MATTEL INC /DE/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Dear Fellow Stockholders,

Mattel proudly celebrated its 80th anniversary in 2025. We continue to be guided by our mission to create innovative products and experiences that inspire fans, entertain audiences, and develop children through play, and our purpose, to empower generations to explore the wonder of childhood and reach their full potential.2025 was marked by uncertainty in U.S. trade dynamics that affected retailer ordering patterns for much of the year. Looking at our full year financial performance, gross billings was comparable to the prior year, with consumer demand positive for the year and in each of our four regions. Full year net sales decreased 1% compared to the prior year, with growth in International offset by a decline in North America. Our supply chain excelled in a volatile environment, adjusting for the shift in shipping patterns from direct import to domestic fulfillment, and our teams effectively managed our owned inventory to finish the year well positioned for 2026.As it relates to our full year portfolio performance, Vehicles grew strongly, Challenger categories1 combined grew, driven by outstanding performance in Action Figures, while Dolls and Infant, Toddler, and Preschool declined. We gained market share in 2025 in key categories globally, including Vehicles, Dolls, Action Figures, and Traditional Games,2 and Hot Wheels’ and UNO’s strong momentum continued. Mattel Brick Shop had a very successful launch year and is on its way to becoming an important growth driver for us. We continued to execute on our Optimizing for Profitable Growth cost savings program, with full year savings totaling $89 million and cumulative savings of $172 million since launching the program in 2024. We are tracking ahead of our three-year $200 million savings target, and in the fourth quarter of 2025 increased the program’s total gross cost savings target to $225 million, which we expect to complete by the end of 2026.Mattel ended 2025 with a strong balance sheet, including $1.2 billion in cash, after repurchasing $600 million of shares during the year. Since resuming share repurchases in 2023, we bought back more than $1.2 billion of shares, representing approximately 18% of shares outstanding.3

Ynon Kreiz

Chairman and CEO

Roger Lynch

Independent Lead Director

Over the last few years, we have successfully broadened our reach outside of toys into accretive entertainment verticals and expanded to new audiences and fans, including adults. Reflecting this, in early 2026, we introduced our new brand-centric strategy to grow our intellectual property (“IP”) driven play and family entertainment business, bringing together two important and fundamental concepts. The first is the continued expansion beyond physical product, with content, licensing, and digital games as key high-margin growth drivers. The second is an increased orientation around brand management, which will allow us to capture the full value of our IP across both toys and entertainment. The five key priorities of our strategy are: to grow our toy brands with more breakthrough innovation and adult fans and collectors, and continue to evolve our demand creation; to expand our direct-to-consumer and commercial reach through first party data, retail development, and new channels; to broaden our content offering in film, television, and short-form content, accelerate licensing in consumer products, location-based entertainment, and publishing, and expand with new business models; to scale digital play through mobile games self-publishing, Mattel163 mobile games studio, licensing, and creator platforms; and to optimize operations and leverage artificial intelligence across our systems and supply chain. Looking ahead, 2026 will be an important year for Mattel as we implement our brand-centric strategy to grow our IP-driven play and family entertainment business. We expect growth to be driven by innovation in toys, major partnerships with leading IP owners, and an inflection in our entertainment offering. This year, two movies based on Mattel IP, Masters of the Universe in June 2026 and Matchbox in October 2026, are scheduled for release, and we expect exciting momentum in digital play, including the release of our first two self-published games, amplified by the full acquisition of Mattel163 mobile games studio earlier this year.

Dear Fellow Stockholders

Consistent with our capital allocation priorities, we will be making strategic investments in new capabilities, technology, and

infrastructure to scale our organic business and accelerate growth. These investment decisions follow a rigorous assessment that

identified opportunities for capital deployment within our capital light framework in highly accretive growth areas, which we believe

will enable us to capture more value from IP, faster. While in aggregate these investments will impact our profit in 2026, we expect

them to yield high returns and drive incremental growth in top and bottom lines in 2027 and beyond.

Given the strength of our balance sheet and cash flow, and our confidence in our strategic plan, Mattel’s Board of Directors

authorized earlier this year a new $1.5 billion share repurchase program, which we expect to complete by the end of 2028.

Our commitment to corporate citizenship is ongoing, as is our aim to foster an environment that attracts incredibly talented people

and provides a culture of respect and belonging. Mattel is consistently recognized for its workplace culture by leading publications

and institutions, such as Fast Company, Newsweek, and Great Place to Work Institute, among many others.

Mattel’s Board of Directors is committed to industry-leading governance practices that enhance long-term stockholder value

creation. Our Board represents a range of experience and perspectives, which align with our business strategy and enable

effective strategic and risk oversight. Active, year-round stockholder engagement continues to be a priority for our Board.

During 2025, we engaged with stockholders representing approximately 45% of our outstanding shares. The input we received

from investors was shared with our Governance and Social Responsibility Committee and the Board, providing stockholder

perspectives on Mattel’s business strategy, Board, governance, compensation, and sustainability practices.

We would like to thank the entire Mattel team for their dedication, and we thank you, our stockholders, for your ongoing support.

We believe we are well positioned to execute our strategy and create long-term stockholder value and look forward to sharing

our progress.

Sincerely,

(1)Mattel’s Challenger categories collectively refer to its Action Figures, Building Sets, Games, and Other Category

(2)Source for market share data: Circana, LLC, Retail Tracking Service, G10 (US, CA, MX, BR, SP, UK, DE, IT, FR, AU), Dolls, Vehicles, Infant, Toddler, and Preschool, and Action Figures &

Acc Supercategories, Games Excl Trade Card Game Subsegment, Projected USD, Jan - Dec 2025

(3)Shares repurchased from February 10, 2023 to December 31, 2025; 18% of shares outstanding based on Mattel’s total shares outstanding as of February 10, 2023

Mattel, Inc. Notice of 2026 Annual Meeting

of Stockholders

We will consider and act on the following matters of business at our 2026 annual meeting of stockholders (“2026 Annual Meeting”):

Stockholders of record as of the close of business on March 30, 2026 will be able to attend the 2026 Annual Meeting, vote, and submit questions

during the meeting via live webcast by visitingwww.virtualshareholdermeeting.com/MAT2026. To participate in the meeting, stockholders of record

must have the 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials (“Notice”) or on your proxy card if you

receive the proxy materials by mail.

If your shares are held in street name and your voting instruction form or Notice indicates that you may vote those shares through the

www.ProxyVote.com website, then you may access, participate in, and vote at the 2026 Annual Meeting with the 16-digit control number indicated

on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker, or other

nominee (preferably at least five days before the 2026 Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or

vote at the 2026 Annual Meeting. You will only be able to attend the 2026 Annual Meeting virtually via the webcast.

Whether or not you expect to attend the 2026 Annual Meeting online, please vote as soon as possible so that your shares will be represented and

voted at the 2026 Annual Meeting.

By Order of the Board of Directors

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting to be held onMay 28, 2026. The proxy statement (“Proxy Statement”) and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Annual Report”) are available at https://investors.mattel.com/financials/annual-reports.

Table of Contents

Forward-looking statements. Mattel cautions the reader that this Proxy Statement 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. 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, including, but not limited to, the 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. Website references throughout this document are provided for convenience only,

and the content on the referenced websites is not part of or incorporated by reference into this Proxy Statement. References to

“Mattel,” the “Company,” “we,” “us,” or “our” in this Proxy Statement refer to Mattel, Inc. and/or one or more of its subsidiaries.