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.