Every material Form 8-K Mattel has filed with the SEC since February 04, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Mattel reported third quarter 2026 net sales of $1,807 million, up 4%, and diluted EPS of $1.23 versus $0.88 a year earlier. The company said the gross margin gain was primarily driven by $88 million of tariff refunds, and its revised 2026 guidance excludes those refunds. The company also named Steve Totzke President and Chief Operating Officer, effective November 11, 2026.
Q3 2026 net sales were $1,807 million, up 4% as reported and 3% in constant currency
Q3 2026 net income was $354 million, an increase of $75 million; diluted EPS was $1.23 versus $0.88
Full-year 2026 adjusted EPS guidance is $1.05 to $1.20 and adjusted operating income guidance is $500 million to $570 million, excluding tariff refunds
Steve Totzke appointed President and COO effective November 11, 2026; Roberto Stanichi resigned as President, Chief Marketing and Brand Officer, effective November 10, 2026
Mattel entered into a cooperation agreement with EdgePoint Investment Group, described as an approximately 18% stockholder, and appointed EdgePoint Partner Lee Matheson as a director effective October 21, 2026. The Board increased its size from nine to ten members, and the filing says EdgePoint agreed to customary voting commitments and standstill restrictions. The filing does not include any financial results, so the deal's effect on shareholders depends on how the agreement is applied over time.
Lee Matheson, a Partner at EdgePoint, joined the Board effective October 21, 2026, with a term expiring at the 2027 Annual Meeting; Mattel agreed to nominate him for re-election.
The Board increased from nine to ten members in connection with the appointment.
EdgePoint agreed to customary voting commitments, standstill restrictions and confidentiality provisions.
Mattel's obligations under the agreement end in certain circumstances, including if EdgePoint ceases to beneficially own at least 10% of Mattel's outstanding common stock.
Mattel appointed Peter Griffith, formerly CFO of Amgen, as Chief Financial Officer effective October 20, 2026, and as a non-independent board director. Paul Ruh, the current CFO, moves to an advisory role through December 31, 2026, and director Adriana Cisneros resigned from the board on October 18, 2026. The filing does not report financial results, so it does not change reported figures, but it marks a change in the company's top finance role.
Peter Griffith starts as CFO on October 20, 2026; he reports to Chairman and CEO Roger Lynch.
Griffith's offer includes a $1,300,000 base salary, a target bonus of 100% of salary, and a $3,300,000 performance-based RSU award.
Paul Ruh's separation agreement keeps his $950,000 base salary through December 31, 2026, when his employment ends.
Adriana Cisneros resigned from the board on October 18, 2026, and the filing says the resignation was not due to a disagreement with the company.
Mattel amended the September 29, 2026 offer letter with Roger Lynch, its Chief Executive Officer, setting his start date as October 12, 2026 and moving the timing of his initial equity awards to that date. The amendment also raises his change-in-control severance multiplier to 2.99 times from two times for terminations on or before December 31, 2028, and adds an excise tax make-whole payment for changes of control on or before that date, which shareholders may view as added cost tied to the CEO's pay package.
Start date set as October 12, 2026; make-whole, inducement and 2026 annual long-term awards now granted on that date rather than the last trading day of the month
Awards total 461,538 make-whole RSUs, 461,538 inducement PSUs and 461,538 annual PSUs at target plus 307,692 annual RSUs
Change-in-control cash severance multiplier raised to 2.99 times from two times for qualifying terminations through December 31, 2028
Excise tax make-whole provision applies to a change of control on or before December 31, 2028; the filing says the amendment followed recent external developments
Mattel's CEO Ynon Kreiz resigned as CEO and chairman effective October 2, 2026, and the board named director Roger Lynch as chairman effective that date and as CEO no later than November 2, 2026. Jonathan Anschell will serve as interim principal executive officer until Lynch takes over, and the filing discloses Lynch's pay package, including a $2,300,000 base salary and $10,600,000 make-whole signing bonus.
Ynon Kreiz resigned as CEO and chairman effective October 2, 2026, to take a senior role at another public company
Roger Lynch, a board member since 2018, becomes chairman October 2, 2026 and CEO no later than November 2, 2026
Lynch's offer letter includes a $2,300,000 base salary, a 200% target bonus, and a $10,600,000 make-whole signing bonus
Diana Ferguson was named Independent Lead Director effective October 2, 2026
Mattel reported second quarter 2026 net sales of $1,125 million, up 10% as reported, but swung to a net loss of $18 million from net income of $53 million a year earlier. Reported operating income fell $68 million to $11 million, and the company reiterated its full year 2026 guidance and its $400 million share repurchase target, which matters to shareholders because profit weakened sharply even as sales grew.
Net sales were $1,125 million, up 10% as reported and 9% in constant currency; reported gross margin fell to 48.2% from 50.9%.
Loss per share was $0.06 compared with earnings per share of $0.16; adjusted EPS was $0.01 versus $0.21.
