SEC Form DEF 14A filed by Hasbro Inc.

April 17, 2026

Dear Hasbro Shareholders,

Hasbro continues to execute its “Playing to Win” strategy, anchored in its mission to create joy and community through the magic of play. As a games, intellectual property and toy company, Hasbro is focused on expanding consumer reach and delivering sustainable, profitable growth across a portfolio of gamified, entertainment-driven, multi-purchase, multi-generational franchises.

Over the past several years, the Company has undertaken a deliberate transformation to sharpen portfolio focus, strengthen operating discipline and improve financial performance. The reset initiated in 2023 established a stronger foundation. In 2024, the Company began rebuilding momentum. In 2025, the Company advanced execution with continued emphasis on margin expansion, cash generation and continued disciplined capital allocation.

Strategy and Portfolio Focus

The Company’s strategy is guided by five core pillars that shape decision-making and investment allocation:

In 2025, the Company continued to prioritize investment in high-margin, franchise-led opportunities while maintaining strict cost and working capital discipline. Wizards of the Coast and Digital Gaming delivered another strong year, underscoring the value of engagement-driven, recurring revenue streams within the Company’s portfolio. The Company’s licensing business further amplified the reach of the Company’s intellectual property through strategic, asset-light partnerships. The Company’s toy business showed improvement and resiliency in an unpredictable market. Lastly, the Company continued advancing its Operational Excellence program, designed to streamline processes, optimize the Company’s supply chain and structurally improve profitability. These efforts are critical to sustaining margin performance in a dynamic environment.

Governance and Board Evolution

The Board remains committed to ensuring that its composition reflects the skills and experience necessary to support Hasbro’s strategy. In early 2026, we welcomed Carla Vernón and Doug Bowser to the Board. Carla has deep experience in global brand leadership and operational execution, and Doug adds significant expertise in digital gaming and global franchise management. Their perspectives strengthen our oversight of franchise growth and digital expansion. We also extend our sincere appreciation to Mary Beth West, who will retire from the Board at the annual meeting. Mary Beth’s leadership and counsel were invaluable during a period of significant transformation for Hasbro. We thank her for her dedicated service.

Looking Ahead

Hasbro today is a more focused, franchise-driven and operationally disciplined organization. The Board is confident in the Company’s strategic direction and management’s execution, and we remain committed to long-term value creation for our shareholders. Thank you for your continued confidence and support.

Sincerely,

		Richard S. Stoddart Chair of the Hasbro Board of Directors

Hasbro, Inc. Notice of 2026

Annual Meeting of Shareholders

		Items of Business
				Elect eleven (11) directors.
				Approve an advisory vote on the compensation of the Company’s named executive officers.
				Ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026.
				Transact other business as may properly come before the meeting and any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

to be held on June 11, 2026

On or about April 17, 2026, we will begin mailing a Notice of Internet Availability of Hasbro’s Proxy Materials to shareholders informing them that this Proxy Statement for the Annual Meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025 and voting instructions are available, free of charge, at https://investor.hasbro.com/financial-information/annual-meeting. As described in that Notice, all shareholders may choose to access our proxy materials on the Internet or may request to receive paper copies of the proxy materials.

By Order of the Board of Directors,

Tarrant Sibley

Executive Vice President, Chief Legal Officer &

Corporate Secretary

April 17, 2026

Table of Contents

In this Proxy Statement, the terms “Hasbro,” “the Company,” “we,” and “our” refer to Hasbro, Inc., and the terms “Board” and “Board of Directors” refer to the Board of Directors of Hasbro, Inc. Unless otherwise stated, information presented in this Proxy Statement is based on Hasbro’s fiscal year. This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated into this Proxy Statement by reference.

This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our strategy, the ability to achieve our financial and business goals and objectives, the proposals contained herein, and other company goals, commitments, and strategies. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

Proxy Statement Highlights

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement before voting.

Agenda Item		Board Recommendation		Page Number
Proposal 1 Election of Eleven (11) Directors		“FOR ALL” Hasbro director nominees		1
Proposal 2 Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers		“FOR”		60
Proposal 3 Ratification of KPMG LLP as Independent Registered Public Accounting Firm for Fiscal 2026		“FOR”		61

Hasbro, Inc. (“Hasbro”) is a leading game, intellectual property (“IP”), and toy company whose mission is to create joy and community through the magic of play. With over 100 years of expertise, we deliver play experiences to kids, families, and fans around the world, through physical and digital games, video games, toys, licensed consumer products, location-based entertainment, film, TV and more.

Through our franchise-first approach, we unlock value from both new and legacy IP, including MAGIC: THE GATHERING, MONOPOLY, HASBRO GAMES, PLAY-DOH, TRANSFORMERS, DUNGEONS & DRAGONS, NERF, and PEPPA PIG, as well as premier partner brands. Powered by our portfolio of iconic brands and a diversified network of partners and subsidiary studios, we bring fans together wherever they are, from tabletop to screen.

For more than a decade, Hasbro has been consistently recognized for its corporate citizenship, including being named one of the 100 Best Corporate Citizens by 3BL Media, a 2025 JUST Capital Industry Leader, one of the 50 Most Community-Minded Companies in the U.S. by the Civic 50, and a Brand that Matters by Fast Company.

Our Playing to Win Strategy

Games, IP, and toys each play an important role in driving our play-focused mission. Toys are often the first handshake we have with consumers, providing an opportunity for consumers of all ages to enjoy our brands. Games offer consumers additional channels to experience our brands, both in traditional format and through digital games. Licensing our intellectual property and strategic partnerships provides further opportunities to extend the reach of our brands across digital games, consumer products categories, entertainment, location-based experiences, and more. We believe our diversified portfolio positions us for continuous and extended reach with consumers and long-term growth.

In 2025, we launched our refreshed strategy, “Playing to Win,” to refocus the Company on inspiring a lifetime of play across more categories, more partners, and more ways to engage. Through play-fueled brand engagement and partner scaled co-investment, including video games, artificial intelligence (“AI”) enabled entertainment, and licensing, we seek to expand our consumer reach as a games, IP, and toy company. We aim to be one of the most profitable and diverse toy and game companies globally, powered by gamified, entertainment-driven, multi-purchase, multi-generational franchises. To significantly extend our consumer reach and drive for revenue and profit growth, we are focusing on five key strategic building blocks:

Our Business: Games, IP, and Toys. We operate in three lines of business: games, IP, and toys, each playing a role in driving our play-focused mission.

As a Company, we believe we possess a number of competitive advantages, including: a broad and deep brand portfolio rooted in play; one of the biggest and most diverse licensing businesses in the world; and a profitable games business anchored by MAGIC: THE GATHERING, MONOPOLY, DUNGEONS & DRAGONS, and Hasbro gaming classics.

Our competitive advantages reinforce one another. Our toy and game brands fuel our licensing business. Our licensing business benefits from external capital and marketing investments which strengthen our brands and our bottom line. Our games business adds further strength to our balance sheet giving us the investment dollars to upgrade core capabilities like design, supply chain, and marketing and gives us new ways to expand our brands’ consumer reach, particularly in digital.

Operational Excellence: Transforming Hasbro. We are midway through a transformation. Over the past several years our initiatives have focused on:

We are continuing to transform the business by upgrading our systems and talent with an emphasis on:

Proposal 1 — Election of Directors

The following table summarizes information about each of the eleven (11) director nominees nominated by your Board, including their current committees of the Board. Detailed information about each of your Board’s nominees, including their background, skills and areas of expertise, can be found below under the heading “Election of Directors (Proposal 1)”. Your Board of Directors unanimously recommends that you vote “FOR ALL” your Board’s director nominees. Mary Beth West will retire from the Board and will not be standing for re-election at the Annual Meeting.

Name and Principal Occupation		Age*				Director Since				Independent		Audit				Comp				Finance				Nom/Gov
Douglas Bowser Former President and Chief Operating Officer of Nintendo of America, Inc.			64				2026			✓
Hope F. Cochran Venture Partner of Madrona Venture Group			54				2016			✓
Christian P. Cocks Chief Executive Officer of Hasbro			52				2022
Lisa Gersh Outside Advisor; Former Chief Executive Officer of Alexander Wang			67				2010			✓
Frank D. Gibeau President of Zynga at Take-Two Interactive			57				2024			✓
Elizabeth Hamren Chief Executive Officer of AllTrails, LLC			54				2022			✓
Darin S. Harris Chief Executive Officer of Goddard Systems, LLC			57				2024			✓
Owen Mahoney Former Chief Executive Officer and President of Nexon Co. Ltd.			59				2024			✓
Laurel J. Richie Independent Branding Consultant; Former President of Women’s National Basketball Association			67				2020			✓
Richard S. Stoddart Chair of the Board of Hasbro and Former President and Chief Executive Officer of InnerWorkings, Inc.			63				2014			✓
Carla Vernón Chief Executive Officer of The Honest Company			55				2026			✓

Profile of the Board’s Nominees for Director

The Board’s nominees are balanced by experience, age, gender and tenure. The Board’s nominees are a skilled, knowledgeable and diverse group, with each member contributing and having his or her voice heard while supporting and appropriately challenging management. The Nominating, Governance and Social Responsibility Committee and the Board believe the mix of experience, expertise, and perspectives on the Board serves to strengthen management and our Company.

The Board’s nominees for director consist of proven leaders with experience across a wide range of industries, including digital gaming, consumer products and consumer brands, with a significant amount of turnaround and operational experience, giving us a diverse set of skills, viewpoints and expertise.

Shareholder Engagement

We regularly engage with our shareholders on our strategy and performance, as well as financial, compensation, corporate governance and other Environmental, Social and Governance (ESG) matters. We do this as part of our commitment to build relationships, discuss and receive feedback on our strategy, be responsive to shareholders and ensure that our actions are informed by the viewpoints of our investors.

Our shareholder engagement efforts are conducted year-round. In addition to discussions just before our annual meeting, we initiate discussions during a quieter period several months before, typically in the fourth quarter, reaching out to our largest shareholders.

Board members, such as the independent chair or chair of one of the Board committees, are made available to participate in some of these discussions. We believe that positive, two-way dialogue builds informed relationships that promote transparency and accountability. Management provides written and oral updates on the discussions with shareholders to the Board, which considers shareholder perspectives, as well as the interests of all stakeholders, when overseeing company strategy, formulating governance practices and designing compensation programs.

In addition to our year-round engagement, as we have done for many years, we proactively extended an invitation to our top 25 shareholders (holding in the aggregate approximately 59% of our outstanding shares) to meet and we had discussions with those who accepted our invitation. This year we covered a variety of topics, with a primary focus on the actions we have taken in response to shareholder feedback over the past year, as well as our business strategy, risks and opportunities, our executive compensation plans, pay competitiveness, corporate governance, director refreshment, director composition, skill-sets, director on-boarding and evaluation process, trade associations, and ESG disclosure, programs and priorities.

Key Actions Taken in the Past Year Considering Shareholder Feedback

Environmental, Social and Governance

ESG starts with our Board, with specific oversight by our Nominating, Governance and Social Responsibility Committee of the Board (“Governance Committee”). ESG topics, such as climate and sustainability, human rights and ethical sourcing, are regular agenda items at Governance Committee meetings. The Governance Committee analyzes these issues and makes recommendations to the full Board. In addition, the Audit Committee of our Board oversees SEC and public disclosures in specific matters, such as conflict minerals and enterprise risk. The full Board receives regular updates regarding our ESG progress. And our CEO and the Executive Leadership Team (“ELT”) regularly review our ESG performance, progress and opportunities. Our ELT and members of our global corporate sustainability team meet several times a year to ensure management oversight of the Company’s ESG strategy, impact and performance. This group sets the direction for our global ESG strategy and ensures the integration of ESG throughout the organization.

Focus Area: Climate and Sustainability

We recognize the impact our business can have on the environment and are working to reduce our footprint. We view sustainability challenges as opportunities to innovate and to continuously improve our product design and operational efficiencies.

We continue to work to integrate climate risk identification and mitigation into our overall enterprise risk management process and business. As part of this effort, we published a Climate and Nature Transition Plan and an IFRS S2 disclosure, where we describe how climate change could impact our business and the key actions we are taking that are designed to strengthen our resiliency. These disclosures contribute to our ongoing preparation work for the European Union’s Corporate Sustainability Reporting Directive (“CSRD”).

Focus Area: Human Rights and Ethical Sourcing

Our Human Rights and Ethical Sourcing program launched over 30 years ago and is dedicated to ensuring that facilities involved in the production of our toys, games and licensed consumer products comply with Hasbro’s Global Business Ethics Principles. The program is designed to ensure fair and safe working conditions; fairness, dignity and respect for workers; and robust supplier engagement to ensure strong safety, health and environmental performance. While working on these issues with partners, suppliers, third-party factories and licensees is complex, we remain vigilant in our commitment to ensure workers in our supply chain are treated in accordance with our high ethical standards and applicable laws.

We believe that “play” is a human right, and we understand our influence as a leading toy maker comes with great responsibility to ensure children’s safety - physically, mentally and emotionally. We recognize the well-being of

children globally is inextricably linked to the success of our Company. Our commitment to respecting the human rights of children is implemented in the following areas.

For more information on our ESG activities, please see our CSR website at https://csr.hasbro.com/en-us/esg-reports.

Proposal 2 — Advisory Vote on Compensation of Named Executive Officers

Our Board of Directors recommends that shareholders vote, on an advisory basis, to approve the compensation paid to our named executive officers (“NEOs”) as described in this Proxy Statement. Our compensation programs embody a pay-for-performance philosophy that supports our business strategy and closely aligns executive interests with those of our shareholders. Our shareholders supported our Say-on-Pay votes in the last three years, with favorable votes from 96.7%, 87.6% and 91.4% of the shares voted at the 2025, 2024 and 2023 Annual Meetings, respectively. Highlights of our compensation programs for 2025 and our compensation best practices follow. Detailed information about this proposal can be found below under the heading “Shareholder Advisory Vote on Compensation for Named Executive Officers (Proposal 2)” and “Compensation Discussion and Analysis”.

Proposal 3 — Proposal to Ratify the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2026 Fiscal Year

You are being asked to vote to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal 2026. Detailed information about this proposal can be found below under the heading “Proposal to Ratify the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2026 Fiscal Year (Proposal 3).”

Election of Directors (Proposal 1)

At the Annual Meeting, you will be asked to elect eleven (11) directors at the Annual Meeting. All of the directors elected at the Annual Meeting will serve until the 2027 Annual Meeting of Shareholders (the “2027 Meeting”), and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Shareholders cannot vote “FOR” more than eleven (11) directors at the Annual Meeting.

Based upon the Company’s criteria for nominations of directors to the Board and the unanimous recommendation of the Nominating, Governance and Social Responsibility Committee, the Board unanimously determined to nominate Douglas Bowser, Hope F. Cochran, Christian P. Cocks, Lisa Gersh, Frank D. Gibeau, Elizabeth Hamren, Darin S. Harris, Owen Mahoney, Laurel J. Richie, Richard S. Stoddart and Carla Vernón for election by shareholders to serve until the 2027 Annual Meeting. Each nominee has consented to being named in the proxy statement and serving as a director if elected.

Under Article II, Section 2.6 of Hasbro’s Second Amended and Restated By-laws (“By-Laws”), the affirmative vote of a majority of votes cast with respect to each director nominee will be required for the nominee to be elected. A majority of votes cast means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee. Abstentions will not be counted as votes cast either for or against the nominees.

If you submit a validly executed proxy card but do not specify how you want to vote your shares with respect to the election of directors, then your shares will be voted in line with the Board’s recommendation with respect to the proposal. Should any of the Board’s nominees be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies named on the proxy card may vote for a replacement nominee recommended by the Board of Directors, or the Board may reduce the number of directors to be elected at the Annual Meeting. At this time, the Board knows of no reason why any of the Board’s nominees would not be able to serve as a director if elected.

Election of Board Nominees

In considering candidates for election to the Board, the Nominating, Governance and Social Responsibility Committee and the Board consider a number of factors, including:

Each of the Board nominees for election to the Board at the Annual Meeting has served in senior positions at complex organizations and has demonstrated a successful track record of strategic, business and financial planning, execution and operating skills in these positions. In addition, each of the Board nominees has proven experience in management and leadership development and an understanding of operating and corporate governance issues for a large multinational company.

The following highlights certain skills, experience and characteristics possessed by the Board nominees for election to the Board and explains what we mean when referring to experience. Further information on each nominee’s qualifications is provided below in the individual biographies. In addition to the skills listed below, our nominees for election as directors each have experience with oversight of risk management, as described below under “Role of the Board in Risk Oversight.”

Nominees for Election as Directors

The following sets forth certain biographical information regarding each of the Board’s director nominees as of April 17, 2026, as well as particular experience, qualifications, attributes or skills (beyond those indicated in the preceding charts), which led the Company’s Board to conclude that the nominee should serve as a director of the Company. Except as otherwise indicated, each person has had the same principal occupation or employment during the past five years.

Our Board of Directors has four standing committees:

The members of each of our required committees, namely Audit, Compensation and Talent, and Nominating, Governance and Social Responsibility, are all independent directors, as defined by the rules of The NASDAQ Stock Market (“Nasdaq”) and our Standards for Director Independence (“Independence Standards”). Additionally, all members of our Audit Committee meet the additional SEC and Nasdaq independence and experience requirements applicable specifically to audit committee members, and all members of our Compensation and Talent Committee satisfy the additional Nasdaq independence requirements specifically applicable to compensation committee members. The Chair of each committee regularly reports to the Board of Directors on committee deliberations and decisions. Each committee’s charter is posted on our website at https://hasbro.gcs-web.com/corporate-governance. The contents of our website are not incorporated by reference into this Proxy Statement.

The principal functions of each committee, together with the committee composition as of April 13, 2026, and number of meetings held in 2025, are set forth in the table below.

The Board of Directors is actively involved in risk oversight for the Company. Although the Board as a whole has retained oversight over the Company’s risk assessment and risk management efforts, the efforts of the various committees of the Board are instrumental in this process. Each committee, generally through its Chair, regularly reports back to the full Board on the conduct of the committee’s functions. The Board, as well as the individual Board committees, also regularly speaks directly with key officers and employees of the Company involved in risk assessment and risk management.

Set forth below is a description of the role of the various Board committees, and the full Board, in risk oversight for the Company.

The Board and its committees receive periodic reports from internal and external advisors on risks to the organization. These reports come from the functional leaders across the organization. The Company’s compliance team, sustainability team and internal audit team also provide regular reports to our Board and its committees. The internal audit team presents a regular enterprise risk assessment to the Audit Committee, which is shared with the Board. In addition, other areas, such as cybersecurity and privacy risk, are assessed by third parties who report to the Audit Committee and the full Board. Members of our disclosure committee receive and provide reports on risks identified, and review material risks that could rise to the level of public disclosure.

The following table sets forth information concerning compensation of the Company’s directors for fiscal 2025. Mr. Cocks, the Company’s Chief Executive Officer, served on the Board during fiscal 2025. However, Mr. Cocks did not receive any compensation for his Board service in fiscal 2025 while performing duties as an officer of the Company. Mr. Bowser and Ms. Vernón joined the Board in January 2026 and did not receive any compensation for Board service in 2025.

Current Director Compensation Arrangements

In structuring the Company’s director compensation, the Nominating, Governance and Social Responsibility Committee seeks to attract and retain talented directors who will contribute significantly to the Company, fairly compensate directors for their work on behalf of the Company and align the interests of directors with those of our shareholders. As part of its review of director compensation, the Nominating, Governance and Social Responsibility Committee reviews external director compensation market studies to assure that director compensation is set at reasonable levels which are commensurate with those prevailing at other similar companies and that the structure of the Company’s non-employee director compensation programs is effective in attracting and retaining highly qualified directors.

All members of the Board who are not otherwise employed by the Company (“non-employee directors”) receive annual cash retainers for service on the Board and its committees. Below is a summary of the cash retainers for service in 2025.

No meeting fees were paid for attendance at meetings of the full Board or committees.

Annually, the Company anticipates issuing to each non-employee director that number of shares of Common Stock which have a set fair market value (based on the fair market value of the Common Stock on the date of grant). In fiscal 2025, the director stock grants had grant date fair market values of $175,000. The value of this stock award was increased to $185,000 for fiscal 2026. These shares are immediately vested, but the Board has adopted stock ownership guidelines which mandate that Board members may not sell any shares of the Company’s Common Stock that they hold, including shares obtained as part of this yearly stock grant, until they own shares of Common Stock with an aggregate market value equal to at five times the annual Board retainer. Board members are permitted to sell shares of Common Stock they hold with a value in excess of this amount. Board members may defer receipt of these shares under the Restated 2003 Stock Incentive Performance Plan, as amended, until their separation of service. An amount equal to the dividends paid on the number of shares of Common Stock deferred is credited to each non-employee director’s stock unit account as of the end of the quarter in which the dividend was paid, and such amount is paid after separation of service.

Pursuant to the Deferred Compensation Plan for non-employee directors (the “Deferred Plan”), which is unfunded, non-employee directors may defer some or all of the annual Board and committee retainer and meeting fees into a stock unit account, the value of each unit initially being equal to the fair market value of one share of Common Stock as of the end of the quarter in which the compensation being deferred would otherwise be payable. Stock units increase or decrease in value based on the fair market value of the Common Stock. In addition, an amount equal to the dividends paid on an equivalent number of shares of Common Stock is credited to each non-employee director’s stock unit account as of the end of the quarter in which the dividend was paid. The Company offers this program as a means for our directors to increase their economic exposure to the value of our stock without having to buy shares in the public market, which may not always be practicable as a result of blackout periods and other restrictions on trading in our securities.

Non-employee directors may also defer any portion of their retainer and/or meeting fees into an interest account under the Deferred Plan, which bears interest at the five-year treasury rate.

The Company makes a deemed matching contribution to a director’s stock unit account under the Deferred Plan equal to 10% of the amount deferred by the director into the stock unit account, with one-half of such Company contribution vesting on December 31^st of the calendar year in which the deferred compensation otherwise would have been paid and one-half on the next December 31^st, provided that the participant remains a director on such vesting date. Unvested Company contributions will automatically vest on death, total disability or retirement by the director at or after age seventy-five. Compensation deferred under the Deferred Plan in the interest account will be paid out in cash after termination of service as a director. Compensation deferred in the stock unit account will be paid out in shares of Common Stock after termination of service as a director. Directors may elect that deferred compensation be paid out in a lump sum or in up to ten annual installments, commencing either in the quarter following, or in the January following, the quarter in which service as a director terminates.

The Company also offers a matching gift program for its Board members pursuant to which the Company will match charitable contributions, up to a maximum yearly Company match of $5,000, made by Board members to qualifying non-profit organizations and academic institutions.

Governance of the Company

Hasbro is committed to strong corporate governance, ethical conduct, sustainability and the accountability of the Board and Hasbro’s senior management team to the Company’s shareholders. We review our corporate governance principles and practices on a regular basis. Set forth below is a summary of our key governance principles and practices.

Hasbro has a Code of Conduct which is applicable to all of the Company’s officers, employees and directors, including the Company’s Chief Executive Officer, Chief Financial Officer and Controller. The Code of Conduct addresses issues such as conflicts of interest, protection of confidential Company information, financial integrity, compliance with laws, rules and regulations, insider trading and proper public disclosure. Compliance with the Code of Conduct is mandatory for all Company officers, employees and directors. Any violation of the Code of Conduct can subject the person at issue to a range of sanctions, including dismissal.

The Code of Conduct is available on Hasbro’s website at https://hasbro.gcs-web.com/corporate-governance. Although the Company generally does not intend to provide waivers of, or amendments to, the Code of Conduct for its Chief Executive Officer, Chief Financial Officer, Controller, or any other officers, directors or employees, information concerning any waiver of, or amendment to, the Code of Conduct for the Chief Executive Officer, Chief Financial Officer, Controller, or any other executive officer or director of the Company, will be promptly disclosed on the Company’s website in the location where the Code of Conduct is posted.

Hasbro has adopted a set of Corporate Governance Principles which address qualifications for members of the Board of Directors, director responsibilities, director access to management and independent advisors, director compensation and many other matters related to the governance of the Company. The Corporate Governance Principles are available on Hasbro’s website at https://hasbro.gcs-web.com/corporate-governance.

Hasbro’s Board has adopted Independence Standards in accordance with Nasdaq’s corporate governance listing standards. The Independence Standards specify criteria used by the Board in making determinations with respect to the independence of its members and include strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company or its independent auditor. The Independence Standards restrict commercial relationships between directors and the Company and include the consideration of other relationships with the Company, including charitable relationships, in making independence determinations. The Independence Standards are available on Hasbro’s website at https://hasbro.gcs-web.com/corporate-governance.

The Board has determined in accordance with our Independence Standards, that all of our non-employee directors are independent and have no relationships which impact an independence determination under the Company’s Independence Standards. The only member of the Company’s Board who was determined not to be independent was Chris Cocks, the Company’s Chief Executive Officer. Of the eleven (11) Board nominees for director at the Annual Meeting, ten (10) are independent, with Mr. Cocks being the only non-independent nominee.

We currently separate the roles of Chair of the Board and CEO. The Chair of the Board is elected by the Board on an annual basis. The Chairperson presides at all meetings of shareholders and chairs all meetings of the Board of Directors. In addition, the Chairperson performs all duties which may be required by law and such other duties as specified by the Board. The Chairperson’s duties typically include:

If the Chairperson is not an independent director, the Board will appoint a Lead Independent Director with such duties as may be prescribed from time to time.

The Company has a majority vote standard for the election of directors in uncontested director elections, coupled with a director resignation policy for those directors who do not receive a majority vote. A plurality vote standard applies to contested director elections.

In an election of directors that is not a contested election (as defined below), when a quorum of shareholders entitled to vote is present, each nominee to be elected by shareholders will be elected if the votes cast “FOR” such nominee exceed the votes cast “AGAINST” such nominee. In cases where as of the tenth (10th) day preceding the date on which the Company first mails its notice of meeting, for the meeting at which directors are being elected, the number of nominees for director exceeds the number of directors to be elected (referred to as a “contested election”), when a quorum of shareholders entitled to vote is present, each nominee to be elected by shareholders shall be elected by a plurality of the votes cast.

In an election that is not a contested election, in order for an incumbent director to become a nominee for re-election to the Board, such person must submit an irrevocable resignation, contingent on both that person not receiving a “FOR” vote that exceeds the “AGAINST” vote cast and acceptance of that resignation by the Board in accordance with the policies and procedures of the Board adopted for such purpose. In the event an incumbent director fails to receive a “FOR” vote that exceeds the “AGAINST” vote in an election that is not a contested election, the Company’s Nominating, Governance and Social Responsibility Committee shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director.

The Board shall act on the resignation, taking into account the recommendation of the Nominating, Governance and Social Responsibility Committee, and publicly disclose (by filing an appropriate disclosure with the SEC) its decision regarding the resignation and, if such resignation is rejected, the rationale for that decision, within sixty (60) days following the final certification of the vote at which the election was held. The Nominating, Governance and Social Responsibility Committee in making its recommendation, and the Board in making its decision, may each consider all factors and information that they consider relevant and appropriate. Both the Nominating, Governance and Social Responsibility Committee, in making its recommendation, and the Board in making its decision, with respect to any given nominee who has not received the requisite vote in an election that is not a contested election, will act without the participation of the nominee in question.

The Company has a policy providing that Board members may not serve on the boards of directors of more than a total of four public companies (including the Company’s Board) and/or registered investment fund families. If the director is also a sitting chief executive officer of a public company, the director may not serve on more than one other public company board or registered investment fund family board, in addition to the Company’s Board. And, if the director is an executive chair of a public company, the director may not serve on the board of more than two other public companies and/or registered investment fund families. Any director whose service on boards exceeds the limits as a result of a private company becoming public is given up to twelve (12) months to comply with this policy.

The Board does not have a policy setting rigid limits on the number of audit committees on which a member of the Company’s Audit Committee can serve. Instead, in cases where an Audit Committee member serves on more than three public company audit committees, the Board evaluates whether such simultaneous service would impair the service of such member on the Company’s Audit Committee.

Before accepting a seat on the board of another public company, the director is required to notify the Chair of Nominating, Governance and Social Responsibility Committee to avoid potential conflicts of interest, as well as to assist in the determination of whether the aggregate number of directorships and attendant responsibilities held by a director would interfere with such director’s ability to properly discharge his or her duties to the Company. The Chair and committee review the request and determine compliance with the Company’s over-boarding policy. Additionally, as part of the nomination process for board members, the Nominating, Governance and Social Responsibility Committee reviews the director’s annual questionnaire, including independence, and outside board responsibilities and time commitments. Each of the Company’s Board nominees is in compliance with the outside board service limitations.

Each director is in compliance with the Company’s over-boarding policy.

New directors receive an orientation to assist them in their roles as Board and committee members. Orientation includes subjects such as board governance and operation, Company history, strategic plans, business operations, financial position and legal and regulatory environment. Management also provides information on an ongoing basis to ensure that Board members are aware of the business, legal and other developments necessary to fulfill their role. We make available outside educational opportunities as the Board deems relevant and appropriate and bring in speakers from time to time to address timely topics and trends affecting the Company. New directors are assigned a mentor on the Board to facilitate the director’s on-boarding and have meetings with each of the members of the executive leadership team.

Every year the entire Board, as well as each of the committees of the Board, conduct a self-evaluation process. This process includes each director and each committee member submitting confidential feedback on the performance of the Board, their own self-assessment as a Board member, and the performance of each committee on which they serve. The feedback is then collected and reviewed and discussed by the applicable committees, as well as the entire Board of Directors. This feedback informs changes the Board and the committees consider making to their processes and areas of review for the next year.

In addition to the self-evaluation process, periodically the Board engages an independent third-party to perform an external review. Most recently, in 2024, the Board engaged a third-party to conduct a comprehensive board evaluation, which included surveying and interviewing all members of the Board and certain members of management, observing board meetings, assessing board composition, reviewing key documents and running workshops focused on Board culture and behaviors. The third party identified key strengths of the Board and made recommendations for potential enhancements to the Board’s operation and functions.

Although the Company does not have a formal policy with respect to Board tenure, the Board does seek to keep a balance of tenures to provide continuity of understanding of the business, long-term succession planning, corporate governance best practices and meaningful onboarding of new directors, including educating new directors with respect to the Company’s business, while also providing for new perspectives brought to bear by new Board members. The Board generally targets a mix of tenures in which roughly one-third of the Board members have been on the Board for a relatively short period of time, one-third for a medium period of time, and one-third for a longer period of time. Although that is a general target, the composition of Board tenures may vary over time for many factors, including the availability of appropriate director candidates, the skill-sets needed by the Board or the importance of continuity during leadership transitions, such as the appointment of a new CEO.

We have adopted a “proxy access” procedure in our By-Laws. Our proxy access bylaw allows a shareholder or a group of up to 20 shareholders that has maintained continuous ownership of at least 3% of the voting power of the Company’s outstanding voting stock for at least 3 years, to include nominees for election to the Board of Directors in the Company’s proxy statement. Subject to compliance with the requirements of the proxy access By-Law provisions, the shareholder or group of shareholders may include director nominees for up to the greater of (i) 20% of the Board, rounded down to the nearest whole number, or (ii) 2 nominees.

The Company has share ownership guidelines which apply to all officers and certain employees at or above the most Senior Vice President level and establish target share ownership levels which executives are expected to achieve over a five-year period and then maintain, absent extenuating circumstances. The Company also requires employees at those levels to retain a portion of any net shares realized from stock vesting or option exercises during the five-year period an executive has to achieve their stock ownership requirement until the executive’s ownership requirement level is satisfied. Until the applicable ownership level is achieved, the executive is required to retain an amount equal to at least 50% of the net shares received as a result of the exercise, vesting or payment of any equity awards granted to the executive following such executive becoming subject to the policy. Once the required stock ownership level is achieved, the executive is required to maintain the stock ownership level for as long as the executive is employed by the Company and is subject to the policy.

Under the Company’s Restated 2003 Stock Incentive Performance Plan, as amended, all awards are subject to a double trigger change in control provision. This means that rather than vesting automatically upon a change in control of the Company, such awards will only vest following a change in control if the award recipient’s employment with the Company is terminated under specified circumstances.

Under the Board-approved Clawback Policy, all equity and non-equity incentive plan compensation granted by the Company is subject to this Clawback Policy. The policy, which complies with Nasdaq listing standards, provides that if an accounting restatement is required due to the Company’s material non-compliance with any accounting requirements, then the Company will recover from all of the Company’s executive officers, regardless of whether

they were at fault or not in the circumstances leading to the restatement, any excess in the incentive compensation they earned over the prior three years over what they would have earned if there had not been a material non-compliance in the financial statements. In the event the officer’s misconduct, violation of Company policy or fraud contributed to the need for a restatement, then the Company will use reasonable efforts to recover up to 100% of the affected incentive compensation. In addition to the foregoing, the Company has adopted further clawback provisions than required under the Dodd-Frank Act. Specifically, the Company will use reasonable efforts in the event of a restatement to recover from any other current or former employee who is not an executive officer who received incentive compensation during the impacted period due to the person’s negligence, misconduct, wrongdoing or a violation of any of the Company’s rules or of any applicable legal or regulatory requirements in the course of the such employee’s employment by, or otherwise in connection with, the Company; or a breach of a fiduciary duty to the Company or its shareholders by such employee. There were no restatements triggering clawbacks in 2025. The Company’s Clawback Policy is filed as an exhibit to the Company’s Form 10-K.

Under the Company’s Board approved Global Insider Trading Policy, pledges or hedges of Company stock by directors, officers or other employees on a prospective basis is prohibited. The Board believes this policy furthers the interest of shareholders by ensuring that directors, officers and employees have the same economic incentives as shareholders and that equity held by directors, officers and employees will not be sold in situations beyond the control of the director, officer or employee.

During 2025, the Board held twelve (12) meetings. All directors attended at least 75% of the aggregate of (i) the Board meetings held during their tenure as directors during 2025 and (ii) the meetings of any committees held during their tenure as members of such committees during 2025. Although the Company does not have a formal policy requiring attendance of directors at the annual meeting of shareholders, the expectation of the Company and the Board is that all directors will attend the annual meeting of shareholders in person or virtually unless conflicts prevent them from attending. All members of the Board who were serving as Board members at the time attended the 2025 Annual Meeting of Shareholders.

The Board has established a target retirement age of 75. Normally, a director who has reached this age will serve out his or her current term and not stand for re-election at the end of that term. However, the Board recognizes that from time to time there may be unusual circumstances where exceptions need to be made to this general rule to retain needed continuity and expertise, or for other business reasons.

The Board devotes significant time establishing, reviewing and discussing the succession plans for the CEO and each of his direct reports as well as the talent pipeline leading to those positions, part of building a diverse and inclusive workforce. The Board, the Compensation and Talent Committee and the Nominating, Governance and Social Responsibility Committee are involved in succession planning, as well as our Chief Executive Officer and other members of management. The Board drives the succession planning for the position of CEO. The Board, working with the CEO, members of management and outside advisors, oversees succession planning for certain other senior management positions. To assist the Board, senior management reports to the Board on management development and succession planning for the CEO and other members of senior management. In identifying successors, the Company has historically considered both internal and external candidates.

Compensation and Talent Committee Report

The following section of this Proxy Statement, entitled “Compensation Discussion and Analysis,” contains a discussion regarding the objectives of the Company’s executive compensation programs, how those programs drive Company performance and a review of the processes and program elements used by the Compensation and Talent Committee to attract and retain executive talent, align the interests of the executive team with those of the Company’s shareholders, create a strong pay-for-performance alignment, maximize the business results of the Company and enhance shareholder value.

The Compensation and Talent Committee has reviewed and discussed with management the Compensation Discussion and Analysis that follows this report. Based on its review and discussions with management, the Compensation and Talent Committee recommended to the Company’s full Board, and the full Board has approved, the inclusion of the Compensation Discussion and Analysis in this Proxy Statement for the Meeting and, by incorporation by reference, in the Company’s Annual Report on Form 10-K for the year ended December 28, 2025.

Report issued by the members of the Compensation and Talent Committee as of the Company’s 2025 fiscal year end.

Darin Harris (Chair)

Lisa Gersh

Elizabeth Hamren

Compensation Discussion and Analysis

In the following Compensation Discussion and Analysis (“CD&A”), we describe our approach to the executive compensation programs and our compensation decisions for 2025 for the following Named Executive Officers (“NEOs”).

2025 Performance Overview

Fiscal year 2025 was a year of strong results, driven by our continued execution on our Playing to Win strategy. We finished 2025 with strong momentum, led by another record year in our Wizards of the Coast and Digital Gaming segment, continued growth in licensing, and operating profit improvement across the Company.

A reconciliation of our GAAP to non-GAAP financial results can be found in Appendix A to this Proxy Statement.

2025 Compensation Plan Design

To ensure the success of our strategy for long-term shareholder value creation, we believe it is critical to align our executive compensation program with our short and long-term strategic and financial goals.

Short-Term Incentive Plan. For the Company corporate plan, the metrics in 2025 included total net revenue (weighted at 50%) and operating profit dollars (weighted at 50%). For the business area participants, the Committee determined to use revenue and operating profit dollars for the business area, each weighted at 40%, and an additional metric around performance against the Company’s total operating profit dollars (weighted at 20%).

Long-Term Incentive Plan. The Committee continues to believe that Diluted Earnings Per Share (EPS) is the appropriate performance metric upon which to base the performance share unit (PSU) awards, which represented 50% of total long-term incentive (LTI) for our CEO and other NEOs. This measure captures the most important aspects of the Company’s long-term performance and best aligns with shareholder value creation. The number of shares vesting can be modified by relative and absolute Total Shareholder Return (TSR) modifiers at the end of the three-year performance period. The relative TSR modifier promotes alignment of long-term incentive compensation award outcomes with relative shareholder returns. The absolute TSR modifier provides direct alignment with the shareholder experience of value creation.

2025 Compensation Decisions Aligned with Performance

With respect to the 2025 annual incentive plan, the Committee reviewed the performance of the Company and its business areas against the annual incentive plan targets for fiscal year 2025. The Total Hasbro payout factor for awards under the 2025 annual incentive plan, as approved by the Committee, was 200% of target. The Committee reviewed the base incentive awards that would have been received by the NEOs using the Company and business area performances. In determining final amounts for the NEO’s, the Committee considered the NEO’s individual performance and contribution to the Company’s transformation efforts, refined strategy and focus areas and cost reduction measures intended to position the Company for future success. No further adjustments were made to the formula under the annual incentive plan for 2025.

With respect to our long-term incentive awards, a payout of 92% was achieved for the 2023-2025 performance share units. See “Long-Term Incentive Compensation — PSU Awards” below.

The payouts under the annual incentive plan and LTI program further evidence our pay-for-performance alignment.

Shareholder Engagement

We engage with our major shareholders on a regular basis. We do this as part of our commitment to build relationships, discuss and receive feedback on our business strategy, be responsive to shareholders and ensure that our actions are informed by the viewpoints of our investors. Our shareholders supported our Say-on-Pay votes in the last three years, with favorable votes of 96.7%, 87.6%, and 91.4% of the shares voted at the 2025, 2024, and 2023 Annual Meetings, respectively.

In addition to our year-round engagement, consistent with our historical practice, we extended an invitation to our top 25 shareholders (holding in aggregate more than a majority of our outstanding shares) to meet and we had discussions with those who accepted our invitation. This year we covered a variety of topics, with a primary focus on the actions we have taken in response to shareholder feedback over the past year, as well as our business strategy, risks and opportunities, our executive compensation plans, pay competitiveness, corporate governance, director refreshment, and director on-boarding and evaluation process. The feedback we received from our shareholders was discussed by our Board and its committees. Shareholders we spoke to indicated that they were supportive of our compensation program design to reward performance based on key financial metrics. Based on our continuing dialogue with our significant shareholders and the strong support we have seen in our Say-on-Pay vote, we believe our compensation program is aligned with the views of our shareholders and strongly drives our pay-for-performance objectives.

Executive Compensation Program Structure and Alignment with Performance

The Committee has implemented a carefully structured executive compensation program that is tightly linked to long-term shareholder value creation. The program incorporates a combination of short-term and long-term forms of compensation that are structured to incentivize company performance and the achievement of corporate and business unit objectives the Committee believes are critical to driving sustained long-term shareholder value. At the same time, the program incorporates elements that ensure the Company attracts and retains top executive talent with the creativity, innovation, drive and diverse skills in branded-play, digital gaming, licensing, consumer products, and entertainment that are critical to the successful execution of our strategy. As our “Playing to Win” strategy evolves, the Committee reviews the compensation program to ensure that it supports the strategy of the Company and enables us to attract and retain key talent to execute on our strategy.

In support of this linkage to long-term shareholder value creation, a significant portion of the total compensation opportunity for our CEO and our other NEOs is variable and performance-based.

The following summarizes the components of our 2025 compensation program for our NEOs.

Executive Compensation Philosophy and Objectives

The Committee regularly reviews compensation practices to best align our compensation programs with shareholder interests, company strategy and best practices. The Committee’s fundamental objectives with our executive compensation program are to:

The Committee believes it is critical to have a robust succession planning and management development process and seasoned talent ready to deploy into key executive positions, and our compensation programs are designed to support these objectives. Our general management training program, a development opportunity provided to key leaders in the organization, is a new key tool we are using to ready the next leaders in the organization. Through this program, we train and develop senior leaders in business and finance areas critical to the Company.

The Committee structures the Company’s compensation program in a way it believes appropriately aligns pay with performance without encouraging excessive risk taking or other behavior on the part of executive officers that is not in the Company’s best interests.

Our goal is to position total target direct compensation for our NEOs within a market competitive range that reflects the individual’s performance, criticality to the business, experience and future potential. For more information on the peer group used to benchmark our NEO’s compensation, please see below under the heading “Compensation Process — Peer Group and Benchmarking.”

All equity and non-equity incentive plan compensation is subject to the Board-approved Clawback Policy. The policy provides that if an accounting restatement is required due to the Company’s material non-compliance with any accounting requirements, then the Company will recover from all of the Company’s executive officers, regardless of whether they were at fault or not in the circumstances leading to the restatement, any excess in the incentive compensation they earned over the prior three years over what they would have earned if there had not been a material non-compliance in the financial statements. Additionally, in the event the officer’s misconduct, violation of Company policy or fraud contributed to the need for a restatement, then the Company will use reasonable efforts to recover up to 100% of the affected incentive compensation. See “Corporate Governance -Clawback Policy” above for more information.

Strong Compensation Governance Practices

Compensation Process

Hasbro’s executive compensation program is structured with input, analysis, review and/or oversight from various sources, including:

All final decisions regarding the performance compensation and retention programs for the Company’s executive officers, including the NEOs, are made by the Committee. The performance and total compensation for the Company’s Chief Executive Officer is also reviewed and approved by the full Board, without the Chief Executive Officer being present.

In structuring the various compensation elements, the Company and Committee review each element on both an individual basis and in totality as part of overall total compensation. This process includes reviewing tally sheets for each of the executive officers that set forth total target direct compensation, and within that total summarize the target level for each element and the portion of total target direct compensation comprised of the various compensation elements.

For NEOs other than the CEO, the CEO makes recommendations to the Committee for each executive’s overall compensation. The Committee then discusses these recommendations with the CEO, both with and without the presence of the Company’s Executive Vice President and Chief People Officer. The Committee further reviews and discusses all recommendations in executive session and, as part of these discussions, the Committee discusses the recommendations with representatives from Meridian.

Peer Group and Benchmarking

In designing the fiscal 2025 executive compensation program, the Committee reviewed certain market data as a market check for each of the NEO’s, including: (i) base salary; (ii) total target cash compensation (comprised of base salary and target short-term incentive award); and (iii) total target direct compensation (comprised of base salary, target short-term incentive award and target long-term incentive award). This market information is one element reviewed by the Committee in setting compensation targets.

As the Company has developed into a leading game, intellectual property and toy company, the companies with which Hasbro competes for executive talent is diverse and intense. Further, the skills and expertise required of Hasbro’s executives is complex given the diversity of our business and this continues to evolve with our refreshed Playing to Win strategy. More specifically, the Company competes with a broad range of companies that focus on digital gaming, licensing intellectual property brands, consumer products and entertainment, in the hiring and retention of executives.

The Committee, with the assistance of its independent compensation consultant, annually reviews the compensation peer group. Our peer group for 2025 included the following companies:

For determining the 2026 peer group, the Committee, with assistance from its independent compensation consultant, reviewed the compensation peer group and determined that it would be appropriate to remove The J.M. Smucker Company and The Hershey Company and to focus on companies in industries that more closely align to Hasbro or companies that we more closely compete with for talent. Additionally, the Committee reviewed the revenue and market capitalization of each company in the peer group to ensure that such company was an appropriate comparator and also reviewed a supplemental source of data for 2026 consisting of S&P 500 companies across general industries that have a revenue size within 0.8x to 1.2x of Hasbro. Based on this analysis, the 2026 compensation peer group is shown below, which other than the removal of The J.M. Smucker Company and The Hershey Company, is the same as 2025.

Role of the Independent Compensation Consultant

In reviewing and establishing the fiscal 2025 compensation program for the Company’s executive officers, the Committee received input and recommendations from representatives of Meridian, an independent compensation consultant. Meridian was retained by, and reports directly to, the Committee. Meridian advised the Committee with respect to the Committee’s review of the Company’s executive compensation programs and provided additional information as to whether the Company’s proposed executive compensation programs were competitive, fair to the Company and the executives, reflected strong pay-for-perfomance alignment, provided appropriate incentive to and retention of the executives and were effective in promoting the performance of the Company’s executives and achievement of the Company’s business and financial goals. Meridian did not provide any other services to Hasbro in 2025.

The Committee recognizes that it is essential to receive objective advice from independent compensation consultants. Therefore, the Committee maintains a policy requiring an annual assessment of compensation consultant independence based on NASDAQ’s requirements. The Committee concluded that Meridian was independent and had no conflicts of interest or other relationships that may impair their independence during their service to the Committee.

Executive Compensation Elements

The NEOs receive a mix of fixed and variable compensation. The following discussion summarizes the various elements of the executive compensation program.

Base Salary

The Company’s philosophy is to review base salaries annually or more often if circumstances warrant. Increases in executive base salaries are considered: (i) in the event of increases in responsibility; (ii) to maintain market competitiveness with compensation offered to executives with similar responsibilities, expertise and experience in other companies the Company considers to be comparable to and/or competitive with the Company; and (iii) to recognize continued individual performance and contribution. Following this review in 2025, the Committee approved a base salary increase for Mr. Sibley from $650,000 to $700,000.

Variable and Performance-Based Compensation Elements

A significant portion of the total compensation opportunity for our NEOs is variable and performance-based. When structuring incentive compensation, the Committee identifies the performance metrics it considers most important for driving Company value and return to shareholders. The Committee then ties incentive compensation to performance against those metrics. For 2025, the Committee determined that the following forms of compensation and performance metrics were appropriate for aligning executive compensation with Company performance and shareholder interests.

Annual Incentive Compensation

The annual incentive plan is designed to incentivize our NEOs to achieve critical goals that drive our financial and operational results and help to enhance shareholder value. The Committee is responsible for approving performance goals and related payout levels, setting each NEO’s target award opportunity and approving payouts under the annual incentive plan, each as more fully described below. The Committee reserves the right to reduce otherwise earned incentive payouts as it deems appropriate.

Target Annual Incentive Opportunity

The Committee assigned each NEO a target annual incentive award opportunity (expressed as a percentage of base salary) based on competitive market data and the executive’s position, responsibilities and role. The annual incentive award opportunity was increased for Mr. Cocks in 2025 from 175% to 200% to more closely align with market as part of the planned progression of Mr. Cocks’ compensation as CEO. In addition, the annual incentive award opportunity for Mr. Sibley increased in 2025 from 75% to 85% to more closely align with market.

Each eligible named executive officer may earn between 0% and 200% of his or her target annual incentive opportunity based on achieved performance against pre-set performance goals. For financial metrics, threshold performance results in a 50% of target payout and maximum performance results in a 200% payout. The financial payouts are determined by interpolation and a payout scale that has a slower payout for modest growth with the rate increasing as performance increases. Any amounts earned are paid in cash. Individual performance for each NEO, including the CEO, is evaluated by the Committee in determining final payout amounts. Awards can be adjusted down to 0% or up to +35% based on individual performance.

Annual Incentive Performance Metrics

The following shows the performance measures assigned to each of the Named Executive Officers, together with the indicated weight based on the Company’s 2025 operating plan and budget. As part of establishing the 2025 operating plan and budget, management along with the Committee underwent a rigorous goal setting process to ensure the annual incentive performance goals were in furtherance of executing on the Company’s Playing to Win strategy. More specifically, the financial metrics set for the annual incentive plan took into account the Company’s ongoing efforts to expand our consumer reach as a games, IP, and toy company through play fueled brand engagement and partner scaled co-investment, including video games, artificial intelligence (“AI”) enabled entertainment, and licensing. To significantly extend our consumer reach and drive our revenue and profit growth, we have been focusing on five key strategic building blocks:

With the guiding objectives of the Playing to Win strategy, the Committee approved the removal of the strategic cost savings metric and increased the emphasis on net revenue and operating profit dollars metrics for the Company and business units. The strategic cost savings metric was introduced as a temporary measure to support the Company’s multi-year transformation initiatives. While disciplined cost management remains an important priority for the Company, the Committee determined that a greater focus on core financial performance metrics would more effectively align incentives with the Company’s ongoing business priorities and long-term shareholder value creation. Accordingly, the Committee believed these performance metrics captured the most important aspects of the top and bottom-line performance and strategy of the Company, the Wizards Business Area, and the Toys, Games, Licensing & Entertainment (“TGLE”) Business Area. The relative weighting among the performance metrics was aligned with the relative importance of those metrics, in the Committee’s view, to the Company and business area’s performance and the strength of the Company’s business. For TGLE, the focus on returning to profitability was viewed as a key driver in the metrics. The annual incentive payout calculations, including weightings and targets, for each of the Named Executive Officers are set forth below.

Calculation of 2025 Annual Incentive Payout

The tables below show the calculation of the 2025 annual incentive award for each eligible NEO.

Mr. Cocks, Ms. Goetter and Mr. Sibley’s 2025 Calculated Annual Incentive Payout Percentage

Mr. Hight’s 2025 Calculated Annual Incentive Payout Percentage

Note: For the business area to have a payout on the business area component both business area metrics must achieve the minimum threshold.

Mr. Kilpin’s 2025 Calculated Annual Incentive Payout Percentage

Note: For the business area to have a payout on the business area component both business area metrics must achieve the minimum threshold.

Calculated 2025 Annual Incentive Payouts

With respect to the 2025 annual incentive plan payouts, the Committee reviewed the performance of the Company and its business areas against the annual incentive plan target metrics for fiscal year 2025. The Committee reviewed the base incentive awards that would have been received by the NEOs using the Company and business area performance against the target metrics. The Committee then determined how the NEO performed in achieving the individual strategic objectives established at the beginning of the year to determine, what, if any, adjustments should be made to the base incentive award to arrive at the final payout amount for each executive. The Committee can adjust the base incentive award down to 0% or up to +35% of the applicable base incentive award based upon the executive’s performance against individual objectives.

The Committee considered the formulaic calculation of each Named Executive Officer’s annual incentive bonus together with the performance of each such executive against his or her performance objectives. The Committee was pleased with the performance of each of the Named Executive Officers against objectives. After this review, the Committee believed that the formulaic calculation appropriately compensated the Named Executives for 2025, and accordingly, the Committee determined to not make individual performance modifications for the NEOs.

The table below shows each eligible NEO’s final 2025 annual incentive payout.

Long-Term Incentive Compensation

The long-term incentive plan is designed to incentivize our NEOs to achieve critical sustainable long-term shareholder value and align the NEOs with shareholder interests. The Committee is responsible for approving performance goals and related payout levels, setting each NEO’s target long-term incentive opportunity and approving payouts under the performance share units.

Annual Long-Term Incentive Awards

Long-term incentive compensation is provided to our NEOs in the form of performance share units and time-based restricted stock units.

The Committee approves target annual equity award values for each of the Company’s executive officers and other eligible employees, which are designed to provide a strong pay-for-perfomance alignment. Targets are expressed as a percentage of each individual’s base salary. In 2025, the Committee working closely with Meridian, performed its annual review of each element of compensation for the CEO and each NEO on an individual basis and in totality as part of overall compensation. As a result, the Committee increased the LTI target value % for Mr. Sibley from 200% to 225% of base salary to more closely align total target direct compensation with the market.

The 2025 LTI Award target value for our NEOs were as follows:

Performance Share Units

Performance Share Units (“PSU Awards”) provide the recipient with the potential to earn shares of the Company’s common stock based on the Company’s achievement against financial performance metrics over a three-year performance period. For 2025, the Committee set the performance metric for the PSU Awards issued to our NEOs as cumulative diluted EPS (100%). The Committee selected this performance metric because it is an important driver of long-term sustainable Company performance with respect to effective profitability and balance sheet management. This metric is subject to +/- 25% modifier for the Company’s relative TSR performance against the S&P 500 TSR comparator group. Beginning with awards granted in 2025, if our cumulative TSR at the end of the 3-year performance period is greater than or equal to 33%, the award vests at a minimum of 50% of target. This feature ensures that vesting is determined based on company value and provides direct alignment with the shareholder experience of value creation. The Committee believes these performance metrics are key factors in aligning pay with performance and the interests of our executives with those of our shareholders.

The following table outlines payout at threshold, target and maximum performance for the PSU Awards.