2025

101.INS* Inline XBRL Instance Document

3 unchanged sentences

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document

Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

15 unchanged sentences

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/ ANTHONY DISILVESTRO

Anthony DiSilvestro

Chief Financial Officer

7 unchanged sentences

/S/ YNON KREIZ Chairman of the Board and Chief Executive Officer (Principal Executive Officer) February 23, 2026

/S/ ANTHONY DISILVESTRO Chief Financial Officer (Principal Financial Officer) February 25, 2025

Anthony DiSilvestro

/S/ PAUL RUH Chief Financial Officer (Principal Financial Officer) February 23, 2026

/S/ YOON HUGH Senior Vice President and Corporate Controller (Principal Accounting Officer) February 23, 2026

15 unchanged sentences

VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES

Balance at Beginning of Year (Reductions)

Balance at Beginning of Year Additions

Charged to Operations Net Deductions and Other Balance at End of Year

8 unchanged sentences

Year Ended December 31, 2023 89,841 215,915 (b) ( 220,404 ) (c) 85,352

(a) Includes write-offs, recoveries of previous write-offs, and currency translation adjustments.

(b) For the year ended December 31, 2024, the additions primarily represent the establishment of a valuation allowance of $ 14.2 million on certain foreign deferred tax assets during the fourth quarter of 2024 related to losses without benefit.

(a) Includes write-offs, recoveries of previous write-offs, probable insurance recoveries, and currency translation adjustments.

(b) For the year ended December 31, 2025, the additions primarily represent the establishment of a valuation allowance of $ 3.1 million on certain U.S.

federal and state and foreign deferred tax assets during the fourth quarter of 2025 related to deferred tax assets without benefit.

For the year ended December 31, 2024, the additions primarily represent the establishment of a valuation allowance of $ 14.2 million on certain foreign deferred tax assets during the fourth quarter of 2024 related to losses without benefit.

For the year ended December 31, 2023, the additions primarily represent the establishment of a valuation allowance of $ 212.4 million on certain foreign deferred tax assets during the third quarter of 2023 resulting from the intragroup transfer of certain IP rights and increases related to losses and credits without benefit.

For the years ended December 31, 2022, the additions represent increases related to losses and credits without benefit.

See Item 8 "Financial Statements and Supplementary Data – Note 16 to the Consolidated Financial Statements – Income Taxes" for additional details.

(c) For the year ended December 31, 2024, the deductions primarily related to projected utilization of loss carryforwards and credits and the reversal of the valuation allowances on certain state and foreign deferred tax assets.

(c) For the year ended December 31, 2025, the deductions primarily related to projected utilization of loss carryforwards and credits.

For the year ended December 31, 2024, the deductions primarily related to projected utilization of loss carryforwards and credits and the reversal of the valuation allowances on certain state and foreign deferred tax assets.

For the year ended December 31, 2023, the deductions primarily represent the subsequent write-off of the $ 212.4 million of foreign deferred tax assets that were reserved for in the third quarter of 2023 and projected utilization of loss carryforwards.

For the year ended December 31, 2022, the deductions primarily included projected utilization of loss carryforwards and credits.

See Item 8 "Financial Statements and Supplementary Data – Note 16 to the Consolidated Financial Statements – Income Taxes" for additional details .

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