Company reiterated FY2026 guidance, including adjusted EPS of $1.27 to $1.39, and reaffirmed $400 million in 2026 share repurchases.
Mattel repurchased $100 million of shares in the quarter, bringing the year-to-date total to $300 million.
Mattel named Roberto Stanichi, previously Executive Vice President and Chief Global Brand Officer, to President, Chief Marketing and Brand Officer, effective July 29, 2026, reporting to Chairman and CEO Ynon Kreiz. The filing sets his base salary at $900,000 and details new equity grants, which tie part of his pay to Mattel's stock price and performance goals.
Promotion dated July 29, 2026; press release issued July 31, 2026
Base salary of $900,000; 2026 MIP target of 100% of salary, capped at 200%
Promotion stock grant of $2,000,000 in RSUs; incremental grant of $1,900,000, split between RSUs and PSUs
Beginning in 2027, annual target stock grant value rises to $3,000,000, subject to Compensation Committee approval
Mattel stockholders approved the 2026 Restatement at the May 28, 2026 Annual Meeting, which adds 2,155,000 shares to the equity and long-term compensation plan and extends the plan's termination date to March 19, 2036. The filing also reports that all 10 director nominees were elected, and that the auditor and the advisory pay proposal passed.
The 2026 Restatement adds 2,155,000 shares to the plan's share reserve and extends the termination date to March 19, 2036.
Stockholders approved the restatement with 236,024,891 votes for and 17,624,209 against.
The advisory vote on named executive officer compensation passed with 236,401,260 votes for and 17,292,683 against.
PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm for 2026, with 265,816,715 votes for and 4,136,113 against.
Mattel reported first quarter 2026 net sales of $862 million, up 4% as reported and 1% in constant currency. Operating loss widened to $103 million from $53 million, and adjusted operating loss widened to $70 million from $8 million. Reported net income of $61 million, or $0.20 per diluted share, was lifted by a $148 million gain on remeasuring its previously held stake in Mattel163, and the company left its full-year 2026 guidance unchanged apart from a recast that excludes amortization of acquired intangibles.
Net sales were $862 million, up 4% as reported and 1% in constant currency, with International up 15% and North America down 3%.
Operating loss was $103 million versus $53 million a year earlier; adjusted loss per share was $0.20 versus $0.02.
Reported diluted EPS of $0.20 compared with a loss of $0.12, mainly due to the $148 million Mattel163 remeasurement gain.
Mattel repurchased $200 million of shares in the quarter and maintained its $400 million 2026 repurchase target.
Mattel said President and Chief Commercial Officer Steve Totzke will leave the role effective May 1, 2026, and serve as an executive advisor through December 31, 2026, when his employment ends. Sanjay Luthra, currently EMEA and Global Direct-to-Consumer managing director, will succeed him as Chief Commercial Officer and report to Chairman and CEO Ynon Kreiz. The filing describes a planned transition for a senior commercial leader, with severance and equity vesting tied to his departure.
Steve Totzke ceases to be President and Chief Commercial Officer effective May 1, 2026; employment ends December 31, 2026
Sanjay Luthra succeeds Totzke as Chief Commercial Officer, overseeing global sales and commercial operations
Totzke to receive severance, accelerated equity vesting, COBRA premium payments for up to eighteen months, and a car allowance for the same period
Mattel reported fourth-quarter 2025 net sales of $1,766 million, up 7% as reported, while reported EPS fell to $0.34 from $0.42. For full year 2025, net sales were $5,348 million, down 1%, and reported EPS was $1.24 versus $1.58. The company guided 2026 adjusted EPS to $1.18-$1.30, below the 2025 actual of $1.41, and its board authorized a new $1.5 billion share repurchase program.
Q4 2025 net sales $1,766 million, up 7% as reported; reported operating income $141 million, down $17 million
FY2025 net sales $5,348 million, down 1%; reported EPS $1.24 vs. $1.58 a year earlier
2026 guidance: adjusted operating income $550-$600 million vs. $620 million in 2025; adjusted EPS $1.18-$1.30 vs. $1.41
Board authorized a $1.5 billion share repurchase, expected to be completed by 2028; Mattel repurchased $600 million of shares in 2025
Mattel issued $600 million of 5.000% senior unsecured notes maturing November 17, 2030, on November 17, 2025. The company used the net proceeds, together with cash on hand, to redeem all $600.0 million of its outstanding 3.375% Senior Notes due 2026, so the filing swaps one debt issue for another rather than adding a new amount of borrowing.
Notes: $600 million principal, 5.000% coupon, interest paid semi-annually on May 17 and November 17, first payment May 17, 2026
Proceeds, with cash on hand, used to redeem all $600.0 million of 3.375% Senior Notes due 2026 on the same day
Optional redemption before October 17, 2030 at 100% of principal plus make-whole premium; holders can require repurchase at 101% on a Change of Control Triggering Event
Mattel agreed on November 5, 2025 to sell $600 million of 5.000% senior notes maturing November 17, 2030, with closing expected on or about November 17, 2025. The company plans to use the proceeds, together with cash on hand, to redeem all of its outstanding 3.375% senior notes due 2026 and pay related fees, which refinances existing debt rather than adding a stated new use of funds.
