MATTEL INC /DE/

The table below sets forth the estimated current value of payments and benefits to each of our NEOs upon a change of control,

involuntary termination, involuntary termination following a change of control (“COC Termination”), retirement, death, or permanent

disability, assuming that such event occurred on December 31, 2025 (the last trading day of fiscal year 2025), when our closing

stock price was $19.84.

For all our NEOs, the amounts shown do not include: (i) benefits earned during the term of our NEOs’ employment that are

available to all benefit-eligible salaried employees, and (ii) benefits previously accrued under the DCP and 401(k) Plan. For

information on amounts payable under the DCP, see the “2025 Nonqualified Deferred Compensation” table. The actual amounts of

payments and benefits that would be provided can only be determined at the time of the NEO’s termination of employment.

Mr. DiSilvestro is excluded from the table below due to his departure in 2025. In connection with his departure, he did not become

eligible to receive any severance benefits.

(1)For these purposes, the bonus portion of the severance payment is determined in accordance with the A&R Severance Plan as the target MIP opportunity for 2025, the year in which the

termination of employment occurs.

(2)The A&R Severance Plan provides that upon an involuntary termination (not within two years following a change of control), executives will receive an amount representing a pro-rated (based

on days employed) annual cash incentive under the MIP that the executive would have received had the executive remained employed through the MIP annual cash incentive payment date,

based on actual performance. Thus, the table shows the actual payouts under the 2025 MIP in the event of an involuntary termination based on actual 2025 financial and individual

performance results.

Upon a COC Termination, the A&R Severance Plan provides that a pro-rated amount is paid based on the executive’s current target MIP opportunity. However, under the MIP, upon a change

of control, the greater of the actual MIP amounts earned or target MIP is paid if the individual is employed by Mattel immediately prior to the change of control. On December 31, 2025, target

MIP amounts are greater and would be paid (with no duplication under the A&R Severance Plan), and therefore the amounts shown upon a COC Termination reflect target MIP amounts

earned for the year ended December 31, 2025.

(3)We assume that in the event of a change of control only, the LTIP Performance Units are assumed or substantially similar new rights are substituted therefor by the acquirer. If such

Performance Units are not assumed or substantially similar new rights are not substituted in a change of control, the vesting of such Performance Units will be accelerated, based on the

greater of target-level award opportunity or the actual performance through the most recent completed year prior to the date of change of control. For a COC Termination, we have shown

actual performance of 116% for the 2023-2025 LTIP Performance Units since target performance was exceeded. Since actual performance is trending below target for the 2024-2026 LTIP

(based on 2024-2025 actual and 2026 estimate), we have shown performance at target for the 2024-2026 LTIP Performance Units. Since actual performance is trending below target for the

2025-2027 LTIP (based on 2025 actual and 2026-2027 estimate), we have shown performance at target for the 2025-2027 LTIP Performance Units.

In the event of Retirement, involuntary termination (for the A&R Severance Plan), death, or permanent disability, we have also shown the actual values earned under the 2023-2025 LTIP

Performance Units and the values based on performance of 96% in the case of the 2024-2026 LTIP Performance Units and 92% in the case of the 2025-2027 LTIP Performance Units. In

accordance with the terms of the LTIP cycles and the A&R Severance Plan, the pro-rated amount that each NEO would receive would be based on the number of full months employed during

the 36-month performance period. Thus, the pro-rated amount would generally be two-thirds for the 2024-2026 LTIP and one-third for the 2025-2027 LTIP. Amounts shown are valued based

on our closing stock price of $19.84 on December 31, 2025, the last trading day of fiscal year 2025. For a discussion of the achievement of Adjusted Free Cash Flow and relative TSR with

respect to the 2023-2025 LTIP, see the “Compensation Discussion and Analysis - Elements of Compensation - Stock-Based Long-Term Incentives” section of this Proxy Statement.

There is nothing reported in the table above with respect to Mr. Kreiz’s Retention Performance Grant. We have assumed that, in the event of a change of control or COC Termination, the

Company and the acquiring entity would cease to be publicly traded and, because none of the stock price hurdles were met as of December 31, 2025 and the Company’s relative TSR

performance through such date was below threshold, none of the Performance Units would have converted into time-based RSUs and the entire Retention Performance Grant would have

been forfeited. In the event Mr. Kreiz had died or become disabled as of December 31, 2025, the portion of the Retention Performance Grant subject to the stock price hurdles would have been

forfeited because such hurdles had not been met and, following the completion of the full five-year performance period, the Company would determine the actual relative TSR achievement and,

to the extent any relative TSR goal is achieved at such time, Mr. Kreiz (or his estate, as the case may be), would become entitled to a pro-rated number of shares based on whole months

employed in the performance period and such achievement. In the event Mr. Kreiz had experienced an involuntary termination or retirement on December 31, 2025, the entire award would

have been forfeited.

(4)Stock Options. We assume that in the event of a change of control only, the outstanding options are assumed or substantially similar new rights are substituted therefor by the acquirer. If such

options are not assumed or substantially similar new rights are not substituted for the outstanding awards, then the vesting of such options will be fully accelerated. For all other scenarios,

amounts shown include the value of any option acceleration. Amounts shown assume that all stock options would be exercised immediately upon termination of employment. Stock option

values represent the excess of the value of the option shares for which vesting is accelerated over the exercise price for those option shares, using our closing stock price of $19.84 on

December 31, 2025, the last trading day of fiscal year 2025. If the stock options were not immediately exercised, the value realized by the executives could differ from that disclosed. However,

this value is not readily ascertainable since it depends upon a number of unknown factors, such as the date of exercise and the value of the underlying Mattel common stock on that date.

RSUs. In the event of a termination of employment due to death or permanent disability, unvested RSUs that were outstanding at least six months will fully vest. For participants in the A&R

Severance Plan, in the event of an involuntary termination, unvested RSUs vest pro-rata (based on the number of full months of employment during the vesting period).

We assume that in the event of a change of control only, the outstanding RSUs under the Amended 2010 Plan are assumed or substantially similar new rights are substituted therefor by the

acquirer. If such RSUs are not assumed or substantially similar new rights are not substituted for the outstanding awards, then the vesting of such RSUs will be fully accelerated. Amounts

shown include the value of the RSUs for which vesting would have been accelerated under all applicable scenarios (other than a change of control only), based on our closing stock price of

$19.84 on December 31, 2025, the last trading day of fiscal year 2025.

(5)Other benefits include: (i) up to two years of outplacement services up to an aggregate maximum cost of $50,000 for each NEO, and (ii) payment of a monthly amount equivalent based on the

then current COBRA premium for the applicable severance period for each executive. In the event that the executive obtains employment, the other benefits described above will terminate;

however, amounts shown represent the maximum period of continuation.

(6)In the event of termination due to Retirement (as defined under the Amended 2010 Plan), Messrs. Totzke and Isaias will receive accelerated vesting of outstanding Performance Units. Vesting

will be pro-rated based on the number of full months the participant was employed during each three-year performance period, payable at the end of each three-year period based on our

achievement of the performance measures. Additionally, in the event of termination due to Retirement, Mr. Totzke would receive accelerated vesting of unvested stock options. Stock option

value represents the excess of the value of the option shares for which vesting is accelerated over the exercise price for those option shares, using our closing stock price of $19.84 on

December 31, 2025, the last trading day of fiscal year 2025. If the stock options were not immediately exercised, the value realized by the executives could differ from that disclosed. However,

this value is not readily ascertainable since it depends upon a number of unknown factors, such as the date of exercise and the value of the underlying Mattel common stock on that date.

Compensation at Mattel