Mattel appoints Lee Matheson to expanded board

EdgePoint's ownership of at least 10% is one condition tied to Mattel's appointment, nomination and successor commitments.

Rhea-AI Filing Summary

Mattel appointed Lee Matheson, a Partner at EdgePoint Investment Group Inc., to its board effective October 21, 2026, under a cooperation agreement. His term expires at the 2027 annual meeting, and Mattel agreed to nominate him for re-election there. The board increased in size from nine to ten members.

EdgePoint is identified as an approximately 18% stockholder. Mattel’s appointment, nomination and replacement obligations terminate in certain circumstances, including if EdgePoint ceases to beneficially own at least 10% of Mattel’s outstanding common stock. If Matheson leaves before the 2028 annual meeting, Mattel and EdgePoint will cooperate in good faith to select a mutually acceptable successor.

Filing Explained

The agreement includes EdgePoint voting commitments, standstill and confidentiality restrictions, and mutual non-disparagement obligations; it remains in effect until five business days after the later of the day following the 2027 annual meeting or the date Matheson or his successor stops serving on the board.

8-K Event Classification

4 items: 1.01, 5.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

EdgePoint ownership: Approximately 18% Ownership threshold: At least 10% Board size: Nine to ten members +3 more

6 metrics

EdgePoint ownership Approximately 18% EdgePoint’s stake in Mattel

Ownership threshold At least 10% A condition affecting Mattel’s appointment, nomination and replacement obligations

Board size Nine to ten members Following Lee Matheson’s appointment

Director term 2027 annual meeting Lee Matheson’s term expires at the meeting

Successor selection period Before the 2028 annual meeting Applies if Lee Matheson ceases to serve as a director

Agreement end period Five business days Following the later of the stated 2027 meeting-related date and the date Matheson or his successor ceases to serve

Key Terms

cooperation agreement, director replacement rights, standstill restrictions, beneficially own, +1 more

5 terms

cooperation agreement regulatory

"entered into a cooperation agreement"

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

director replacement rights regulatory

"customary director replacement rights"

standstill restrictions regulatory

"customary voting commitments, standstill restrictions"

Standstill restrictions are agreements or legal limits that pause or limit certain actions by creditors, shareholders, or counterparties—such as demanding repayment, selling large blocks of shares, or launching takeover moves—for a set period. Like pressing a temporary pause button in a dispute or negotiation, they matter to investors because they affect liquidity, the timing of potential exits, and the balance of control and risk while parties work toward a resolution.

beneficially own regulatory

"ceases to beneficially own at least 10%"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

mutual non-disparagement obligations regulatory

"customary mutual non-disparagement obligations"

FAQ

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

How long does the Mattel-EdgePoint cooperation agreement last?

It remains in effect until five business days following the later of the day after Mattel’s 2027 annual meeting and the date Lee Matheson or his successor ceases to serve on the board.

What restrictions did EdgePoint accept in its agreement with Mattel?

EdgePoint agreed to customary voting commitments, standstill restrictions and confidentiality provisions. Mattel and EdgePoint also agreed to customary mutual non-disparagement obligations.

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

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Available on EDGAR 10/22/2026 - 06:06 AM EDT Accepted by SEC EDGAR 10/21/2026 - 05:57 PM EDT Learn about SEC filing dates

MATTEL INC /DE/ false 0000063276 0000063276 2026-10-21 2026-10-21

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): October 21, 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 Number)		(IRS Employer Identification No.)

333 Continental Boulevard

El Segundo, California 90245-5012

(Address of principal executive offices including Zip Code)

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 (see General Instruction A.2. below):

☐ 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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On October 21, 2026, Mattel, Inc. (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with EdgePoint Investment Group Inc. (“EdgePoint”).

Pursuant to the Cooperation Agreement, the Company has appointed Lee Matheson, a Partner at EdgePoint, to the Board of Directors (the “Board”) of the Company, effective October 21, 2026, with a term expiring at the annual meeting of stockholders of the Company to be held in 2027 (the “2027 Annual Meeting”). The Company also agreed to nominate Mr. Matheson for re-election at the 2027 Annual Meeting. The Cooperation Agreement provides for customary director replacement rights, pursuant to which the Company and EdgePoint have agreed to cooperate in good faith to select a mutually acceptable successor director in the event Mr. Matheson ceases to serve as director at any time prior to the annual meeting of stockholders of the Company to be held in 2028. The Company’s obligations with respect to, among other things, the appointment of Mr. Matheson, the nomination of Mr. Matheson for election at the 2027 Annual Meeting and the replacement of Mr. Matheson upon his departure from the Board terminate in certain circumstances, including if EdgePoint ceases to beneficially own at least 10% of the Company’s then outstanding common stock.

