Mattel to Shift Chief Commercial Officer Role

Mattel, Inc. announced a leadership transition in its global commercial organization.

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Mattel, Inc. announced a leadership transition in its global commercial organization. Effective May 1, 2026, longtime executive Steve Totzke will step down as President and Chief Commercial Officer and be succeeded as Chief Commercial Officer by Sanjay Luthra, who will oversee worldwide sales and commercial operations and report to Chairman and CEO Ynon Kreiz.

To support continuity, Totzke will serve as Executive Advisor and President, Strategic Transition through December 31, 2026, retaining his current compensation during this period and then receiving severance, benefits, and certain accelerated equity vesting under existing company plans. Mattel also highlighted Luthra’s track record leading the EMEA and global direct-to-consumer businesses as he moves to the company’s El Segundo headquarters.

Insights

Mattel executes planned handoff of commercial leadership with continuity measures.

Mattel is rotating its top commercial role from Steve Totzke to Sanjay Luthra, while retaining Totzke in an advisory capacity until December 31, 2026. This staged approach suggests an emphasis on preserving relationships and institutional knowledge in global sales channels.

The filing ties Totzke’s exit benefits to existing programs, including a Covered Termination under Executive Severance Plan B and an Involuntary Retirement under the 2010 Equity and Long-Term Compensation Plan. Using established plans frames the departure as structured rather than ad hoc.

Luthra’s promotion reflects his experience transforming the EMEA region, advancing omni-channel and digital capabilities, and leading global direct-to-consumer and adult-collector strategy. Future disclosures in periodic reports will show how this leadership change influences sales growth, regional performance, and execution of the brand-centric, IP-driven strategy.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Effective date of CCO change: May 1, 2026 Advisory role end date: December 31, 2026 COBRA support duration: up to 18 months

3 metrics

Effective date of CCO change May 1, 2026 Date Steve Totzke steps down and Sanjay Luthra becomes Chief Commercial Officer

Advisory role end date December 31, 2026 Termination Date for Steve Totzke’s Executive Advisor and President, Strategic Transition role

COBRA support duration up to 18 months Monthly cash payment equal to COBRA premium and continued car allowance following termination

Key Terms

Covered Termination, Involuntary Retirement, Executive Severance Plan B, 2010 Equity and Long-Term Compensation Plan, +2 more

6 terms

Covered Termination financial

"as a result of a Covered Termination as defined in and in accordance with the terms"

Involuntary Retirement financial

"and an Involuntary Retirement as defined in and in accordance with the terms"

Executive Severance Plan B financial

"the Company’s Amended and Restated Executive Severance Plan B"

2010 Equity and Long-Term Compensation Plan financial

"the Company’s Amended and Restated 2010 Equity and Long-Term Compensation Plan"

direct-to-consumer financial

"Managing Director of EMEA and Global Direct-to-Consumer, has been appointed"

A direct-to-consumer (DTC) model is when a company sells its products or services straight to customers, skipping middlemen like retailers or wholesalers. For investors, DTC matters because it can mean higher profit margins, closer customer relationships and faster feedback—like a baker who sells directly from the shop instead of through a grocery chain—while also exposing the business to costs for marketing, customer support and logistics that affect growth and profitability.

forward-looking statements regulatory

"This press release contains a number of forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive leadership change did Mattel (MAT) announce in this 8-K?

Mattel announced that Steve Totzke will step down as President and Chief Commercial Officer on May 1, 2026, and Sanjay Luthra will become Chief Commercial Officer, overseeing global sales and commercial operations and reporting directly to Chairman and CEO Ynon Kreiz.

What role will Steve Totzke have at Mattel (MAT) after May 1, 2026?

After May 1, 2026, Steve Totzke will serve as Executive Advisor and President, Strategic Transition through December 31, 2026, maintaining his existing compensation terms while helping ensure a smooth handover of the global commercial organization before his employment ends on the Termination Date.

What separation benefits will Steve Totzke receive from Mattel (MAT)?

In connection with his departure on December 31, 2026, Steve Totzke will receive severance payments and benefits, accelerated vesting of certain equity awards under existing executive plans, up to 18 months of COBRA-equivalent monthly cash payments, and continuation of his car allowance for the same period.

Who is Sanjay Luthra and what will be his responsibilities at Mattel (MAT)?