$600 million aggregate principal of 5.000% senior notes due November 17, 2030, sold through an underwriting agreement dated November 5, 2025
Expected closing on or about November 17, 2025, subject to customary closing conditions
Proceeds plus cash on hand will redeem all outstanding 3.375% senior notes due 2026 and pay related fees and expenses
Offering made under a Form S-3 shelf registration that became automatically effective on October 30, 2025; underwriters are BofA Securities, Citigroup, Wells Fargo Securities and Goldman Sachs & Co. LLC
Mattel reported third quarter 2025 results with net sales of $1,736 million, down 6% as reported, and diluted EPS of $0.88 versus $1.09 a year earlier. Management reiterated its full year 2025 guidance and its $600 million share repurchase target, citing industry-wide shifts in US retailer ordering patterns that weighed on the quarter.
Net sales $1,736 million, down 6% as reported and 7% in constant currency; North America down 12%
Net income $278 million, down $94 million; diluted EPS $0.88 versus $1.09; adjusted EPS $0.89 versus $1.14
Operating income $380 million, down $108 million; gross margin 50.0% versus 53.1%
Full year 2025 guidance reiterated, including adjusted EPS of $1.54 to $1.66; $202 million repurchased in the quarter, $412 million year to date
Mattel reported second-quarter 2025 net sales of $1,019 million, down 6%, with GAAP earnings per share of $0.16 versus $0.17 a year earlier and adjusted EPS flat at $0.19. The company lowered its full-year 2025 adjusted EPS guidance to $1.54 to $1.66 from $1.66 to $1.72, and cut its free cash flow outlook to about $500 million from about $600 million, while reaffirming a $600 million share repurchase target.
Q2 net sales of $1,019 million, down 6% as reported and in constant currency; North America fell 16% and International rose 7%
Q2 GAAP net income of $53 million, down $4 million; GAAP diluted EPS $0.16 vs. $0.17
Full-year 2025 adjusted EPS guidance cut to $1.54 to $1.66 from $1.66 to $1.72; adjusted operating income guidance lowered to $700 million to $750 million from $740 million to $765 million
Company repurchased $50 million of shares in Q2 and $210 million in the first half; $600 million 2025 repurchase target reaffirmed
Mattel appointed Paul Ruh as chief financial officer effective May 19, 2025, succeeding Anthony DiSilvestro, who announced his retirement in January. DiSilvestro will advise the company through August 15, 2025, to support the transition. Ruh previously served as CFO of Kenvue Inc. since May 2023 and will oversee Mattel's global finance organization and global technology organization.
Paul Ruh, age 58, becomes CFO effective May 19, 2025, reporting to Chairman and CEO Ynon Kreiz
Ruh's offer includes a $950,000 base salary, a 2025 target bonus of 100% of base salary (maximum 200%), and a $3,800,000 new-hire make-whole stock grant
Ruh will receive a $100,000 signing bonus and a 2025 target annual stock grant value of $2,825,000
Anthony DiSilvestro will serve as an advisor through August 15, 2025
Mattel reported first quarter 2025 net sales of $827 million, up 2% as reported, while its net loss widened to $40 million, an increase of $12 million from the prior year. The company paused its full-year 2025 guidance because of the volatile macro-economic environment and the evolving U.S. tariff situation, and it kept its $600 million share repurchase target for 2025, which matters to shareholders because no full-year outlook is currently provided.
Net sales were $827 million, up 2% as reported and 4% in constant currency.
Net loss was $40 million, or $0.12 per share, compared with a loss of $0.08 per share a year earlier; adjusted loss per share was $0.03 versus $0.05.
Mattel repurchased $160 million of shares in the quarter and maintained its $600 million share repurchase target for 2025.
Full-year 2025 guidance is paused until Mattel has sufficient visibility.
Mattel reported fourth quarter and full year 2024 results on February 4, 2025. Fourth quarter net sales rose 2% to $1,646 million, while full year net sales fell 1% to $5,380 million, and full year reported EPS rose to $1.58 from $0.60. The company also set 2025 guidance for adjusted EPS of $1.66 to $1.72 and a plan to repurchase $600 million of shares.
Q4 2024 net sales were $1,646 million, up 2% as reported; Q4 adjusted EPS was $0.35 versus $0.29 a year earlier
Full year 2024 net income was $542 million, an improvement of $327 million; reported EPS was $1.58 versus $0.60
2025 guidance calls for adjusted operating income of $740 million to $765 million and free cash flow of approximately $600 million
Mattel repurchased $400 million of shares in 2024 and targets $600 million of share repurchases in 2025
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