MATTEL INC /DE/ — Director's Dealing 2023

May 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2023-04-28

Reporting Person: Thompson Amanda J (EVP & Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-28	Common Stock	M	5345	—	Acquired	187608	Direct
2023-04-28	Common Stock	F	2651	$18	Disposed	184957	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-28	Restricted Stock Units	$	M	5345	Disposed		Common Stock (5345.0)	Direct
2023-04-28	Restricted Stock Units	$	A	32083	Acquired		Common Stock (32083.0)	Direct

Footnotes

F1: As reported on a Form 4 dated April 29, 2022 and filed on May 3, 2022, the Reporting Person received a grant of 16,197 Restricted Stock Units ("RSUs" or "Units") on April 29, 2022. 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, subject to tax withholding. On April 28, 2023, the first 33% of these RSUs vested, resulting in the issuance of 5,345 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the April 29, 2022 RSU grant, 2,651 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: The RSUs were granted on April 28, 2023 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.