Sanjay Luthra, previously Executive Vice President and Managing Director of EMEA and Global Direct-to-Consumer, has been appointed Chief Commercial Officer. He will oversee Mattel’s global sales and commercial operations, leverage his experience transforming EMEA and digital capabilities, and be based at Mattel’s El Segundo headquarters.

What agreement governs Steve Totzke’s transition and severance from Mattel (MAT)?

Steve Totzke’s transition and severance are governed by a Separation Letter Agreement dated April 7, 2026. It references a Covered Termination under Mattel’s Amended and Restated Executive Severance Plan B and an Involuntary Retirement under the Amended and Restated 2010 Equity and Long-Term Compensation Plan.

Did Mattel (MAT) issue a press release about the leadership changes?

Yes. Mattel issued a press release on April 7, 2026 announcing Steve Totzke’s departure as President and Chief Commercial Officer and Sanjay Luthra’s promotion to Chief Commercial Officer. The press release is furnished as Exhibit 99.1 and includes forward-looking statements regarding Mattel’s plans and risks.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/07/2026 - 04:44 PM

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):

April 5, 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 April 7, 2026, Mattel, Inc. (the “Company”) announced that, effective May 1, 2026, Steve Totzke will cease to serve as President and Chief Commercial Officer and Sanjay Luthra, Executive Vice President and Managing Director of EMEA and Global Direct-to-Consumer, will succeed Mr. Totzke as Chief Commercial Officer, overseeing Mattel’s global sales and commercial operations. Mr. Luthra will report to the Company’s Chairman and Chief Executive Officer, Ynon Kreiz. To help ensure a smooth transition, Mr. Totzke will serve in a non-executive officer advisory role as Executive Advisor and President, Strategic Transition, from May 1, 2026 through December 31, 2026 (the “Termination Date”), with the same compensation terms and conditions that he is currently receiving. Mr. Totzke’s employment with the Company will terminate effective as of the Termination Date.

Mr. Totzke entered into a separation letter agreement with the Company, dated April 7, 2026 (the “Separation Agreement”), which provides for Mr. Totzke’s transition as described above. In connection with Mr. Totzke’s departure from the Company on the Termination Date, he will be entitled to receive severance payments and benefits, and accelerated vesting of certain equity awards, as a result of a Covered Termination as defined in and in accordance with the terms of the Company’s Amended and Restated Executive Severance Plan B, and an Involuntary Retirement as defined in and in accordance with the terms of the Company’s Amended and Restated 2010 Equity and Long-Term Compensation Plan. In addition, Mr. Totzke will receive a monthly cash payment for up to eighteen months in an amount equal to the applicable COBRA premium for his level of coverage in place as of the Termination Date, and will continue to receive his existing car allowance for the same period. The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is included as Exhibit 10.1 hereto.

Section 7 – Regulation FD

Item 7.01.

Regulation FD Disclosure.

On April 7, 2026, the Company issued a press release announcing Mr. Totzke’s separation from the Company, 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		Separation Letter Agreement, dated April 7, 2026, between Mattel, Inc. and Steve Totzke

99.1**		Press release dated April 7, 2026, issued by Mattel, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

**	Furnished herewith

SIGNATURE

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: April 7, 2026

Exhibit 99.1

Mattel Announces Departure of Steve Totzke, President and Chief Commercial Officer, and Promotion of Sanjay Luthra to Lead Global Commercial Organization

EL SEGUNDO, Calif., April 7, 2026 — Mattel, Inc. (NASDAQ: MAT), a leading global play and family entertainment company and owner of one of the most iconic brand portfolios in the world, today announced that Steve Totzke, President and Chief Commercial Officer, will step down from his role effective May 1, 2026. Sanjay Luthra, Executive Vice President and Managing Director of EMEA and Global Direct-to-Consumer, has been appointed to succeed Totzke as Chief Commercial Officer, overseeing Mattel’s global sales and commercial operations. Totzke will continue as an Executive Advisor and President, Strategic Transition, through December 31, 2026, to ensure a smooth transition. Luthra will report to Mattel Chairman and CEO Ynon Kreiz.

