Management Change/Compensation (Form 8-K)

On October 12, 2026, Mattel, Inc. (the "Company" or "Mattel") entered into an amendment (the "Amendment") to the letter agreement, dated September 29, 2026, between the Company and Roger Lynch (the "Offer Letter"), with respect to Mr. Lynch's service as the Company's Chief Executive Officer. The Company previously disclosed the appointment of Mr. Lynch as the Company's Chief Executive Officer and the entry into the Offer Letter in its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2026. The amendment was made following recent external developments.

The Amendment provides that Mr. Lynch's start date (the "Start Date") will be October 12, 2026 and each of the make-whole restricted stock unit award, the inducement performance-based restricted stock unit award and the 2026 annual long-term incentive award to be granted to Mr. Lynch under the Offer Letter will be granted on the Start Date (instead of the last trading day of the month in which the Start Date occurs), with the make-whole restricted stock unit award consisting of 461,538 restricted stock units, the inducement performance-based restricted stock unit award consisting of 461,538 performance-based restricted stock units (with the initial Mattel share price for purposes of the relative total shareholder return metric being the per-share closing price of Mattel common stock on September 30, 2026, the date of the announcement of Mr. Lynch's appointment as Chief Executive Officer), and the 2026 annual long-term incentive award consisting of 461,538 performance-based restricted stock units (at target) and 307,692 restricted stock units. The vesting and other terms and conditions of each such award otherwise remain as set forth in the Offer Letter and previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2026.

The Amendment also provides that, upon a termination of employment that would entitle Mr. Lynch to receive change-in-control severance benefits under the Company's Amended and Restated Executive Severance Plan B ("Severance Plan B") (a "Change of Control Covered Termination") that occurs on or prior to December 31, 2028, the multiplier used to calculate his change-in-control cash severance payment under Severance Plan B will be 2.99 times (rather than two times), and that, if a change of control of the Company occurs on or prior to December 31, 2028 and Mr. Lynch receives any payments or benefits that are subject to an excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, Mr. Lynch will, subject to certain limitations, be entitled to a payment that puts him in the same after-tax position as though such tax did not apply.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.