DEF 14A of Hasbro, Inc., Apr 17, 2026

DEF 14A of Hasbro, Inc.

Filed Apr 17, 2026 · FY20250001193125-26-160426

Open on EDGAR

  1. Tarrant Sibley

    | – CEO Pay Ratio | 54 | | – Pay Versus Performance | 55 | | – Compensation Committee Interlocks and Insider Participation | 58 | | Shareholder Advisory Vote on Compensation for Named Executive Officers (Proposal 2) | 59 | | Proposal to Ratify the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2026 Fiscal Year (Proposal 3) | 60 | | Report of the Audit Committee of the Board of Directors | 61 | | Additional Information Regarding Independent Registered Public Accounting Firm | 64 | | Voting Securities and Principal Holders | 66 | | Equity Compensation Plans | 68 | | Delinquent Section 16(a) Reports | 69 | | Certain Relationships and Related Person Transactions | 69 | | Questions and Answers About the Proxy Materials and the Annual Meeting | 70 | | Additional Information | 74 | | Appendix A — GAAP TO Non-GAAP Reconciliation | A-1 |

  2. Proposal 1 — Election of Directors

    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.

  3. Proposal 1 — Election of Directors

    | 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 | ✓ | | | | |

  4. Proposal 1 — Election of Directors

    | * Age and Committee memberships are as of April 17, 2026. Laurel Richie will become chair of Nominating, Governance and Social Responsibility effective at the Annual Meeting following the retirement of Mary Beth West. |

  5. Proposal 1 — Election of Directors

    | Chair: | Member: | Audit Committee Financial Expert: |

  6. Profile of the Board’s Nominees for Director

    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.

  7. Election of Board Nominees

    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:

  8. Election of Board Nominees

    | • | past and current employment, experience and overall qualifications; |

  9. Election of Board Nominees

    | • | skills, expertise and involvement in areas that are of importance to the Company’s business; |

  10. Election of Board Nominees

    | • | the Board’s and the Company’s strategic focus; |

  11. Election of Board Nominees

    | • | business ethics and professional reputation; |

  12. Election of Board Nominees

    | • | other board experiences; |

  13. Election of Board Nominees

    | • | business, financial and strategic judgment; and |

  14. Election of Board Nominees

    | • | the desire to have a well-balanced Board that represents a mix of backgrounds, perspectives and expertise and reflects our broad consumer and fan demographics. |

  15. Election of Board Nominees

    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.

  16. Election of Board Nominees

    | | Douglas Bowser Age: 64 Director Since: 2026 Committees: • Audit | | EXPERIENCE Douglas Bowser served as President and Chief Operating Officer of Nintendo of America Inc. from 2019 to December 2025, where he led operations across the Americas. Prior to that, Mr. Bowser had various executive roles at Nintendo, including from May 2015 to August 2016 as Vice President, Sales & Marketing. Prior to joining Nintendo in 2015, Mr. Bowser spent eight years at Electronic Arts, most recently as Vice President of Global Business Planning, and prior to that worked at Procter & Gamble for 23 years in various sales leadership roles in Asia, Latin America and the United States. | | | QUALIFICATIONS • Extensive experience in software and digital gaming businesses, including platform strategy, publishing, and global go-to-market execution. • Significant responsibility for large-scale commercial operations, financial planning and supply chain management in publicly traded companies, supporting Board oversight of performance and capital allocation. • Deep experience building and managing global consumer brands and entertainment franchises, aligned with Hasbro’s brand-led strategy. • Long-standing relationships across global retail channels and digital marketplaces, enhancing the Board’s perspective on distribution and consumer engagement. • Senior leadership experience across North America, Asia and Latin America, contributing a global perspective to the Board. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • None | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS • None | |

