FULLTEXT DEL 3 AV 3
10-K – 2026-02-25 – has-20251228.htm
(16) Share-Based Awards
The Company has reserved 6.5 million shares of its common stock for issuance upon exercise of options and other awards granted or to be granted under stock incentive plans for employees and for non-employee members of the Board of Directors (collectively, the “Plans”). These awards generally vest and are expensed in equal annual amounts over three years. The plans provide that options be granted at exercise prices not less than the market value of the underlying common stock on the date the option is granted and options and share awards are adjusted for such changes as stock splits and stock dividends. Options are exercisable for periods of no more than seven years after date of grant. Upon exercise in the case of stock options, grant in the case of restricted stock or vesting in the case of performance based contingent stock and restricted stock unit grants, shares are issued out of available treasury shares. The Company’s current plan permits the granting of awards in the form of stock, stock appreciation rights, stock awards and cash awards in addition to stock options.
Total compensation expense related to stock options, restricted stock units, including those awards made to non-employee members of its Board of Directors, and stock performance awards during 2025, 2024 and 2023 was $ 80.4 million, $ 50.8 million and $ 71.9 million, respectively, and $ 72.3 million, $ 43.6 million and $ 62.7 million, respectively, after tax effects. Total share-based compensation expense was recorded as follows:
(In millions) 2025 2024 2023
Product development $ 13.5 $ 10.2 $ 7.0
Selling, distribution and administration 66.9 40.6 64.9
Total share-based compensation expense before income taxes $ 80.4 $ 50.8 $ 71.9
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Notes to Consolidated Financial Statements — (Continued)
Total share-based compensation expense, net of performance adjustments, by award type is as follows:
(In millions) 2025 2024 2023
Stock performance awards $ 20.4 $ ( 6.4 ) $ 15.8
Restricted stock units 56.0 51.0 47.8
Stock options 2.4 4.4 7.0
Non-employee awards 1.6 1.8 1.3
Total share-based compensation expense before income taxes $ 80.4 $ 50.8 $ 71.9
Stock Performance Awards
In 2025, 2024 and 2023, as part of its annual equity grant to executive officers and certain other employees, the Company issued contingent stock performance awards (the “Stock Performance Awards”). These awards provide the recipients with the ability to earn shares of the Company’s common stock based on the Company’s achievement of stated cumulative operating performance targets over the three fiscal years ended December 2027, December 2026, and December 2025 for the 2025, 2024 and 2023 awards, respectively. The 2023 Stock Performance Awards are measured based on achieving targets set for diluted earnings per share and return on invested capital ("ROIC"), in addition to a relative Total Shareholder Return ("TSR") modifier ranking as compared to the Standard & Poor's ("S&P") 500, to determine the number of shares earned at the end of the performance period. The 2024 and 2025 Stock Performance Awards are measured based on achieving targets set for diluted earnings per share, in addition to a TSR modifier ranking as compared to the S&P 500, to determine the number of shares earned at the end of the performance period. The ultimate amount of the awards may vary from 0 % to 250 % of the target number of shares, depending on the cumulative results achieved.
Stock performance award activity during 2025 was as follows:
(In millions, except per share data) Shares Weighted Average Fair Value on
Grant Date
Outstanding, beginning of year
0.9 $ 61.07
Granted 0.2 $ 61.24
Forfeited ( 0.3 ) $ 71.70
Vested — $ 87.40
Outstanding, end of year
0.8 $ 55.15
Stock Performance Awards are valued at the market value of the underlying common stock at the dates of grant and are expensed over the performance period. On a periodic basis, the Company reviews the actual and forecasted performance of the Company against the stated targets for each award. The total expense is adjusted upward or downward based on the expected number of shares to be issued as defined in the respective stock performance award agreement. If minimum targets as detailed under the award are not met, no additional compensation expense will be recognized and any previously recognized compensation expense will be reversed. During 2025, 2024 and 2023, the Company recognized expense (income), net of performance adjustments, of $ 20.4 million, $( 6.4 ) million and $ 15.8 million, respectively, relating to Stock Performance Awards. During 2024, the Company corrected a prior period error associated with a $ 18.1 million benefit related to the reversal of stock compensation expense for the Company's performance stock awards that should have been recorded during fiscal year 2023. Refer to Note 1, Summary of Significant Accounting Policies for additional information.
The total fair value of stock performance awards vested during 2025, 2024 and 2023 was $ 3.1 million, $ 10.2 million and $ 7.7 million, respectively. As of December 28, 2025, the amount of total unrecognized compensation cost related to these awards is approximately $ 27.8 million and the weighted average period over which this will be expensed is 21 months.
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Notes to Consolidated Financial Statements — (Continued)
Restricted Stock Units
The Company, as part of its annual equity grant to executive officers and certain other employees, issues restricted stock or grants restricted stock units. These shares or units are nontransferable and subject to forfeiture or vesting for periods prescribed by the Company. These awards are valued at the market value of the underlying common stock at the date of grant and are subsequently amortized over the periods during which the restrictions lapse, generally three years . The total fair value of restricted stock units vested during 2025, 2024 and 2023 was $ 53.6 million, $ 47.3 million and $ 58.3 million, respectively. As of December 28, 2025, the amount of total unrecognized compensation cost related to restricted stock units is $ 92.0 million and the weighted average period over which this will be expensed is 24 months.
Restricted stock unit activity during 2025 was as follows:
(In millions, except per share data) Shares Weighted-Average Fair Value on
Grant Date
Outstanding, beginning of year
2.4 $ 56.04
Granted 1.4 $ 63.14
Forfeited ( 0.5 ) $ 55.86
Vested ( 1.0 ) $ 58.31
Outstanding, end of year
2.3 $ 59.41
Stock Options
Stock option activity during 2025 was as follows:
(In millions, except per share data) Options Weighted-Average Exercise Price
Outstanding, beginning of year
1.5 $ 76.11
Granted — $ —
Exercised ( 0.2 ) $ 55.78
Expired or forfeited ( 0.6 ) $ 88.48
Outstanding, end of year
0.7 $ 72.07
Exercisable, end of year
0.6 $ 75.93
With respect to the 0.7 million outstanding options and 0.6 million options exercisable at December 28, 2025, the weighted average remaining contractual life of these options was 3.05 years and 2.42 years, respectively. The intrinsic value of the outstanding options and options exercisable at December 28, 2025 was $ 11.9 million and $ 7.8 million, respectively.