Kreiz said: “Steve has built a world-class commercial organization, deepened our relationships with retail partners, and expanded our global reach while developing countless team members at Mattel. Sanjay is a Mattel veteran who has steered EMEA’s transformation to achieve record sales and growth during his tenure, and expanded Mattel’s leadership across the region in key categories. On behalf of our Board and everyone at Mattel, we thank Steve for his passion and many contributions, and I am personally grateful for his years of partnership. We look forward to Sanjay’s impact in executing our brand-centric strategy to grow our IP-driven play and family entertainment business.”

Under Totzke’s leadership, Mattel has expanded its reach through an all-channel growth strategy in collaboration with major retail partners, advanced its e-commerce and direct-to-consumer capabilities, while evolving a digital-first demand creation approach. Since joining Mattel in 1996, he has held several senior management positions, culminating in his appointment to Chief Commercial Officer in 2018 and promotion to President in 2022. A dedicated champion of the toy industry, philanthropy, and mentorship, Totzke has served on the Board of Directors of the Toy Association, the Mattel Children’s Foundation, and the Advisory Board for the Women in Toys, Licensing, and Entertainment Association. Totzke was inducted into the Canadian Toy Association Hall of Fame in 2025.

Totzke said: “It has been the privilege of a lifetime to be part of Mattel and an industry I have called home for the past 30 years. The pride in what our commercial organization has created with our global partners is matched only by the impact we make on the lives of children and families around the world with our products and experiences. I am pleased to pass the baton to the very capable hands of my partner and friend, Sanjay, and the entire commercial leadership team, and I look forward to seeing Mattel continue to shine.”

Luthra has transformed the company’s EMEA operations, implemented new commercial and digital capabilities, advanced omni-channel selling, and created demand in an increasingly complex environment. Luthra has also led Mattel’s global strategy across direct-to-consumer and the adult collector market. He has served as Chairman of the Board of Toy Industries of Europe for the past seven years in recognition of his experience and industry leadership. He joined Mattel India in 2003, followed by leadership roles in Eastern Europe and Canada, before leading the EMEA and global DTC business. He will be based at Mattel’s headquarters in El Segundo, California.

Luthra added: “I have been honored and humbled to be part of this iconic company for the past two decades and across three continents and six countries. I am grateful for the opportunity to lead Mattel’s commercial organization into the future. With Mattel’s incredible portfolio of brands, deep partnerships, and a talented team, we are well positioned to lead the industry in growth, innovation, and impact.”

Forward-Looking Statements

This press release contains a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts or by their nature are uncertain, and include statements regarding Mattel’s plans for future periods and other future events. 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 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, 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; (xiv) the ability to secure, maintain, and renew popular licenses from licensors of entertainment properties; (xv) the ability to successfully develop, publish and commercialize digital games; (xvi) the ability to attract and retain talented employees and adapt to evolving workplace models; (xvii) the risk of product recalls or product liability suits and costs associated with product safety regulations; (xviii) 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; (xix) business disruptions or other unforeseen impacts due to

economic instability, political instability, civil unrest, armed hostilities, terrorist activities, natural and man-made disasters, pandemics or other public health crises, or other catastrophic events; (xx) failure to realize the planned benefits from any investments or acquisitions made by Mattel; (xxi) 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; (xxii) changes in financing markets or the inability of Mattel to obtain financing on attractive terms; (xxiii) the impact of litigation, arbitration, or regulatory decisions or settlement actions; (xxiv) Mattel’s ability to navigate regulatory frameworks in connection with new areas of investment, product development, or other business activities, such as artificial intelligence; (xxv) the potential impact of the development, use, and integration of artificial intelligence and machine learning technologies in Mattel’s business and products; (xxvi) the sufficiency of additional controls and procedures that Mattel has implemented to remediate the material weakness in Mattel’s internal control over financial reporting, additional material weaknesses or other deficiencies in the future, or the failure to maintain an effective system of internal control; and (xxvii) other risks and uncertainties as may be described in Mattel’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of Mattel’s Annual Report on Form 10-K for the fiscal year ended December 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.

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.

Securities Analysts

Greg Gilbert

gregory.gilbert@mattel.com

News Media

Catherine Frymark

catherine.frymark@mattel.com

MAT-FIN MAT-CORP

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 16.0 KB

Agreements & Contracts

EX-10.1 EX-10.1 21.2 KB

Mattel to Shift Chief Commercial Officer Role

Rhea-AI Filing Summary

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