  17. Election of Board Nominees

    | | Hope F. Cochran Age: 54 Director Since: 2016 Committees: • Audit (Chair) • Finance and Capital Allocation | | EXPERIENCE Hope F. Cochran is a Venture Partner at Madrona Venture Group, a technology-focused venture capital group. Prior to joining Madrona in January 2017, Ms. Cochran was the Chief Financial Officer of King Digital Entertainment, the creator of Candy Crush and other successful mobile games, from 2013 to 2016, where she helped drive the company’s business and revenue growth, guided the Company’s IPO and successfully completed a $5.9 billion acquisition by Activision. From 2005 to 2013, Ms. Cochran was a financial executive at Clearwire, Inc., serving as Chief Financial Officer from 2011 to 2013. | | | QUALIFICATIONS • Extensive experience spanning more than 20 years as a senior financial executive in the digital gaming, technology, telecom and venture capital industries. • Deep knowledge of digital content, mobile gaming and technology business models, supporting the Board’s oversight of Hasbro’s digital gaming and direct-to-consumer strategy. • International business expertise in managing global teams, and talent in managing, growing and overseeing global businesses. • Substantial experience as a chief financial officer and overseeing financial and accounting issues for public companies. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • MongoDB, Inc. - Audit Committee Chair | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS • New Relic, Inc. | |

  18. Election of Board Nominees

    | | Christian P. Cocks Age: 52 Director Since: 2022 Committees: • None | | EXPERIENCE Chris Cocks has served as Chief Executive Officer of Hasbro since February 2022. Prior to that, he served as President and Chief Operating Officer of Wizards of the Coast and Digital Gaming since 2021 and prior to that served as President of Wizards of the Coast since 2016, when he joined Hasbro from Microsoft. During his 14 years at Microsoft, Mr. Cocks led a global sales and technical engagement team as Vice President, OEM Technical Sales and served in product management and marketing leadership positions at MSN and Xbox Games, where he worked on hit franchises like HALO and FABLE. | | | QUALIFICATIONS • Highly strategic leader with a deep understanding of brand building, fan engagement and omni-channel distribution across gaming, consumer products and entertainment. • As Chief Executive Officer, leads Hasbro’s “Playing to Win” strategy and enterprise transformation, providing the Board with insight into long-term strategy, portfolio management and capital allocation. • Extensive experience building and scaling global tabletop and digital gaming franchises, including leadership of Wizards of the Coast and Digital Gaming. • Track record of driving revenue growth and margin expansion, including leading Wizards of the Coast to exceed $1 billion in revenue and delivering record operating profit margins for Hasbro. • Experience overseeing development of successful digital and tabletop titles, including Baldur’s Gate 3 and Monopoly Go!, providing perspective on digital monetization and product lifecycle management. • Prior leadership roles at Microsoft across Xbox, MSN and OEM sales provide insight into platform ecosystems, partnerships and global technology markets. | | | OTHER CURRENT PUBLIC COMPANY BOARDS Molson Coors Beverage Company - Compensation and HR - Audit - Technology | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None | |

  19. Election of Board Nominees

    | | Lisa Gersh Age: 67 Director Since: 2010 Committees: • Compensation and Talent | | EXPERIENCE Lisa Gersh is an outside advisor to companies investing in the media space. She previously served as the Chief Executive Officer of Alexander Wang (a global fashion brand) from October 2017 to October 2018. Ms. Gersh served as the Chief Executive Officer of Goop, Inc. (a lifestyle publication curated by Gwyneth Paltrow) from 2014 to 2016, and President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc. (an integrated media and merchandising company) from 2012 to 2013. | | | QUALIFICATIONS • Extensive experience leading and advising companies across media, retail, publishing and entertainment industries, supporting the Board’s oversight of Hasbro’s brand portfolio and franchise strategy. • Served as Chief Executive Officer of Goop, Alexander Wang and Martha Stewart Living Omnimedia, providing significant leadership experience in strategic planning, operational execution and corporate governance. • Deep knowledge of television, digital media, publishing and merchandising businesses, enhancing the Board’s perspective on content development, brand monetization and licensing opportunities. • Track record of building and expanding global consumer-facing brands, providing insight into consumer engagement, omnichannel marketing and brand extension strategies. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Starz Entertainment Corp. - Nominating and Corporate Governance Committee Chair - Compensation and Talent Committee | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS • Establishment Labs Holdings Inc. • MoneyLion Inc. | |