The Company uses the Black-Scholes valuation model in determining the fair value of stock options. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding and has been determined based on historical exercise experience. The weighted average fair value of options granted in fiscal 2024 and 2023 was $ 11.74 and $ 12.73 , respectively. There were no options granted in fiscal 2025 and only a de minimis amount granted in 2024. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in the fiscal years 2025, 2024, and 2023:
2025 2024 2023
Risk-free interest rate N/A 4.46 % 4.44 %
Expected dividend yield N/A 4.63 % 4.95 %
Expected volatility N/A 33 % 38 %
Expected option life N/A 3 years 3 years
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Notes to Consolidated Financial Statements — (Continued)
The intrinsic values, which represent the difference between the fair market value on the date of exercise and the exercise price of the option, for the options exercised in fiscal 2025 and 2024 were $ 2.8 million and $ 1.1 million, respectively. No options were exercised during fiscal 2023.
As of December 28, 2025, the amount of total unrecognized compensation cost related to stock options was $ 0.3 million and the weighted average period over which this will be expensed is 2 months.
Non-Employee Awards
In 2025, 2024 and 2023, the Company granted 23,500 , 30,700 and 28,000 shares of common stock, respectively, to its non-employee members of its Board of Directors. Of these shares, the receipt of 7,800 shares from the 2025 grant, 8,800 shares from the 2024 grant and 14,000 shares from the 2023 grant has been deferred to the date upon which the respective director ceases to be a member of the Company’s Board of Directors. These awards were valued at the market value of the underlying common stock at the date of grant and vested upon grant. In connection with these grants, compensation cost of $ 1.6 million, $ 1.8 million and $ 1.3 million was recorded in Selling, distribution and administration expense during 2025, 2024 and 2023, respectively.
(17) Retirement Plans
Pension and Postretirement Benefits
The Company recognizes an asset or liability for each of its defined benefit pension plans equal to the difference between the projected benefit obligation of the plan and the fair value of the plan’s assets. Actuarial gains and losses and prior service costs that have not yet been included in income are recognized in the Consolidated Balance Sheets in AOCL. Reclassifications to earnings (losses) from AOCL related to pension and postretirement plans are recorded to Other (income) expense.
Expenses related to the Company’s defined benefit pension plans for 2025, 2024 and 2023 were approximately $ 4.7 million, $ 3.0 million and $ 4.0 million, respectively, and were recorded within Other (income) expense.
United States Plans
The Company sponsors a defined benefit retirement plan, which pays benefits to eligible employees at the time of retirement, using actuarial formulas based upon a participant’s years of credited service and compensation. The plan is closed and frozen to all employees. The Company also provides certain postretirement health care and life insurance benefits to eligible employees, primarily employees who retired prior to January 1, 2020. Amounts related to the defined benefit retirements plan and other postretirement plans recognized in the Company’s consolidated financial statements are determined on an actuarial basis.
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Notes to Consolidated Financial Statements — (Continued)
Reconciliations of the beginning and ending balances for the projected benefit obligation, the fair value of plan assets and the funded status are included below.
Pension Postretirement
(In millions) 2025 2024 2025 2024
Change in Projected Benefit Obligation:
Projected benefit obligation, beginning of year
$ 27.7 $ 30.1 $ 19.6 $ 20.2
Interest cost 1.5 1.5 1.0 1.0
Actuarial loss (gain)
1.8 ( 0.4 ) 0.3 ( 0.9 )
Benefits paid ( 3.1 ) ( 3.5 ) ( 1.6 ) ( 1.6 )
Curtailments — — 0.1 0.9
Projected benefit obligation, end of year
$ 27.9 $ 27.7 $ 19.4 $ 19.6
Accumulated benefit obligation, end of year
$ 27.9 $ 27.7 $ 19.4 $ 19.6
Reconciliation of Funded Status:
Projected benefit obligation $ ( 27.9 ) $ ( 27.7 ) $ ( 19.4 ) $ ( 19.6 )
Fair value of plan assets — — — —
Funded status ( 27.9 ) ( 27.7 ) ( 19.4 ) ( 19.6 )
Unrecognized prior service credit
— — — ( 0.2 )
Unrecognized net loss (earnings) 5.7 4.1 ( 2.1 ) ( 2.5 )
Net amount $ ( 22.2 ) $ ( 23.6 ) $ ( 21.5 ) $ ( 22.3 )
Funded Status recorded on the Consolidated Balance Sheets:
Accrued liabilities $ ( 2.8 ) $ ( 2.8 ) $ ( 1.5 ) $ ( 1.6 )
Other liabilities ( 25.1 ) ( 24.9 ) ( 17.9 ) ( 18.0 )
Accumulated other comprehensive loss
5.7 4.1 ( 2.1 ) ( 2.7 )
Net amount $ ( 22.2 ) $ ( 23.6 ) $ ( 21.5 ) $ ( 22.3 )
Assumptions used to determine the year-end pension and postretirement benefit obligations are as follows:
2025 2024
Pension:
Discount rate
5.24 % 5.67 %
Mortality table PriH-2012/Scale MP - 2021 PriH-2012/Scale MP - 2021
Postretirement:
Discount rate 5.42 % 5.74 %
Health care cost trend rate assumed for next year 7.50 % 7.00 %
Rate to which the cost trend rate is assumed to decline (ultimate trend rate) 5.00 % 5.00 %
Year that the rate reaches the ultimate trend rate
2036 2033
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Notes to Consolidated Financial Statements — (Continued)
The following presents detail of the components of the net periodic benefit cost:
(In millions) 2025 2024 2023
Pension:
Interest cost $ 1.5 $ 1.5 $ 1.6
Amortization of actuarial loss 0.1 0.1 —
Net periodic benefit cost $ 1.6 $ 1.6 $ 1.6
Postretirement:
Interest cost $ 1.0 $ 1.0 $ 1.1
Amortization of service credit ( 0.2 ) ( 0.2 ) ( 0.3 )
Amortization of actuarial gain
— ( 0.1 ) ( 0.2 )
Curtailment/settlement gain
— ( 0.2 ) —
Net periodic benefit cost $ 0.8 $ 0.5 $ 0.6
Assumptions used to determine net periodic benefit cost of the pension plans and postretirement plan is as follows:
2025 2024 2023
Pension:
Discount rate 5.67 % 5.43 % 5.61 %
Postretirement:
Discount rate 5.74 % 5.41 % 5.58 %
Health care cost trend rate assumed for next year 7.00 % 6.75 % 7.00 %
Ultimate trend rate
5.00 % 5.00 % 5.00 %
Year that the rate reaches the ultimate trend rate 2033 2031 2031
During fiscal 2026, the Company expects to make contributions of $ 2.9 million and $ 1.6 million for the defined benefit pension plans and post-retirement plans, respectively, primarily to fund benefit payments. Expected benefit payments under the defined benefit pension plans and the postretirement benefit plans for the next five years subsequent to 2025 and in the aggregate for the following five years are as follows:
(In millions) Pension Postretirement
2026 $ 2.9 $ 1.6
2027 $ 2.8 $ 1.6
2028 $ 2.7 $ 1.5
2029 $ 2.6 $ 1.5
2030 $ 2.5 $ 1.5
2031 through 2035 $ 11.1 $ 6.7
International Plans
Pension coverage for employees of the Company’s international subsidiaries is provided, to the extent deemed appropriate, through separate defined benefit and defined contribution plans. As of December 28, 2025 and December 29, 2024, the defined benefit plans had total projected benefit obligations of $ 79.2 million and $ 79.2 million, respectively, and fair values of plan assets of $ 73.9 million and $ 71.6 million, respectively. Substantially all of the plan assets are invested in equity and fixed income securities. The pension expense related to these plans was $ 2.2 million, $ 0.8 million and $ 1.3 million in 2025, 2024 and 2023, respectively. In fiscal year 2025, the Company expects an immaterial amount of unrecognized net losses, amortization of prior service costs and unrecognized transition obligation to be included as a component of net periodic benefit cost.
Expected benefit payments under the international defined benefit pension plans for the five years subsequent to 2025 and in the aggregate for the five years thereafter are as follows: 2026: $ 3.1 million; 2027: $ 3.3 million; 2028: $ 4.0 million; 2029: $ 3.7 million; 2030: $ 3.9 million; and 2031 through 2035: $ 22.4 million.
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Notes to Consolidated Financial Statements — (Continued)
Post-employment Benefits
The Company also has several plans covering certain groups of employees, which may provide benefits to such employees following their period of active employment but prior to their retirement. These plans include certain severance plans which provide benefits to employees involuntarily terminated and certain plans which continue the Company’s health and life insurance contributions for employees who have left the Company under terms of its long-term disability plan.
Defined Contribution Plans
The Company maintains defined contribution savings plans for the benefit of its eligible employees. The expense recognized for these plans was $ 42.8 million, $ 39.5 million, and $ 40.9 million in 2025, 2024 and 2023, respectively.
(18) Leases
The Company has operating lease agreements for offices and certain types of equipment and vehicles. The operating leases have remaining terms of 1 to 13 years, some of which include options to extend lease terms or options to terminate current lease terms at certain times, subject to notification requirements set out in the lease agreement. Payments under certain of the lease agreements may be subject to adjustment based on a consumer price index or other inflationary indices. Any adjustments to these payments based on the related indices is recorded to expense as incurred.
The Company has elected the short-term lease practical expedient in accordance with ASC Topic 842 , Leases (ASC Topic 842) that allows entities to recognize lease payments on a straight-line basis over the lease term for leases with a term of 12 months or less. Lease expense recognized for such leases was $ 0.4 million, $ 0.5 million, and $ 0.6 million for the years ended 2025, 2024 and 2023, respectively. Real estate taxes, insurance and maintenance expenses are generally obligations of the Company. The Company capitalizes non-lease components for equipment leases, but expenses non-lease components as incurred for real estate, which amounted to $ 8.6 million, $ 8.2 million, and $ 11.3 million in 2025, 2024 and 2023, respectively.
Operating lease costs for capitalized leases amounted to $ 32.8 million, $ 35.4 million and $ 44.2 million for each of the years ended 2025, 2024 and 2023, respectively. During 2025, 2024 and 2023, rent expense for arrangements that do not qualify as leases under ASC Topic 842 amounted to $ 28.2 million, $ 26.4 million, and $ 33.4 million, respectively. The Company has a de minimis amount of finance leases.
All leases expire prior to 2038. Operating leases often contain renewal options. In those locations in which the Company continues to operate, management expects that, in the normal course of business, leases that expire will be renewed or replaced by leases on other properties.
As of December 28, 2025, the Company has entered into significant new leases that have not yet commenced with estimated aggregated future lease payments within the initial lease terms of approximately $ 200.3 million. These leases are expected to commence during 2026, with initial lease terms ranging from 10 years to 12 years.
Information related to the Company's operating leases are as follows:
(In millions) 2025 2024 2023
Cash outflows for amounts included in the measurement of lease liabilities
$ 37.9 $ 40.0 $ 48.6
Right-of-use assets obtained in exchange for lease obligations, net of modifications
$ 12.7 $ 31.7 $ 87.8
Weighted average remaining lease term
7.4 years 7.6 years 7.1 years
Weighted average discount rate
4.0 % 4.0 % 3.8 %
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Notes to Consolidated Financial Statements — (Continued)
The following is a reconciliation of future undiscounted cash flows to the operating liabilities, and the related right-of-use assets, included in our Consolidated Balance Sheets as of December 28, 2025:
(In millions) 2025
2026 $ 36.4
2027 27.4
2028 23.0
2029 10.1
2030 7.3
Thereafter 49.2
Total future lease payments 153.4
Present value discount 22.0
Present value of future operating lease payments 131.4
Less current portion of operating lease liabilities (1)
30.6
Non-current operating lease liability (2)
$ 100.8
Operating lease right-of-use assets, net (3)
$ 105.6
(1) Included in Accrued liabilities on the Consolidated Balance Sheets
(2) Included in Other liabilities on the Consolidated Balance Sheets
(3) Included in Property, plant and equipment on the Consolidated Balance Sheets
(19) Derivative Financial Instruments
The Company uses foreign currency forward and option contracts to mitigate the impact of currency rate fluctuations on firmly committed and projected future foreign currency transactions. These over-the-counter contracts, which hedge future currency requirements related to purchases of inventory, product sales, and other cross-border transactions not denominated in the functional currency of the business unit, are primarily denominated in United States, Canadian and Hong Kong dollars as well as Euros and British pound sterling.
