Mattel awards CEO Roger Lynch 461,538 vested shares

The immediate award settled in shares, while the separate Annual RSUs vest through 2029 and may settle in stock or cash at Mattel’s election.

Rhea-AI Filing Summary

Mattel (MAT) Chairman & CEO Roger Lynch received a 461,538-unit Make-Whole Award of restricted stock units on October 12, 2026; the units vested immediately and each settled for one common share. Mattel automatically withheld 234,831 shares at vesting for required tax withholding, at $16.76 per share. Separately, Lynch received 307,692 Annual RSUs, vesting 33% on May 1, 2027, another 33% on May 1, 2028, and the remaining 34% on May 1, 2029; each unit may settle in one share or cash at Mattel’s election, subject to tax withholding.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Lynch Roger

Role Chairman & CEO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F3, F4	307,692	$0.00	$0.00
Grant/Award	Common Stock F1	461,538	--	--
Tax Withholding	Common Stock F2	234,831	$16.76	$3.94M

Holdings After Transaction: Restricted Stock Units — 307,692 contracts (Direct); Common Stock — 257,491 shares (Direct)

Footnotes (4)

1. F1. On October 12, 2026, the Reporting Person was granted a Make-Whole Award of 461,538 Restricted Stock Units ("RSUs" or "Units") pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended (the "Plan"). The RSUs vested immediately upon grant, and each Unit was settled for one share of Mattel, Inc. Common Stock on the grant date.
2. F2. Pursuant to the terms of the October 12, 2026 Make-Whole Award, 234,831 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
3. F3. On October 12, 2026, the Reporting Person was granted 307,692 Annual RSUs pursuant to the Plan. Each Unit represents a contingent right to receive one share of Mattel, Inc. Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share).
4. F4. The Annual RSUs vest as to (a) 33% of the Units on May 1, 2027, (b) an additional 33% of the Units on May 1, 2028, and (c) the remaining 34% of the Units on May 1, 2029. On each vesting date, for each Unit vesting on such date, the Reporting Person will receive one share of Mattel, Inc. Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of Common Stock on the date of vesting), subject to tax withholding.

Key Figures

Make-Whole Award RSUs: 461,538 RSUs Shares withheld for tax withholding: 234,831 shares Reported price for shares withheld: $16.76 per share +4 more

7 metrics

Make-Whole Award RSUs 461,538 RSUs Granted October 12, 2026; immediately vested and settled one-for-one in common stock

Shares withheld for tax withholding 234,831 shares Automatically withheld at vesting on October 12, 2026

Reported price for shares withheld $16.76 per share October 12, 2026 transaction

Annual RSUs 307,692 RSUs Granted October 12, 2026

First Annual RSU vesting tranche 33% Vests May 1, 2027

Second Annual RSU vesting tranche 33% Vests May 1, 2028

Final Annual RSU vesting tranche 34% Vests May 1, 2029

Key Terms

Make-Whole Award, Restricted Stock Units, Annual RSUs, tax withholding

4 terms

Make-Whole Award financial

"granted a Make-Whole Award of 461,538 Restricted Stock Units"

Restricted Stock Units financial

"461,538 Restricted Stock Units"

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.

Annual RSUs financial

"granted 307,692 Annual RSUs pursuant to the Plan"

tax withholding financial

"automatically withheld at vesting to cover required tax withholding"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

FAQ

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

How many shares did Mattel (MAT) award CEO Roger Lynch on October 12, 2026?

Roger Lynch received a 461,538-unit Make-Whole Award of restricted stock units on October 12, 2026. The RSUs vested immediately, and each unit settled for one Mattel common share on the grant date.

How many Mattel (MAT) shares were withheld for Roger Lynch’s taxes?

Mattel automatically withheld 234,831 shares at vesting to cover required tax withholding; the reported price was $16.76 per share.

When do Roger Lynch’s Mattel (MAT) Annual RSUs vest?

Lynch received 307,692 Annual RSUs on October 12, 2026. They vest 33% on May 1, 2027, another 33% on May 1, 2028, and the remaining 34% on May 1, 2029.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/14/2026 - 05:01 PM EDT Accepted by SEC EDGAR 10/14/2026 - 05:00 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/12/2026		A		461,538	A	(1)	492,322	D
Common Stock	10/12/2026		F		234,831(2)	D	$16.76	257,491	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	10/12/2026		A		307,692		(4)	(4)	Common Stock	307,692	$0	307,692	D

Explanation of Responses:

1. On October 12, 2026, the Reporting Person was granted a Make-Whole Award of 461,538 Restricted Stock Units ("RSUs" or "Units") pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended (the "Plan"). The RSUs vested immediately upon grant, and each Unit was settled for one share of Mattel, Inc. Common Stock on the grant date.

2. Pursuant to the terms of the October 12, 2026 Make-Whole Award, 234,831 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

3. On October 12, 2026, the Reporting Person was granted 307,692 Annual RSUs pursuant to the Plan. Each Unit represents a contingent right to receive one share of Mattel, Inc. Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share).

4. The Annual RSUs vest as to (a) 33% of the Units on May 1, 2027, (b) an additional 33% of the Units on May 1, 2028, and (c) the remaining 34% of the Units on May 1, 2029. On each vesting date, for each Unit vesting on such date, the Reporting Person will receive one share of Mattel, Inc. Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of Common Stock on the date of vesting), subject to tax withholding.

Remarks:

	/s/ Tiffani Magri, Attorney-in-Fact for Roger Lynch	10/14/2026
	** Signature of Reporting Person	Date
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)