  20. Election of Board Nominees

    | | Frank D. Gibeau Age: 57 Director Since: 2024 Committees: • Finance and Capital Allocation (Chair) | | EXPERIENCE Frank D. Gibeau has served as President of Zynga, Inc., a wholly-owned publishing and development label of Take-Two Interactive Software, Inc. since May 2022. He served as CEO of Zynga from 2016 to 2022, and is a mobile, PC, and console gaming industry expert with 30 years of experience in interactive entertainment. As Zynga’s CEO, Gibeau led the company’s turnaround and transition to rapid growth, in large part, due to optimizing live services and fortifying the company’s portfolio of popular franchises, including Toon Blast, Empires and Puzzles, CSR Racing, Words With Friends, and Zynga Poker. Prior to joining Zynga in 2016, Mr. Gibeau spent more than two decades at Electronic Arts where he held several influential business and product leadership roles. Most recently, he served as the Executive Vice President of EA Mobile, where he led strategy, product development, and publishing for the company’s fast-growing mobile games business. | | | QUALIFICATIONS • More than three decades of experience across mobile, PC and console gaming, providing deep insight into digital publishing, live service operations and franchise management. • Led Zynga’s operational turnaround and portfolio optimization, providing the Board with perspective on growth strategy, capital allocation and performance improvement. • Served as Chief Executive Officer of Zynga, contributing significant experience in corporate governance, finance, investor engagement and executive leadership in a publicly traded company. • Extensive background overseeing global game development, publishing and franchise expansion across multiple platforms. • Experience scaling digital platforms and live service businesses enhances the Board’s oversight of Hasbro’s digital gaming and direct-to-consumer strategy. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Yeti Holdings Inc. - Audit Committee - Compensation Committee | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS • Zynga, Inc. | |

  21. Election of Board Nominees

    | | Elizabeth Hamren Age: 54 Director Since: 2022 Committees: • Compensation | | EXPERIENCE Elizabeth Hamren has served as Chief Executive Officer of AllTrails, LLC, a technology platform provider for outdoor exploration, since September 2025. Prior to that, she served as Chief Executive Officer of Ring, Inc., an Amazon smart doorbell and home security company, from March 2023 to June 2025. Prior to that she served as Chief Operating Officer at Discord Inc., a voice, video and text communication service that enables people to gather virtually, including while gaming, from December 2021 to March 2023. Prior to joining Discord, Ms. Hamren served as a Corporate Vice President at Microsoft Corporation from March 2017 to December 2021 running product and engineering for Xbox consumer products, including developing and launching the Xbox Series X|S and leading Xbox Game Pass. Prior to that, from August 2015 to March 2017, she led Global Marketing and Sales for Oculus at Meta Platforms, Inc. (formerly Facebook, Inc.), where she launched the industry-defining Oculus Rift virtual reality headset. Ms. Hamren holds a BSE in Civil Engineering and Operations Research from Princeton University, and an M.B.A. from Harvard Business School. | | | QUALIFICATIONS • Extensive management experience at world-class companies, including leading digital companies. • Extensive background in engineering, product management, marketing and operations for subscription-based technology products and gaming companies. • Expert in consumer tech products, including leading product and engineering for Xbox hardware and the Xbox Game Pass subscription service prior to leading the overall Ring business including a 50 product portfolio and video monitoring subscription service. • Proven track record in leading companies to growth in user base, including direct experience launching and scaling some of the most popular consumer technology and subscription-based services in the world. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • LegalZoom.com, Inc. - Audit Committee - Compensation Committee | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None | |

