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    SEC Form 4 filed by Director Genachowski Julius

    5/30/25 6:15:21 PM ET
    $MAT
    Recreational Games/Products/Toys
    Consumer Discretionary
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    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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    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*
    GENACHOWSKI JULIUS

    (Last) (First) (Middle)
    333 CONTINENTAL BOULEVARD

    (Street)
    EL SEGUNDO CA 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
    Officer (give title below) Other (specify below)
    3. Date of Earliest Transaction (Month/Day/Year)
    05/28/2025
    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)
    Code V Amount (A) or (D) Price
    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)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    Restricted Stock Units (1) 05/28/2025 A 9,196 (2) (2) Common Stock 9,196 $0 9,196 D
    Phantom Stock (3) 05/28/2025 A 6,305 (4) (4) Common Stock 6,305 $19.03 6,305 D
    Explanation of Responses:
    1. The Restricted Stock Units ("RSUs") were granted on May 28, 2025, pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended. Each RSU represents a contingent right to receive one share of Mattel, Inc. Common Stock. The RSUs are accompanied by dividend equivalent rights.
    2. The RSUs are fully vested on the date of grant. Vested RSUs generally will be settled on the third anniversary of the date of grant or such later date in accordance with the terms of the Mattel, Inc. Deferred Compensation Plan for Non-Employee Directors. On the settlement date, for each vested RSU, the Reporting Person will receive one share of Mattel, Inc. Common Stock.
    3. Distributions from the Reporting Person's phantom stock account will be in the form of shares of Mattel, Inc. Common Stock equal in value to the value of the phantom stock account.
    4. The phantom stock units will be settled in shares of Mattel, Inc. Common Stock following the Reporting Person's separation from service with Mattel, Inc.
    Remarks:
    /s/ Tiffani Magri, Attorney-in-Fact for Julius Genachowski 05/30/2025
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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