美泰美股招股说明书(2025-11-07版)

$600,000,000 5.000% Notes due 2030 We are offering $600,000,000 aggregate principal amount of 5.000% Notes due 2030 (the “Notes”). We will pay interest semi-annually in arrears on the Notes onMay17 and November17 of each year, beginning May17, 2026. The Notes will mature on November17, 2030. We may redeem the Notes at our option, in whole or in part, at any time and from time to time, prior to October17, 2030 (one month prior to their maturity date)at the redemption price described in this prospectus supplement under “Description of Notes—Optional Redemption.” On or after October17, 2030, we may redeem theNotes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued andunpaid interest, if any, to (but not including) the redemption date. In addition, if we experience a Change of Control Triggering Event (as defined herein), we may berequired to make an offer to repurchase all of the Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but notincluding) the date of repurchase. See “Description of Notes—Optional Redemption.” We intend to use the net proceeds from this offering, together with cash on hand, to redeem all of our outstanding 3.375% Senior Notes due 2026 (the “2026Senior Notes”), and pay related fees and expenses. The Notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other existing and future senior debt (including ourindebtedness under the Existing Notes and the Credit Agreement (each as defined herein)), will rank senior in right of payment to any of our future debt and otherobligations that expressly provide for their subordination to the Notes, will be structurally subordinated to all of our existing and future indebtedness and other liabilitiesof all our subsidiaries (including indebtedness of the subsidiaries that borrow under or guarantee any obligations under the Credit Agreement, if any, and guarantees ofthe Existing Notes, if any), and will be effectively subordinated to any of our future senior secured debt, to the extent of the value of the collateral securing suchindebtedness. The Notes will be issued only in fully registered form, without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000 inexcess thereof. The Notes are a new issue of securities with no established trading market. The Notes will not be listed on any securities exchange or on any automated dealerquotation system. Investing in the Notes involves risk. See “Risk Factors” beginning on pageS-11of this prospectus supplement. (1)Plus accrued interest, if any, from November17, 2025, if settlement occurs after that date.(2)We refer you to the “Underwriting” section beginning on pageS-46of this prospectus supplement for additional information regarding underwritingcompensation. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Notes ordetermined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the Notes to purchasers through the book-entry delivery system of The Depository Trust Company for the accounts of itsparticipants, including Clearstream Banking,société anonyme, and Euroclear Bank S.A./N.V., on or about November17, 2025, against payment in immediately availablefunds. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTTRADEMARKS AND TRADE NAMESNON-GAAPFINANCIAL MEASURESFORWARD-LOOKING STATEMENTSINCORPORATION BY REFERENCESUMMARYTHE OFFERINGSUMMARY CONSOLIDATED FINANCIAL DATARISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF OTHER INDEBTEDNESSDESCRIPTION OF NOTESUNDERWRITINGVALIDITY OF NOTESEXPERTS Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONFORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDS DESCRIPTION OF DEBT SECURITIES WE MAY OFFERDESCRIPTION OF COMMON STOCK WE MAY OFFERDESCRIPTION OF PREFERRED STOCK AND PREFERENCE STOCK WE MAY OFFERDESCRIPTION OF OTHER SECURITIESGLOBAL SECURITIESUNITED STATES TAXATIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT Unless otherwise specified or unless the context requires otherwise, all references in this prospectus to “Mattel,” “we,” “us,” “our,” or similarreferences mean Mattel, Inc. and its consolidated subsidiaries. This document is composed of two parts. The first is this prospectus supplement, whichdescribes the specific terms of this offering. The second part, the accompanying prospectus, which is part of our Registration Statement on FormS-3,gives more general information, some of which may not apply to this offering. This prospectus supplement also adds to, updates, and changesinformation contained in the accompanying prospect