  22. Election of Board Nominees

    | | Darin S. Harris Age: 57 Director Since: 2024 Committees: • Compensation and Talent (Chair) • Finance and Capital Allocation | | EXPERIENCE Darin S. Harris has served as Chief Executive Officer of Goddard Systems, LLC, which operates The Goddard School franchise system, since March 2025. Previously, he served as Chief Executive Officer of Jack in the Box Inc. from June 2020 until March 2025. Prior to that, he was Chief Executive Officer of North America for flexible working company, IWG PLC, Regus, North America, from April 2018 to May 2020. From August 2013 to January 2018, Mr. Harris served as Chief Executive Officer of CiCi’s Enterprises LP. Mr. Harris also previously served as Chief Operating Officer for Primrose Schools from October 2008 to July 2013. | | | QUALIFICATIONS • Strong executive leadership skills and experience growing businesses. • Significant experience in brand strategy, operations, franchising, sales and business development, supporting the Board’s oversight of brand strategy, licensing and distribution models. • Former public company Chief Executive Officer, providing significant experience in public company governance, capital allocation and investor engagement. • Extensive senior leadership experience in both public and private companies, including strategy and business transformation. • Deep knowledge of consumer preferences that translate into increased business lifetime value. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • A&W Food Services of Canada Inc. (listed on the Toronto Stock Exchange) | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS • Jack in the Box, Inc. | |

  23. Election of Board Nominees

    | | Owen Mahoney Age: 59 Director Since: 2024 Committees: • Audit • Finance and Capital Allocation | | EXPERIENCE Owen Mahoney served as President and Chief Executive Officer of Nexon Co. Ltd. from March 2014 until March 2024. He joined Nexon in 2010 and served as Chief Financial Officer and Chief Administrative Officer until 2014, responsible for managing the Company’s finances, global operations, investments and strategic alliances. Previously, Mr. Mahoney was Senior Vice President of Corporate Development at Electronic Arts from 2000 to 2009, where he was responsible for worldwide mergers and acquisitions and business development, and led all acquisitions and equity investments. Prior to that, Mr. Mahoney held executive positions at online and software companies in the U.S. and Asia, including PointCast, Claris Japan and Radius. | | | QUALIFICATIONS • Experienced executive leader, including as a former public company Chief Executive Officer, providing extensive experience in public company leadership, global operations and long-term strategic oversight. • Deep knowledge of online gaming platforms, digital monetization models and the operation of global live-service franchises. • Extensive experience in finance, global operations, investments, and strategic alliances. • Extensive leadership experience in business development. • Significant knowledge of artificial intelligence and machine learning as it relates to games and entertainment. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Logitech International S.A. | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS • Nexon Co. Ltd (listed on the Tokyo Stock Exchange) | |

  24. Election of Board Nominees

    | | Laurel J. Richie Age: 67 Director Since: 2020 Committees: • Nominating, Governance and Social Responsibility (incoming Chair) | | EXPERIENCE Laurel J. Richie has been an independent leadership and branding consultant since 2015. Prior to her current role, Ms. Richie served as President of the Women’s National Basketball Association LLC (“WNBA”) from May 2011 to November 2015. Prior to her appointment as President of the WNBA in 2011, she served as Chief Marketing Officer of Girl Scouts of the United States of America from 2008 to 2011. From 1984 to 2008, she held various positions at Ogilvy & Mather, including Senior Partner and Executive Group Director and founding member of the agency’s Diversity Advisory Board. Ms. Richie is a former Trustee of the Naismith Basketball Hall of Fame and the Dartmouth College Board of Trustees where she served as chair from 2017-2021. She currently serves as a consultant to Fortune 100 c-suite executives on matters of leadership, branding and corporate culture. | | | QUALIFICATIONS • Significant executive management and leadership experience, together with strategic oversight, governance and organizational leadership. • Experience in global marketing and building purpose-driven brands and expanding audience reach, supporting Hasbro’s focus on brand relevance and community engagement. • Deep experience in developing senior leaders on effectiveness, corporate culture and talent development, enhancing the Board’s oversight of human capital strategy. • Strong background in building corporate culture and management teams. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Bright Horizons Family Solutions Inc. - Audit Committee - Nominating and Corporate Governance Committee Chair • Synchrony Financial - Nominating and Corporate Governance Committee - Management Development and Compensation Committee Chair | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None | |

