SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kreiz Ynon

(Last)

(First)

(Middle)

333 CONTINENTAL BOULEVARD

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MATTEL INC /DE/ [ MAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Units	⁽¹⁾	09/30/2024		A		787,402		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	787,402	$0	787,402	D

Explanation of Responses:

1. As disclosed on a Form 8-K filed on September 13, 2024 ("Form 8-K"), Performance-Based Restricted Stock Units were granted to the Reporting Person on September 30, 2024, pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended (the "Plan"), including Performance-Based Restricted Units with vesting tied to stock price performance hurdles ("Performance Units"). Each Performance 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).

2. The Performance Units are subject to performance-based vesting requirements tied to stock price performance hurdles. The Performance Units set forth in the table above will become eligible to vest upon achievement of the following stock price hurdles at any time during the period beginning on September 30, 2026 and ending on September 30, 2029 (the "Performance Measurement Period"): (i) 0% of the Performance Units for a stock price hurdle of $27.00, (ii) 50% of the Performance Units for a stock price hurdle of $33.50, and (iii) 100% of the Performance Units for a stock price hurdle of $40.00. A stock price hurdle will be achieved only if the average closing price of the Issuer's common stock is equal to or greater than the hurdle for 30 consecutive trading days during the Performance Measurement Period. Linear interpolation will be used for achievement levels between the stock price hurdles.

3. If Performance Units become eligible to vest, the eligible Performance Units will vest and settle within fifteen (15) business days following September 30, 2029 and approval by the Compensation Committee of the Board of Directors of Mattel, Inc. of the achievement of the stock price hurdles, but in no event later than March 15, 2030, subject to the Reporting Person's continued employment with the Issuer through the settlement date. In addition to the Performance Units described above, separate Performance-Based Restricted Units will become eligible to vest based on the Issuer's relative total stockholder return over a period beginning on September 30, 2024, and ending on September 30, 2029 (as more fully described in the Form 8-K).

Remarks:

	/s/ Tiffani Magri, Attorney-in-Fact for Ynon Kreiz	10/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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SEC Form 4 filed by Chairman & CEO Kreiz Ynon