All contracts are entered into with a number of counterparties, all of which are major financial institutions. The Company believes that a default by a single counterparty would not have a material adverse effect on the financial condition of the Company. Hasbro does not enter into derivative financial instruments for speculative purposes. Cash flow activity associated with the Company's derivative financial instruments is recorded within cash flows from operating activities on the Consolidated Statement of Cash Flows.
Cash Flow Hedges
All of the Company’s designated foreign currency forward contracts are considered to be cash flow hedges. These instruments hedge a portion of the Company’s currency requirements associated with anticipated inventory purchases, product sales and other cross-border transactions.
As of December 28, 2025 and December 29, 2024, the notional amounts and fair values of the Company’s foreign currency forward and option contracts designated as cash flow hedging instruments were as follows:
2025 2024
(In millions) Notional
Amount Fair
Value Notional
Amount Fair
Value
Inventory purchases $ 199.9 $ ( 9.5 ) $ 131.5 $ 8.0
Sales 76.0 3.1 86.0 ( 1.4 )
Other 35.4 ( 0.7 ) 22.8 0.9
Total $ 311.3 $ ( 7.1 ) $ 240.3 $ 7.5
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Notes to Consolidated Financial Statements — (Continued)
Undesignated Hedges
The Company also enters into foreign currency forward contracts to minimize the impact of changes in the fair value of intercompany loans due to foreign currency changes. The Company does not use hedge accounting for these contracts as changes in the fair values of these contracts are substantially offset by changes in the fair value of the intercompany loans. As of December 28, 2025 and December 29, 2024, the total notional amounts of the Company’s undesignated derivative financial instruments were $ 191.5 million and $ 289.6 million, respectively.
Fair Value Measurement
The Company has a master agreement with each of its counterparties that allows for the netting of outstanding forward contracts. The fair values of the Company’s foreign currency forward contracts are recorded in the Consolidated Balance Sheets as follows:
Designated Hedges Undesignated Hedges
(In millions) 2025 2024 2025 2024
Prepaid expenses and other current assets:
Unrealized gains $ 1.4 $ 9.1 $ 0.6 $ 1.9
Unrealized losses ( 0.7 ) ( 1.1 ) ( 0.2 ) ( 0.2 )
Net unrealized gains $ 0.7 $ 8.0 $ 0.4 $ 1.7
Other assets:
Unrealized gains $ 1.2 $ — $ — $ —
Unrealized losses ( 0.3 ) — — —
Net unrealized gains $ 0.9 $ — $ — $ —
Accrued liabilities:
Unrealized gains $ 1.5 $ 0.5 $ — $ —
Unrealized losses ( 9.5 ) ( 1.0 ) — ( 1.2 )
Net unrealized losses $ ( 8.0 ) $ ( 0.5 ) $ — $ ( 1.2 )
Other liabilities:
Unrealized gains $ — $ — $ — $ —
Unrealized losses ( 0.7 ) — — —
Net unrealized losses $ ( 0.7 ) $ — $ — $ —
Net gains (losses) on cash flow hedging activities have been reclassified from other comprehensive earnings (loss), net of tax, to net earnings as follows:
(In millions) 2025 2024 2023
Consolidated Statements of Operations Classification:
Cost of sales $ ( 0.4 ) $ 2.1 $ ( 1.1 )
Sales 1.1 ( 2.0 ) 0.2
Royalties and other ( 0.5 ) 0.2 ( 2.2 )
Net realized gains (losses) $ 0.2 $ 0.3 $ ( 3.1 )
In addition, the Company recorded net losses of $ 14.4 million and $ 3.3 million, and net gains of $ 23.4 million, on its undesignated derivative financial instruments for 2025, 2024 and 2023, respectively, relating to the change in fair value of such derivative financial instruments, substantially offsetting gains and losses from the change in fair value of intercompany loans to which the contracts relate. Such amounts are recorded within Other (income) expense, net within the Consolidated Statements of Operations.
For additional information related to the Company’s derivative financial instruments refer to Note 5, Other Comprehensive Earnings (Loss), and Note 15, Fair Value of Financial Instruments .
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Notes to Consolidated Financial Statements — (Continued)
(20) Restructuring Actions
Starting in 2022, the Company implemented its Operational Excellence program ("the Program"), an ongoing enterprise-wide initiative intended to improve our business through programs that include targeted cost-savings, supply chain transformation and certain other restructuring actions designed to drive growth and enhance shareholder value. The Company's organizational structure changes have resulted and will further result in workforce reductions as well as the reallocation of people and resources. The Company currently anticipates that these changes will be substantially complete over the next three to six months .
Charges related to the Program were recorded in Selling, distribution and administration expense within Corporate and Other. Going forward, the Company may implement further cost-saving initiatives under the Program that could result in additional restructuring charges including severance and other employee charges.
The liability balance associated with Program related restructuring actions consisted of severance payments recorded within Accrued liabilities in the Consolidated Balance Sheets as follows:
(In millions) 2025 2024
Balance, beginning of year
$ 46.9 $ 81.2
Charges 9.0 22.2
Payments ( 36.6 ) ( 56.5 )
Balance, end of year
$ 19.3 $ 46.9
Total restructuring charges incurred to date under the Program as of December 28, 2025 equal $ 163.5 million .
(21) Commitments and Contingencies
The Company enters into license agreements with strategic partners, inventors, designers and others for the use of intellectual properties in its products. Certain of these agreements require the Company to pay fixed and determinable royalty amounts or nonrefundable licensing fees, regardless of future sales or performance. Under terms of existing agreements as of December 28, 2025, the Company is unconditionally obligated to make the following payments, net of amounts previously paid and recorded as prepaid royalties: 2026: $ 90.4 million; 2027: $ 112.0 million; 2028: $ 111.1 million; 2029: $ 110.7 million; 2030: $ 102.0 million; and thereafter: $ 100.8 million. Certain licensing agreements also include contingent minimum guarantees or performance-based payments that become payable only upon the occurrence of specified future events. Such contingent amounts are not included in the amounts above. As of December 28, 2025, the Company had $ 30.7 million of prepaid royalties, all of which are included in Prepaid expenses and other current assets.
Interest payment obligations on the Company's fixed-rate long-term debt are as follows: 2026: $ 153.9 million; 2027: $ 136.3 million; 2028: $ 119.7 million; 2029: $ 112.4 million; 2030: $ 77.3 million; and thereafter: $ 614.1 million. Refer to Note 12, Long-Term Debt and Other Financing, for additional information on the Company's long-term debt.
As of December 28, 2025, the Company estimates payments related to inventory and tooling purchase commitments may total approximately $ 111.6 million, excluding those already accrued in the Consolidated Balance Sheets.
The Company monitors for any estimated environmental contingencies related to its current physical locations and former owned or leased facilities which it is responsible for environmental matters. The Company has estimated a $ 30.5 million environmental liability related to a previously owned manufacturing facility (environmental liability assumed as part of a historical acquisition) in which the Company is solely responsible for the mitigation and remediation activities.
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Notes to Consolidated Financial Statements — (Continued)
Legal and Other Claims
Hasbro is party to certain legal proceedings, as well as certain asserted and unasserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements.
The Company from time to time may be subject to lawsuits and other claims related to product, commercial, employee, environmental and other matters in the normal course of business. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The Company accrues for matters when losses are both probable and estimable. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter.
(22) Segment Reporting
The Company's reportable segments are strategic business units that offer different products and services. They are managed separately because the business requires different technology and marketing strategies. The Company's reportable segments are as follows:
• The Wizards of the Coast and Digital Gaming business engages in the promotion of the Company's brands through the development of trading card, role-playing and digital game experiences based on Hasbro and Wizards of the Coast games. Additionally, we license certain of our brands to other third-party digital game developers who transform Hasbro brand-based characters and other intellectual properties, into digital gaming experiences.
• The Consumer Products segment engages in the sourcing, marketing and sales of toy and game products around the world. The Consumer Products business also promotes the Company's brands through the out-licensing of our trademarks, characters and other brand and intellectual property rights to third parties, through the sale of branded consumer products such as toys and apparel. Additionally, through license agreements with third parties, we develop and sell products based on popular third-party brands.
• The Entertainment segment engages in the development and production of Hasbro-branded entertainment content including film, television, children’s programming, digital content and live entertainment focused on Hasbro-owned properties.
Corporate and Other, which does not meet the criteria to be an operating segment, provides management and administrative services to the Company's principal reporting segments described above and consists of unallocated corporate expenses and administrative costs and activities not considered when evaluating segment performance as well as certain assets benefiting more than one segment.
Segment performance is measured at the operating profit level. Intersegment sales and transfers are reflected in management reports at amounts approximating cost. Certain shared costs, including global development and marketing expenses and corporate administration, are allocated to segments based upon expenses and foreign exchange rates fixed at the beginning of the year, with adjustments to actual expenses and foreign exchange rates included in Corporate and Other. The accounting policies of the segments are the same as those referenced in Note
1, Summary of Significant Accounting Policies.
The chief operating decision maker ("CODM"), the Company's Chief Executive Officer, primarily uses the segments' operating profit or loss to allocate resources for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis when making decision about allocating resources to the segments. Results shown for fiscal years 2025, 2024 and 2023 are not necessarily those which would be achieved if each segment was an unaffiliated business enterprise. We do not present a measure of total assets for our reportable segments as this information is not used by the CODM to allocate resources and assess performance.
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Notes to Consolidated Financial Statements — (Continued)
Information by segment and a reconciliation to reported amounts are as follows for fiscal year 2025:
(In millions) Wizards of the Coast and Digital Gaming Consumer Products Entertainment Corporate and Other Total
Revenues $ 2,405.7 $ 2,650.4 $ 125.4 $ 184.4 $ 5,365.9
Less: Intersegment revenue 218.8 212.8 48.6 184.4 664.6
Total net revenues 2,186.9 2,437.6 76.8 — 4,701.3
Cost of sales
370.9 917.2 6.6 1.5 1,296.2
Program cost amortization — — 35.8 — 35.8
Royalties 116.2 288.9 ( 42.3 ) 6.1 368.9
Advertising 124.0 193.0 0.7 ( 0.8 ) 316.9
Amortization of intangible assets 8.5 39.6 18.3 ( 0.4 ) 66.0
Distribution (1)
44.2 163.2 — 0.5 207.9
Managed expense (2)
516.3 1,778.3 57.3 46.6 2,398.5
Operating profit (loss)
$ 1,006.8 $ ( 942.6 ) $ 0.4 $ ( 53.5 ) $ 11.1
Reconciliation to Loss before income taxes:
Interest expense 163.4
Interest income ( 28.6 )
Other (income) expense, net
( 21.7 )
Loss before income taxes
$ ( 102.0 )
(1) Distribution expenses consist of shipping and warehousing expense and is included in Selling, distribution and administration in the Consolidated Statement of Operations.
(2) Managed expenses consist of product development, selling and administrative expense, impairment of goodwill, and loss on disposal of business. Product development is included in Product Development in the Consolidated Statement of Operations. Selling and administrative expense is included in Selling, distribution and administration in the Consolidated Statement of Operations. Impairment of goodwill is included in the Impairment of goodwill in the Consolidated Statement of Operations. Loss on disposal of business is included in Loss on disposal of business in the Consolidated Statement of Operations. Managed expenses for the Consumer Products segment included a $ 1,021.9 million non-cash loss associated with the impairment of the reporting units within the Consumer Products segment. Refer to Note 8, Goodwill and Intangible Assets, for further information. Managed expenses for the Entertainment segment included a $ 25.0 million non-cash loss associated with the sale of the eOne Film and TV business.
Information by segment and a reconciliation to reported amounts are follows for fiscal year 2024:
(In millions) Wizards of the Coast and Digital Gaming Consumer Products Entertainment Corporate and Other Total
Revenues $ 1,666.0 $ 2,786.1 $ 132.6 $ 161.2 $ 4,745.9
Less: Intersegment revenue 154.7 242.2 52.3 161.2 610.4
Total net revenues 1,511.3 2,543.9 80.3 — 4,135.5
Cost of sales (1)
269.9 931.2 5.8 ( 27.4 ) 1,179.5
Program cost amortization — — 49.3 — 49.3
Royalties 42.3 297.3 ( 58.5 ) 3.1 284.2
Advertising 95.2 223.3 1.0 — 319.5
Amortization of intangible assets 8.2 44.5 15.3 0.3 68.3
Distribution (2)
31.4 165.7 — 2.1 199.2
Managed expense (1) (3)
432.3 766.6 69.0 77.6 1,345.5
Operating profit (loss) $ 632.0 $ 115.3 $ ( 1.6 ) $ ( 55.7 ) $ 690.0
Reconciliation to Earnings before income taxes:
Interest expense 171.2
Interest income ( 47.3 )
Other expense (income), net
69.1
Earnings before income taxes $ 497.0
(1) During the year ended December 29, 2024, the Company recorded three non-recurring prior year adjustments: (i) a $ 31.1 million expense related to historical environmental liabilities that was recorded in managed expense, (ii) a $ 26.7 million benefit related to over-accrual of vendor commitment liabilities that was recorded in Cost of sales, and (iii) an $ 18.1 million benefit related to the reversal of stock compensation expense for the Company's performance stock awards that was recorded in managed expense within Corporate and Other. Refer to Note 1, Summary of Significant Accounting Policies, for further information. Items (i) and (ii) originally related to the Consumer Products segment; however, because the non-recurring nature of these adjustments are related to historical periods and not associated with the ongoing future
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HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
operations of the Consumer Products segment, the Company recorded the error corrections within Corporate and Other.
(2) Distribution expenses consist of shipping and warehousing expense and is included in Selling, distribution and administration in the Consolidated Statement of Operations.
(3) Managed expenses consist of product development, selling and administrative expense, and loss on disposal of business. Product development is included in Product Development in the Consolidated Statement of Operations. Selling and administrative expense is included in Selling, distribution and administration in the Consolidated Statement of Operations. Loss on disposal of business is included in Loss on disposal of business in the Consolidated Statement of Operations. Managed expenses for the Entertainment segment included a $ 37.4 million loss associated with the sale of the eOne Film and TV business.
Information by segment and a reconciliation to reported amounts are as follows for fiscal year 2023:
(In millions) Wizards of the Coast and Digital Gaming Consumer Products Entertainment Corporate and Other Total
Revenues $ 1,641.2 $ 3,171.1 $ 711.1 $ 187.2 $ 5,710.6
Less: Intersegment revenue 183.6 284.7 51.8 187.2 707.3
Total net revenues 1,457.6 2,886.4 659.3 — 5,003.3
Cost of sales 321.9 1,371.0 12.0 1.1 1,706.0
Program cost amortization 3.5 — 445.4 — 448.9
Royalties 57.4 315.0 55.8 0.1 428.3
Advertising 92.6 227.8 36.3 1.7 358.4
Amortization of intangible assets 7.7 53.3 21.4 0.6 83.0
Distribution (1)
28.2 197.2 — 0.2 225.6
Managed expense (2)
420.6 786.8 1,999.9 84.6 3,291.9
Operating profit (loss)
$ 525.7 $ ( 64.7 ) $ ( 1,911.5 ) $ ( 88.3 ) $ ( 1,538.8 )
Reconciliation to Loss before income taxes:
Interest expense 186.3
Interest income ( 23.0 )
Other expense (income), net
7.0
Loss before income taxes $ ( 1,709.1 )
(1) Distribution expenses consist of shipping and warehousing expense and is included in Selling, distribution and administration in the Consolidated Statement of Operations.
(2) Managed expenses consist of product development, selling and administrative expense, impairment of goodwill, and loss on disposal of business. Product development is included in Product Development in the Consolidated Statement of Operations. Selling and administrative expense is included in Selling, distribution and administration in the Consolidated Statement of Operations. Impairment of goodwill is included in the Impairment of goodwill in the Consolidated Statement of Operations. Loss on disposal of business is included in Loss on disposal of business in the Consolidated Statement of Operations. Managed expenses for the Entertainment segment included a $ 1,191.2 million non-cash loss associated with the impairment of the Family Brands and Film and TV reporting units and a $ 539.0 million non-cash loss associated with the sale of the eOne Film and TV business.
Other supplemental information by segment is as follows:
(In millions) 2025 2024 2023
Depreciation and intangible asset amortization: (1)
Wizards of the Coast and Digital Gaming $ 17.6 $ 17.6 $ 27.8
Consumer Products 92.7 105.1 130.0
Entertainment 19.8 16.7 28.5
Corporate and Other 5.4 23.6 24.4
Total $ 135.5 $ 163.0 $ 210.7
Additions to property, plant and equipment:
Wizards of the Coast and Digital Gaming $ 12.9 $ 21.8 $ 48.7
Consumer Products 45.2 50.6 60.0
Entertainment 0.1 0.1 0.4
Corporate and Other 5.1 14.7 26.4
Total $ 63.3 $ 87.2 $ 135.5
(1) The amounts of depreciation disclosed by reportable segments are included within Cost of sales and Selling, distribution and administration. Intangible asset amortization is included within Amortization of intangible assets.
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HASBRO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — (Continued)
Information as to Hasbro’s operations in different geographical areas is presented below on the basis the Company uses to manage its business. Net revenues are categorized based on the location of the customer, while long-lived assets are categorized based on their location. Principal international markets include Europe, Canada, Mexico and Latin America, Australia, China and Hong Kong.
Net revenue to external customers by geographic area were as follows:
(In millions) 2025 2024 2023
United States $ 2,806.1 $ 2,599.8 $ 3,010.1
International 1,895.2 1,535.7 1,993.2
Total
$ 4,701.3 $ 4,135.5 $ 5,003.3
Long-lived assets, which represent property, plant and equipment, by geographic area were as follows:
(In millions) 2025 2024
United States $ 136.1 $ 185.9
International 111.7 116.7
Total
$ 247.8 $ 302.6
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 28, 2025. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act. Hasbro’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Hasbro’s management assessed the effectiveness of its internal control over financial reporting as of December 28, 2025. In making its assessment, Hasbro’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control-Integrated Framework (2013)”. Based on this assessment, Hasbro’s management concluded that, as of December 28, 2025, its internal control over financial reporting is effective based on those criteria. Hasbro’s independent registered public accounting firm has issued an audit report on internal control over financial reporting, which is included herein.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Hasbro, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Hasbro, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 28, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2025 and December 29, 2024, the related consolidated statements of operations, comprehensive earnings (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 28, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 25, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Providence, Rhode Island
February 25, 2026
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Changes in Internal Controls
There were no changes in the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended December 28, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
Item 9B. Other Information.
Trading Plans
During the period ended December 28, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) and (c) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Certain of the information required by this item is contained under the captions “Election of Directors”, “Governance of the Company” and, if applicable, under “Delinquent Section 16(a) Reports” in the Company’s definitive proxy statement for the 2026 Annual Meeting of Shareholders and is incorporated herein by reference.
The information required by this item with respect to executive officers of the Company is included in Part I, Item 1 . Business, of this Form 10-K under the caption “Our Executive Officers” and is incorporated herein by reference.
The information related to our insider trading policies and procedures applicable to directors, officers and employees, and to the Company itself is contained under the heading “Insider Trading Policy” in the Company’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders and is incorporated herein by reference. A copy of the Company's Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.
The Company has a Code of Conduct, which is applicable to all of the Company’s employees, officers and directors, including the Company’s Chief Executive Officer, Chief Financial Officer and Controller. A copy of the Code of Conduct is available on the Company’s website under the Corporate, Investors, Corporate Governance tabs. The Company’s investor website address is http://hasbro.gcs-web.com. Although the Company does not generally intend to provide waivers of or amendments to the Code of Conduct for its Chief Executive Officer, Chief Financial Officer, Controller, or other officers 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 officers or directors of the Company, will be promptly disclosed on the Company’s website in the location where the Code of Conduct is posted.
The Company has also posted on its website, in the Corporate Governance location referred to above, copies of its Corporate Governance Principles and of the charters for its (i) Audit Committee, (ii) Compensation and Talent Committee, (iii) Finance and Capital Allocation Committee, and (iv) Nominating, Governance and Social Responsibility Committee.
In addition to being accessible on the Company’s website, copies of the Company’s Code of Conduct, Corporate Governance Principles, and charters for the Company’s Board Committees, are all available free of charge upon request to the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary, Tarrant Sibley, at 1027 Newport Avenue, P.O. Box 1059, Pawtucket, R.I. 02861-1059.
Item 11. Executive Compensation.
The information required by this item is contained under the captions “Compensation of Directors”, “Executive Compensation”, “Compensation and Talent Committee Report”, “Compensation Discussion and Analysis” and “Compensation Committee Interlocks and Insider Participation” in the Company’s definitive proxy statement for the 2026 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is contained under the captions “Voting Securities and Principal Holders Thereof”, “Security Ownership of Management” and “Equity Compensation Plans” in the Company’s definitive proxy statement for the 2026 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is contained under the captions “Governance of the Company” and “Certain Relationships and Related Party Transactions” in the Company’s definitive proxy statement for the 2026 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
Our independent registered public accounting firm is KPMG LLP, Providence, RI, Auditor ID: 185 .
The information required by this item is contained under the caption “Additional Information Regarding Independent Registered Public Accounting Firm” in the Company’s definitive proxy statement for the 2026 Annual Meeting of Shareholders and is incorporated herein by reference.
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PART IV
Item 15. Exhibits, and Financial Statement Schedules.
(a) The following documents are filed as part of this Form 10-K:
(1) Financial Statements under Item 8. Consolidated Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
49
Consolidated Balance Sheets at December 28, 2025 and December 29, 2024
52
Consolidated Statements of Operations for the Three Fiscal Years Ended in December 2025, 2024 and 2023
53
Consolidated Statements of Comprehensive Earnings (Loss) for the Three Fiscal Years Ended in December 2025, 2024 and 2023
54
Consolidated Statements of Cash Flows for the Three Fiscal Years Ended in December 2025, 2024 and 2023
55
Consolidated Statements of Shareholders’ Equity for the Three Fiscal Years Ended in December 2025, 2024 and 2023
56
Notes to Consolidated Financial Statements
56
(2) Exhibits
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INDEX TO EXHIBITS
Exhibit No. Description
2. Plan of Acquisition
(a) Equity Purchase Agreement, dated as of August 3, 2023, by and among Hasbro, Inc., Lions Gate Entertainment Corp., Lions Gate Entertainment Inc. and Lions Gate International Motion Pictures S.à.r.l. (Incorporated by reference to Exhibit 2.01 to the Company’s Current Report on Form 8-K filed August 7, 2023, File No. 1-6682.)
3. Articles of Incorporation and Bylaws
(a) Restated Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)
(b) Amendment to Articles of Incorporation, dated June 28, 2000. (Incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)
(c) Amendment to Articles of Incorporation, dated May 19, 2003. (Incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 29, 2003, File No. 1-6682.)
(d) Second Amended and Restated Bylaws of the Company. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 30, 2022, File No. 1-6682.)
(e) Certificate of Designations of Series C Junior Participating Preference Stock of Hasbro, Inc. dated June 29, 1999. (Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)
(f) Certificate of Vote(s) authorizing a decrease of class or series of any class of shares. (Incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)
4. Instruments defining the rights of security holders, including indentures.
(a) Indenture, dated as of July 17, 1998, by and between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to Citibank, N.A. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 14, 1998, File No. 1-6682.)
(b) Indenture, dated as of March 15, 2000, by and between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4(b)(i) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 26, 1999, File No. 1-6682.)
(c) First Supplemental Indenture, dated as of September 17, 2007, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 17, 2007, File No. 1-6682.)
(d) Second Supplemental Indenture, dated as of May 13, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 13, 2009, File No. 1-6682.)
(e) Third Supplemental Indenture, dated as of March 11, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 11, 2010, File No. 1-6682.)
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Exhibit No. Description
(f) Fourth Supplemental Indenture, dated as of May 13, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 13, 2014, File No. 1-6682.)
(g) Fifth Supplemental Indenture, dated September 13, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A. as successor Trustee to the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 13, 2017, File No. 1-6682.)
(h) Sixth Supplemental Indenture dated as of November 19, 2019, among the Company and The Bank of New York Mellon Trust Company, N.A. and U.S. Bank, National Association, supplementing the Indenture dated as of March 15, 2000. (Incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed November 19, 2019, File No. 1-6682.)
(i) Seventh Supplemental Indenture dated as of May 14, 2024, among the Company and The Bank of New York Mellon Trust Company, N.A. and U.S. Bank, National Association, supplementing the Indenture dated as of March 15, 2000. (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed May 14, 2024, File No. 1-6682.)
(j) Description of the Company’s Common Stock, $0.50 par value per share, registered pursuant to Section 12 of the Exchange Act. (Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 29, 2019, File No. 1-6682.)
10. Material Contracts
(a)
Third Amended and Restated Revolving Credit Agreement, dated September 5, 2023, by and among Hasbro, Inc., Hasbro SA, Bank of America, N.A., and the other financial institutions party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 6, 2023, File No. 1-6682.)