  25. Election of Board Nominees

    | | Richard S. Stoddart Age: 63 Director Since: 2014 Chair of the Board Since: 2022 Committees: • Nominating, Governance and Social Responsibility | | EXPERIENCE Richard S. Stoddart has served as Hasbro’s Chair of the Board since February 2022. Prior to that, he served as Hasbro’s interim Chief Executive Officer from October 2021 to February 2022, following the passing of the Company’s former Chairman and CEO, Brian Goldner. Mr. Stoddart is the former President and Chief Executive Officer of InnerWorkings, Inc. (a global marketing execution firm), serving in that role from 2018 until 2020 when InnerWorkings, Inc. was acquired. Mr. Stoddart was the Chief Executive Officer of Leo Burnett Worldwide from February 2017 to 2018, the Chief Executive Officer of Leo Burnett North America from 2013 to 2016 and the President of Leo Burnett North America from 2005 to 2013. | | | QUALIFICATIONS • Extensive experience in the advertising, marketing and communications industries, including in television, digital, social media, point-of-sale, packaging and print, and in building global brands and businesses. • As the former Chief Executive Officer of InnerWorkings, the largest global marketing execution company, Mr. Stoddart became recognized for his strategic and commercial leadership of the company, investor and analyst communications, and financial stewardship as well as his expertise in all facets of marketing execution and marketing supply chain management. • In his prior role as Chief Executive Officer of one of the world’s largest advertising agencies, Mr. Stoddart was recognized for his leadership in the development and integration of shopper, digital, social and mobile capabilities as part of a company’s overall marketing and brand strategy. • Possesses knowledge, expertise and experience regarding branding and brand building, marketing and marketing strategy across media platforms, including in traditional advertising, digital advertising and social media; expertise in media planning, launching branded content and products; expertise in marketing production, logistics and execution; and expertise in media trends and strategic planning for businesses building content-driven brands. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Altria Group, Inc. - Audit Committee - Innovation Committee - Nominating, Corporate Governance and Social Responsibility Committee | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS • InnerWorkings, Inc. • Selina PLC | |

  26. Election of Board Nominees

    | | Carla Vernón Age: 55 Director Since: 2026 Committees: • Nominating, Governance and Social Responsibility | | EXPERIENCE Carla Vernón is the Chief Executive Officer at The Honest Company, Inc., serving in that capacity and as a member of its Board since January 2023. Prior to joining The Honest Company, Ms. Vernón served as Vice President of Consumables Categories as Amazon.com, Inc. from January 2017 to December 2022. Prior to joining Amazon, Ms. Vernón spent more than two decades in various P&L leadership roles at General Mills, Inc. Most recently at General Mills, Ms. Vernón served as a Corporate Officer and the Operating Unit President of the Natural & Organic Division from July 2017 to April 2020. | | | QUALIFICATIONS • Extensive public company leadership and governance experience as Chief Executive Officer of The Honest Company, Inc. and member of its Board since January 2023. • Deep expertise in digital commerce, merchandising and data-driven marketing from her leadership role as Vice President, Consumables Categories at Amazon.com, Inc. • Significant consumer products and brand-building experience developed over more than 20 years at General Mills, Inc., including as Corporate Officer and Operating Unit President of the Natural & Organic Division. • Proven track record driving innovation, omnichannel growth and operational transformation initiatives, supporting Hasbro’s strategic priorities and long-term value creation. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • The Honest Company, Inc. | | | FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS • None | |

  27. Election of Board Nominees

    | Board Committees |

  28. Election of Board Nominees

    Our Board of Directors has four standing committees:

  29. Election of Board Nominees

    | • | Audit |

  30. Election of Board Nominees

    | • | Compensation and Talent |

  31. Election of Board Nominees

    | • | Finance and Capital Allocation |

  32. Election of Board Nominees

    | • | Nominating, Governance and Social Responsibility |

  33. Election of Board Nominees

    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.

  34. Election of Board Nominees

    | Committee | Principal Function | Number of Meetings in 2025 | Committee Members | | Audit | • Directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor. • Assists the Board in its oversight of: - the integrity of the Company’s financial statements, including management’s conduct of the Company’s financial reporting process, the financial reports provided by the Company, the Company’s systems of internal accounting and financial controls, and the quarterly review and annual independent audit of the Company’s financial statements; - the Company’s compliance with legal and regulatory requirements; - review and understanding of developing public disclosure requirements, such as those in relating to climate change and sustainability and cybersecurity matters; - the Company’s programs, governance, systems, controls and procedures relating to cybersecurity, data privacy and data protection; - the independent auditor’s qualifications and independence; and - performance of the Company’s internal audit function and internal auditor. | 12 | Hope F. Cochran (Chair)† Doug Bowser† Owen Mahoney† † The Board determined that this person qualifies as an Audit Committee Financial Expert under applicable SEC rules |

  35. Election of Board Nominees

    | Committee | Principal Function | Number of Meetings in 2025 | Committee Members | | Compensation and Talent | • Responsible for establishing and overseeing the compensation policies, arrangements and plans of the Company with respect to senior management, including all executive officers. • Oversight of the Company’s incentive compensation and equity-based plans, including authorization to make grants and awards under the Company’s employee stock incentive performance plan. • Shares responsibility for evaluation of the Company’s Chief Executive Officer with the Nominating, Governance and Social Responsibility Committee. • Review and discuss with management the Company’s talent and human capital management practices, including recruitment, leadership, talent and career development, succession planning, culture, employee engagement and retention. | 6 | Darin Harris (Chair) Lisa Gersh Elizabeth Hamren | | Finance and Capital Allocation | • Assists the Board in overseeing the Company’s annual and long-term financial plans, capital structure, capital allocation decisions, use of funds, investments, financial and risk management and proposed significant transactions. • Reviews short and long-term financing plans, including debt and equity financings and use of securitization facilities. • Reviews capital structure, capital allocation priorities, metrics, hurdle rates and underlying assumptions in capital allocation decisions. • Reviews use of funds for investments, dividends and share repurchases and acquisitions. | 4 | Frank D. Gibeau (Chair) Hope Cochran Darin S. Harris Owen Mahoney | | Nominating, Governance and Social Responsibility | • Identifies and evaluates individuals qualified to become Board members and makes recommendations to the full Board on possible additions to the Board and on the director nominees for election at the Company’s annual meeting. • Oversees and makes recommendations regarding the governance of the Board and its committees. | 6 | Laurel J. Richie (incoming Chair) Richard S. Stoddart Carla Vernón |

  36. Election of Board Nominees

    | Role of the Board in Risk Oversight |

  37. Election of Board Nominees

    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.

  38. Election of Board Nominees

    | COMMITTEE | RISK OVERSIGHT | | Audit | • Assists the Board in risk oversight for the Company by reviewing and discussing with management, internal auditors and the independent auditors the Company’s significant financial and other exposures, and guidelines and policies relating to enterprise risk assessment and risk management, including the Company’s procedures for monitoring and controlling such risks. • Oversees, on behalf of the Board, financial reporting, tax, and accounting matters, climate, sustainability, conflict minerals, cybersecurity and other SEC related reporting. • Oversight of the Company’s risk exposures in cybersecurity and data privacy and the steps management takes to identify, assess, monitor and mitigate such exposures. • Oversees, on behalf of the Board, the Company’s internal controls over financial reporting. • Key role in oversight of the Company’s compliance with legal and regulatory requirements. | | Compensation and Talent | • Assists the Board in oversight of the compensation programs for the Company’s executive officers. • Ensures that the performance goals and metrics being used in the Company’s compensation plans and arrangements align the interests of executives with those of the Company and its shareholders and maximize executive and Company performance, while not creating incentives on the part of executives to take excessive or inappropriate risks. • Assists the Board in risk oversight of the Company’s key strategies, initiatives, programs, practices and performance outcomes related to human capital management, including with respect to recruiting, talent development, education and training, retention, and workforce demographics, as well as management succession and employment practices (other than within the purview of the Nominating, Governance and Social Responsibility Committee). | | Finance and Capital Allocation | • Reviews and discusses with management the Company’s financial risk management activities and strategies, including with respect to foreign currency, credit risk, interest rate exposure and the use of hedging and other techniques to manage these risks. • As part of its review of the operating budget and strategic plan, the Finance and Capital Allocation Committee reviews major capital allocation decisions and business risks to the Company and the Company’s efforts to manage those decisions and risks. |