Pursuant to the Cooperation Agreement, EdgePoint has agreed to abide by certain customary voting commitments, standstill restrictions and confidentiality provisions, and the Company and EdgePoint have also agreed to certain customary mutual non-disparagement obligations.

The Cooperation Agreement will remain in effect until five business days following the later of (a) the day after the 2027 Annual Meeting and (b) the date on which Mr. Matheson or his successor ceases to serve on the Board.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 1.01 is incorporated herein by reference.

On October 21, 2026, the Board appointed Mr. Matheson to the Board as a director with a term expiring at the 2027 Annual Meeting. In connection with the election of Mr. Matheson, the Board increased the size of the Board from nine to ten members.

Except for the Cooperation Agreement, Mr. Matheson was not appointed as a director pursuant to any arrangement or understanding between him and any other person. Mr. Matheson does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Matheson will participate in the same compensation program as each of the Company’s other non-employee directors. This program for the most recent fiscal year is described under “Non-Employee Director Compensation” in the Company’s proxy statement for its 2026 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 14, 2026.

Item 7.01. Regulation FD Disclosure.

On October 21, 2026, the Company issued a press release announcing the Company’s entry into the Cooperation Agreement and the appointment of Mr. Matheson as a director of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
10.1		Cooperation Agreement, dated October 21, 2026, by and between Mattel, Inc. and EdgePoint Investment Group Inc.
99.1*		Press Release, dated October 21, 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

Date: October 21, 2026

Exhibit 99.1

Mattel Enters into Cooperation Agreement with EdgePoint Investment Group Inc.

EdgePoint Partner Lee Matheson Joins Mattel Board of Directors

EL SEGUNDO, Calif. — October 21, 2026 — Mattel, Inc. (NASDAQ: MAT) (“Mattel” or the “Company”) today announced that it has entered into a cooperation agreement with EdgePoint Investment Group Inc. (“EdgePoint”), an approximately 18% stockholder of the Company. In conjunction with the cooperation agreement, the Company has appointed Lee Matheson, a Partner at EdgePoint, to the Company’s Board of Directors.

Roger Lynch, Chairman and CEO of Mattel, said: “We welcome Lee to Mattel’s Board. Beyond his deep investor and public markets experience, his perspective as a Partner of Mattel’s longstanding and largest shareholder adds a new dimension to our board as we advance our brand-centric strategy and capitalize on the potential of our business.”

Professor Noreena Hertz, Chair of Mattel’s Governance and Social Responsibility Committee, said: “Lee brings to Mattel significant public company board experience, as well as an extensive background in investment management and financing. His strengths will complement our board’s existing capabilities as we continue to focus on enhancing value for shareholders.”

Matheson said: “EdgePoint has been a Mattel investor and supporter for many years. The firm has long believed in the value of the Company’s world-class brands and its premier intellectual property. I look forward to working alongside Roger and the entire board in pursuit of the shared goal of unlocking Mattel’s intrinsic value for the benefit of all shareholders.”

About Lee Matheson

Matheson is a Partner at EdgePoint Investment Group Inc. with a background spanning investment management, capital markets and board service. Prior to joining EdgePoint, he co-founded Broadview Capital Management Inc., where he served as portfolio manager of the Broadview Dark Horse LP, a long/short investment fund focused on Canadian small-cap securities. He currently serves on the Board of Directors of Tucows Inc., where he chairs the Governance Committee, and has previously served on the boards of Optiva Inc., Echelon Financial Holdings Inc., RDM Corporation, AlarmForce Industries Inc., WesternOne Inc., Medworxx Solutions Inc., exactEarth Ltd., and Strad Inc. He is a Chartered Financial Analyst (CFA) charterholder.

Cooperation Agreement

The cooperation agreement between Mattel and EdgePoint, which will be filed with the Securities and Exchange Commission (the “SEC”) on a Form 8-K, includes customary voting, standstill, confidentiality and other provisions.

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 guidance and goals 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, tariff-related developments, including refunds, 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, such as the conflict in the Middle East, or 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, including Mattel163; (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 prior 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.

Press Contact

Catherine Frymark

catherine.frymark@mattel.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 14.4 KB

Agreements & Contracts

• EX-10.1 EX-10.1 67.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB