MATTEL INC /DE/ — Director's Dealing 2022

May 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2022-04-29

Reporting Person: Hugh Yoon J. (SVP & Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-04-30	Common Stock	M	2093	—	Acquired	19939	Direct
2022-04-30	Common Stock	F	724	$24.31	Disposed	19215	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-04-30	Restricted Stock Units	$	M	2093	Acquired		Common Stock (2093.0)	Direct
2022-04-29	Restricted Stock Units	$	A	7199	Acquired		Common Stock (7199.0)	Direct
2022-04-29	Employee Stock Option - Right to Buy	$24.31	A	5055	Acquired	2032-04-29	Common Stock (5055.0)	Direct

Footnotes

F1: As reported on a Form 4 dated April 30, 2019 and filed on May 2, 2019, the Reporting Person received a grant of 6,153 Restricted Stock Units ("RSUs" or "Units") on April 30, 2019. The RSUs vested as to (a) 33% of the Units granted on the first anniversary of the date of grant, (b) an additional 33% of the Units granted on the second anniversary of the date of grant, and (c) the remaining 34% of the Units granted on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the Reporting Person received one share of Mattel, Inc. Common Stock, subject to tax withholding. On April 30, 2022, the final 34% of these RSUs vested, resulting in the issuance of 2,093 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the April 30, 2019 RSU grant, 724 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: The RSUs were granted on April 29, 2022 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended (the "Plan"). Each Unit represents a contingent right to receive one share of Mattel, Inc. Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share).

F4: The RSUs vest as to (a) 33% of the Units granted on the first anniversary of the date of grant, (b) an additional 33% of the Units granted on the second anniversary of the date of grant, and (c) the remaining 34% of the Units granted on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the Reporting Person will receive one share of Mattel, Inc. Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of Common Stock on the date of vesting), subject to tax withholding.

F5: The option was granted on April 29, 2022 pursuant to the Plan. The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversary of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the third anniversary of the date of grant.