(b)
F ourth Amended and R estated Revolving Credit Agreement, date d February 20, 2026, by and amo ng Hasbro, Inc. , Bank of A merica , N.A. , and cer tain other L/C issuers party t her eto (Incorporated by reference to Exhibit 10.1 to the Com pany's Current Report on Form 8-K filed February 20, 2026, File No. 1-6682.)
(c)
Form of Commercial Paper Deal Agreement. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 28, 2011, File No. 1-6682.)
(d)
Form of Issuing and Paying Agent Agreement. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 28, 2011, File No. 1-6682.)
(e)
Term Loan Agreement dated as of September 20, 2019, by and among Hasbro, Inc., Bank of America, N.A., and the other financial institutions party thereto. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 24, 2019, File No. 1-6682).
(f)
First Amendment to Term Loan Agreement, dated April 12, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed April 14, 2023, File No. 1-6682.)
(g)
Second Amendment to Term Loan Agreement, dated August 3, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 7, 2023, File No. 1-6682.)
Executive Compensation Plans and Arrangements
(h)
Form of Director’s Indemnification Agreement. (Incorporated by reference to Exhibit 10(jj) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 30, 2007, File No. 1-6682.)
(i)
Hasbro, Inc. Amended and Restated Deferred Compensation Plan for Non-Employee Directors. (Incorporated by reference to Exhibit 10(k) to the Company's Annual Report for the Fiscal Year Ended December 31, 2023, File No. 1-6682.)
(j)
Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Appendix D to the definitive proxy statement for its 2017 Annual Meeting of Shareholders, File No. 1-6682.)
(k)
First Amendment to Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Appendix C to the definitive proxy statement for the Company’s 2017 Annual Meeting of Shareholders, File No. 1-6682.)
(l)
Second Amendment to Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Appendix C to the definitive proxy statement for the Company’s 2020 Annual Meeting of Shareholders, File No. 1-6682.)
(m)
Third Amendment to Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Appendix C to the Company’s definitive proxy statement for its 2023 Annual Meeting of Shareholders, File No. 1-6682.)
(n)
Fourth Amendment to Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Appendix C to the Company’s definitive proxy statement for its 2024 Annual Meeting of Shareholders, File No. 1-6682. )
(o)
Form of 2023 Stock Option Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended April 2, 2023, File No. 1-6682.)
(p)
Form of 2024 Restricted Stock Unit Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024, File No. 1-6682.)
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Exhibit No. Description
(q)
Form of 2024 Contingent Stock Performance Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024, File No. 1-6682.)
(r)
Form of 202 5 Restricted Stock Unit Agreement under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan. (Incorporated by reference to Exhibit 10. 1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 30, 202 5 , File No. 1-6682.)
(s)
Form of 202 5 Contingent Stock Performance Award under the Hasbro, Inc. Restated 2003 Stock Incentive Performance Plan (Incorporated by reference to Exhibit 10. 2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 30 , 202 5 , File No. 1-6682.)
(t)
Hasbro, Inc. Amended and Restated Nonqualified Deferred Compensation Plan. (Incorporated by reference to Exhibit 10(aaa) to the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 28, 2008, File No. 1-6682.)
(u)
Hasbro, Inc. 2014 Senior Management Annual Performance Plan. (Incorporated by reference to Appendix F to the Company’s definitive proxy statement for its 2017 Annual Meeting of Shareholders, File No. 1-6682.)
(v)
First Amendment to Hasbro, Inc. 2014 Senior Management Annual Performance Plan. (Incorporated by reference to Appendix E to the Company’s definitive proxy statement for its 2017 Annual Meeting of Shareholders, File No. 1-6682.)
(w)
Hasbro, Inc. 202 5 Performance Rewards Program (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 29 , 202 5 , File No . 1-6682.)
(x)
Amended and Restated Employment Agreement with Chris Cocks, dated May 22, 2024 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2024, File No. 1-6682.)
(y)
First Amendment to the Amended and Restated Employment Agreement with Chris Cocks (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 28, 2025, File No 1-6682.)
(z)
Letter Agreement with Gina Goetter dated April 3, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended April 2, 2023. File No. 1-6682.)
(aa)
Letter Agreement with Tim Kilpin dated March 29, 2023 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended April 2, 2023. File No. 1-6682.)
(ab)
Hasbro, Inc. Change in Control Severance Plan for Designated Senior Executives, as amended. (Incorporated by reference to Exhibit 10(aa) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. File No. 1-6682.)
19. Insider Trading Policy (Incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 29, 2024, File No. 1-6682.)
21. Subsidiaries of the registrant.
23. Consent of KPMG LLP.
31.1 Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2 Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1* Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.
32.2* Certification of the Chief Financial Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.
97. Hasbro, Inc. Policy Relating to Recovery of Erroneously Awarded Compensation (Incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, File No. 1-6682).
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Labels Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
* Furnished herewith.
The Company agrees to furnish the Securities and Exchange Commission, upon request, a copy of each agreement with respect to long-term debt of the Company, the authorized principal amount of which does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
Item 16. Form 10-K Summary.
Not applicable.
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HASBRO, INC.
(Registrant)
By: /s/ Chris Cocks Date: February 25, 2026
Chris Cocks
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Chris Cocks Chief Executive Officer and Director
February 25, 2026
Chris Cocks
/s/ Gina Goetter
Chief Financial Officer and Chief Operating Officer (Duly Authorized Officer and
Principal Financial and Principal Accounting Officer) February 25, 2026
Gina Goetter
/s/ Richard S. Stoddart Chair of the Board of Directors February 25, 2026
Richard S. Stoddart
/s/ Doug Bowser
Director February 25, 2026
Doug Bowser
/s/ Hope F. Cochran Director February 25, 2026
Hope F. Cochran
/s/ Lisa Gersh Director February 25, 2026
Lisa Gersh
/s/ Frank D. Gibeau Director February 25, 2026
Frank D. Gibeau
/s/ Elizabeth Hamren Director February 25, 2026
Elizabeth Hamren
/s/ Darin S. Harris Director February 25, 2026
Darin S. Harris
/s/ Owen Mahoney Director February 25, 2026
Owen Mahoney
/s/ Laurel J. Richie Director February 25, 2026
Laurel J. Richie
/s/ Carla Vernón
Director February 25, 2026
Carla Vernón
/s/ Mary Beth West Director February 25, 2026
Mary Beth West
105