UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

June 8, 2015

MATTEL, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code

(310) 252-2000

N/A                                             

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01.     Entry into a Material Definitive Agreement.

On June 8, 2015, Mattel, Inc. (“Mattel”) entered into the Seventh Amended and Restated Credit Agreement (the “Credit Facility”), by and among Mattel, as borrower, Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, Wells Fargo Bank, N.A. and Citibank N.A., as Co-Syndication Agents, Mizuho Bank, Ltd., MUFG Union Bank, N.A., and Royal Bank of Canada, as Co-Documentation Agents, and the other financial institutions party thereto.

The Credit Facility amended and restated Mattel’s Sixth Amended and Restated Credit Agreement, dated as of March 11, 2013, to, among other things, (i) extend the maturity date of the Credit Facility to June 9, 2020, (ii) amend the definition of Consolidated EBITDA and (iii) amend the consolidated-debt to Consolidated EBITDA ratio that Mattel is required to maintain under the Credit Facility to be no greater than 3.50 to 1.

Many of the lenders party to the Credit Facility and their respective affiliates have various banking arrangements with Mattel in the ordinary course of business, for which they receive customary fees and expenses.

The foregoing summary of the Credit Facility is qualified in its entirety by reference to the actual text of such agreement, a copy of which is filed herewith as Exhibit 10.1.

Item 2.03.     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01.     Financial Statements and Exhibits.

(d)   Exhibits:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.