STOCK TITAN

Mattel (MAT) director Noreena Hertz settles 8,594 RSUs, with 1,719 shares withheld for taxes

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

Rhea-AI Filing Summary

Mattel director Noreena Hertz reported routine equity compensation activity involving Restricted Stock Units (RSUs) and related tax withholding. On May 15, 2026, 8,594 RSUs granted on May 15, 2023 were fully settled, resulting in the issuance of 8,594 shares of Mattel common stock.

To cover required tax obligations at settlement, 1,719 shares of Mattel common stock were automatically withheld, described as a tax-withholding disposition rather than an open-market sale. After these transactions, Hertz directly held 8,641 shares of Mattel common stock.

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Insider Hertz Noreena
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 8,594 $0.00 --
Exercise Common Stock 8,594 $0.00 --
Tax Withholding Common Stock 1,719 $15.15 $26K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 10,360 shares (Direct, null)
Footnotes (1)
  1. As reported on a Form 4 dated May 15, 2023 and filed on May 17, 2023, the Reporting Person received a grant of 8,594 Restricted Stock Units ("RSUs") on May 15, 2023. The RSUs were fully vested on the grant date and are settled on the third anniversary of the grant date. On May 15, 2026, 100% of these RSUs were settled, resulting in the issuance of 8,594 shares of Mattel Common Stock. Pursuant to the terms of the May 15, 2023 RSU grant, 1,719 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
RSUs settled 8,594 units RSU grant dated May 15, 2023, settled May 15, 2026
Shares issued from RSUs 8,594 shares Mattel common stock issued upon RSU settlement
Shares withheld for taxes 1,719 shares Automatically withheld at settlement to cover tax withholding
Shares held after transactions 8,641 shares Total Mattel common stock directly owned post-transaction
Derivative exercises 1 transaction, 8,594 shares Exercise/conversion of RSUs into common stock
Tax-withholding dispositions 1 transaction, 1,719 shares Payment of tax liability by delivering securities
Restricted Stock Units financial
"the Reporting Person received a grant of 8,594 Restricted Stock Units ("RSUs") on May 15, 2023"
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.
RSUs financial
"The RSUs were fully vested on the grant date and are settled on the third anniversary"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
tax withholding financial
"1,719 shares of Mattel, Inc. Common Stock were 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.
derivative security financial
"transaction_code_description":"Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
tax-withholding disposition financial
"transaction_action":"tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
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*
Hertz Noreena

(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)
05/15/2026
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
Common Stock05/15/2026M8,594A(1)10,360D
Common Stock05/15/2026F1,719(2)D$15.158,641D
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)05/15/2026M8,594 (1) (1)Common Stock8,594$00D
Explanation of Responses:
1. As reported on a Form 4 dated May 15, 2023 and filed on May 17, 2023, the Reporting Person received a grant of 8,594 Restricted Stock Units ("RSUs") on May 15, 2023. The RSUs were fully vested on the grant date and are settled on the third anniversary of the grant date. On May 15, 2026, 100% of these RSUs were settled, resulting in the issuance of 8,594 shares of Mattel Common Stock.
2. Pursuant to the terms of the May 15, 2023 RSU grant, 1,719 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
Remarks:
/s/ Tiffani Magri, Attorney-in-Fact for Noreena Hertz05/19/2026
** 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)

FAQ

What did Mattel (MAT) director Noreena Hertz report in this Form 4?

Noreena Hertz reported settlement of previously granted Restricted Stock Units and related tax withholding. 8,594 RSUs granted in 2023 were converted into the same number of Mattel common shares on May 15, 2026, with a portion of shares withheld to satisfy tax obligations.

How many Mattel shares did Noreena Hertz receive and how many were withheld for taxes?

Hertz had 8,594 Restricted Stock Units settled into 8,594 Mattel common shares. Under the RSU grant terms, 1,719 of those shares were automatically withheld at settlement to cover required tax withholding, leaving the remainder credited to her direct share holdings.

Is the tax-withholding entry for Noreena Hertz an open-market sale of Mattel (MAT) stock?

The tax-withholding entry is not an open-market sale. The Form 4 describes 1,719 shares as “automatically withheld at vesting to cover required tax withholding,” meaning shares were retained by the company to satisfy tax liabilities rather than sold in the market.

What are Restricted Stock Units (RSUs) in the context of this Mattel Form 4?

In this filing, RSUs are stock-based awards that convert into common shares on a settlement date. Hertz received 8,594 RSUs on May 15, 2023 that were fully vested at grant and settled on May 15, 2026, issuing an equal number of Mattel common shares.

How many Mattel shares does Noreena Hertz hold after the reported transactions?

After the RSU settlement and tax withholding, Hertz directly holds 8,641 shares of Mattel common stock. This figure reflects the net result of issuing 8,594 shares from RSU settlement and automatically withholding 1,719 shares to cover required tax obligations.

Were any derivative securities remaining for Noreena Hertz after this Mattel RSU settlement?

No derivative securities remain from this specific RSU grant. The Form 4 footnotes state that 100% of the 8,594 RSUs granted on May 15, 2023 were settled on May 15, 2026, resulting in issuance of common shares and eliminating that RSU position.