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Mattel (MAT) director receives RSU and phantom stock awards

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Lynch Roger reported acquisition or exercise transactions in this Form 4 filing.

Mattel director Roger Lynch reported equity-based compensation awards, not open-market trades. On May 28, 2026, he received 11,753 Restricted Stock Units and 11,753 phantom stock units, each tied to Mattel common stock.

The RSUs were granted under Mattel’s Amended and Restated 2010 Equity and Long-Term Compensation Plan and are fully vested on the grant date. They are generally scheduled to be settled in shares on the third anniversary of the grant, with accompanying dividend equivalent rights. Phantom stock units will be settled in shares after Lynch’s separation from service, and his phantom stock balance totals 23,746 units following this award.

Positive

  • None.

Negative

  • None.
Insider Lynch Roger
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 11,753 $0.00 --
Grant/Award Phantom Stock 11,753 $14.89 $175K
Holdings After Transaction: Restricted Stock Units — 11,753 shares (Direct, null); Phantom Stock — 23,746 shares (Direct, null)
Footnotes (1)
  1. The Restricted Stock Units ("RSUs" or "Units") were granted on May 28, 2026 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended. The RSUs are accompanied by dividend equivalent rights. The RSUs are fully vested on the date of grant. Vested RSUs generally will be settled on the third anniversary of the date of grant or such later date in accordance with the terms of the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors. On the settlement date, for each vested RSU, the Reporting Person will receive one share of Mattel, Inc. Common Stock. Distributions from the Reporting Person's phantom stock account will be in the form of shares of Mattel, Inc. Common Stock equal in value to the value of the phantom stock account. The phantom stock units will be settled in shares of Mattel, Inc. Common Stock following the Reporting Person's separation from service with Mattel, Inc.
RSU grant 11,753 RSUs Granted to Roger Lynch on May 28, 2026
Phantom stock grant 11,753 units Phantom stock units granted on May 28, 2026
Phantom stock balance 23,746 units Total phantom stock units following the transaction
RSU post-transaction holdings 11,753 RSUs Total RSUs following the grant
Phantom stock reference price $14.89 per unit Transaction price per phantom stock unit on May 28, 2026
Restricted Stock Units financial
"The Restricted Stock Units ("RSUs" or "Units") were granted on May 28, 2026 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Phantom Stock financial
"Distributions from the Reporting Person's phantom stock account will be in the form of shares of Mattel, Inc. Common Stock equal in value to the value of the phantom stock account."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
dividend equivalent rights financial
"The RSUs are accompanied by dividend equivalent rights."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
Deferred Compensation Plan for Non-Employee Directors financial
"settled on the third anniversary of the date of grant or such later date in accordance with the terms of the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors."
separation from service financial
"The phantom stock units will be settled in shares of Mattel, Inc. Common Stock following the Reporting Person's separation from service with Mattel, Inc."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lynch Roger
(Last)(First)(Middle)
333 CONTINENTAL BOULEVARD
(Street)
EL SEGUNDO CALIFORNIA 90245
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
MATTEL INC /DE/ [ MAT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/28/2026A11,753 (2) (2)Common Stock11,753$011,753D
Phantom Stock(3)05/28/2026A11,753 (4) (4)Common Stock11,753$14.8923,746D
Explanation of Responses:
1. The Restricted Stock Units ("RSUs" or "Units") were granted on May 28, 2026 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended. The RSUs are accompanied by dividend equivalent rights.
2. The RSUs are fully vested on the date of grant. Vested RSUs generally will be settled on the third anniversary of the date of grant or such later date in accordance with the terms of the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors. On the settlement date, for each vested RSU, the Reporting Person will receive one share of Mattel, Inc. Common Stock.
3. Distributions from the Reporting Person's phantom stock account will be in the form of shares of Mattel, Inc. Common Stock equal in value to the value of the phantom stock account.
4. The phantom stock units will be settled in shares of Mattel, Inc. Common Stock following the Reporting Person's separation from service with Mattel, Inc.
Remarks:
/s/ Tiffani Magri, Attorney-in-Fact for Roger Lynch06/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Mattel (MAT) director Roger Lynch report on this Form 4?

Director Roger Lynch reported receiving equity-based compensation, not market trades. He was granted 11,753 RSUs and 11,753 phantom stock units on May 28, 2026, each linked to Mattel common stock as part of director compensation.

How many Restricted Stock Units did Roger Lynch receive from Mattel (MAT)?

Roger Lynch received 11,753 Restricted Stock Units. These RSUs are fully vested on the grant date and are generally scheduled to be settled in shares on the third anniversary of the grant under Mattel’s long-term compensation programs.

What are the terms of Roger Lynch’s Mattel (MAT) phantom stock units?

Lynch received 11,753 phantom stock units, bringing his phantom stock balance to 23,746 units. According to the disclosure, these phantom stock units will be settled in shares of Mattel common stock after his separation from service with the company.

When will Roger Lynch’s Mattel (MAT) RSUs be settled into common stock?

The RSUs are fully vested on the grant date and generally settle on the third anniversary of the grant. On the settlement date, Lynch will receive one share of Mattel common stock for each vested RSU, subject to the company’s deferred compensation plan terms.

Do Roger Lynch’s Mattel (MAT) RSUs include dividend equivalent rights?

Yes. The filing states the Restricted Stock Units are accompanied by dividend equivalent rights. These rights track dividends declared on Mattel common stock and are part of the overall value Lynch receives from these RSU awards under the company’s compensation plans.