MATTEL INC /DE/ — Director's Dealing 2024

Apr 30, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2024-04-28

Reporting Person: TOTZKE STEVE (President, Chief Comm Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-04-28	Common Stock	M	15124	—	Acquired	178324	Direct
2024-04-28	Common Stock	F	7665	$18.36	Disposed	170659	Direct
2024-04-29	Common Stock	M	10181	—	Acquired	180840	Direct
2024-04-29	Common Stock	F	5160	$18.49	Disposed	175680	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-04-28	Restricted Stock Units	$	M	15124	Disposed		Common Stock (15124)	Direct
2024-04-29	Restricted Stock Units	$	M	10181	Disposed		Common Stock (10181)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19100	Indirect

Footnotes

F1: As reported on a Form 4 dated April 28, 2023 and filed on May 2, 2023, the Reporting Person received a grant of 45,833 Restricted Stock Units ("RSUs" or "Units") on April 28, 2023. 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, 2024, the first 33% of these RSUs vested, resulting in the issuance of 15,124 shares of Mattel, Inc. Common Stock.

F2: Pursuant to the terms of the April 28, 2023 RSU grant, 7,665 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F3: As reported on a Form 4 dated April 29, 2022 and filed on May 3, 2022, the Reporting Person received a grant of 30,852 RSUs 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 29, 2024, the second 33% of these RSUs vested, resulting in the issuance of 10,181 shares of Mattel, Inc. Common Stock.

F4: Pursuant to the terms of the April 29, 2022 RSU grant, 5,160 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.

F5: As of April 25, 2024, the Reporting Person had a balance of $351,312.61 in the Mattel Stock Fund of Mattel, Inc.'s 401(k) plan, the Personal Investment Plan ("PIP"). The number of shares has been calculated by the third-party administrator for the PIP.