  39. Election of Board Nominees

    | COMMITTEE | RISK OVERSIGHT | | Nominating, Governance and Social Responsibility | • Assists the Board in its oversight of the Company’s governance policies and structures, management and director succession planning, ESG, inclusion and belonging, human capital management and issues related to health, safety and the environment and sustainability, as well as risks and efforts to manage risks to the Company in those areas. | | Board | • The full Board regularly reviews the efforts of each of its committees and discusses, at the level of the full Board, the key strategic, financial, business, legal and other risks facing the Company, including emerging risks such as artificial intelligence, and the Company’s efforts to manage those risks. |

  40. Election of Board Nominees

    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.

  41. Election of Board Nominees

    | Director Compensation |

  42. Election of Board Nominees

    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.

  43. Election of Board Nominees

    | Name | Fees Earned or Paid in Cash (a) | Stock Awards (b)(c) | Option Awards (b)(c) | Change in Pension Value and Non-qualified Deferred Compensation Earnings | All Other Compensation (d) | Total | | Hope F. Cochran | $152,577 | $175,000 | $0 | N/A | $0 | $327,577 | | Lisa Gersh | $0 | $316,600 | $0 | N/A | $0 | $316,600 | | Frank D. Gibeau | $136,427 | $175,000 | $0 | N/A | $0 | $311,427 | | Elizabeth Hamren | $116,052 | $175,000 | $0 | N/A | $0 | $291,052 | | Darin S. Harris | $142,702 | $175,000 | $0 | N/A | $0 | $317,702 | | Owen Mahoney | $125,927 | $175,000 | $0 | N/A | $0 | $300,927 | | Laurel J. Richie | $119,402 | $175,000 | $0 | N/A | $0 | $294,402 | | Richard S. Stoddart | $269,402 | $175,000 | $0 | N/A | $5,000 | $449,402 | | Mary Beth West | $125,927 | $175,000 | $0 | N/A | $0 | $300,927 |

  44. Election of Board Nominees

    | (a) Includes amounts which are deferred by directors into the interest account under the Deferred Compensation Plan for Non-Employee Directors, as well as interest earned by directors on existing balances in the interest account. Does not include the amount of cash retainer payments deferred by the director into the stock unit account under the Deferred Compensation Plan for Non-Employee Directors, which amounts are reflected in the Stock Awards column. |

  45. Election of Board Nominees

    | (b) Please see note 16 to the financial statements included in the Company’s Annual Report on Form 10-K, for the year ended December 28, 2025, for a detailed discussion of the assumptions used in valuing stock awards. |

  46. Election of Board Nominees

    | In addition to reflecting the grant date fair value for stock awards made to the directors (this expense for the director stock award in 2025 was $175,000 per director continuing service on the Board), the stock awards column also includes, to the extent applicable, the (i) amount of cash retainer payments deferred by the director into the stock unit account under the Deferred Compensation Plan for Non-Employee Directors and (ii) a 10% matching contribution which the Company makes to a director’s account under the Deferred Compensation Plan for Non-Employee Directors on all amounts deferred by such director into the Company’s stock unit account under that plan. |

  47. Election of Board Nominees

    | No stock options were granted to any of the non-employee directors in 2025. |

  48. Election of Board Nominees

    | (c) The non-employee directors who were serving on the Board at that time held the following outstanding stock awards and stock units outstanding under the Deferred Plan as of December 28, 2025. |

  49. Election of Board Nominees

    | Name | Outstanding Stock Awards | Outstanding Stock Units | | Hope F. Cochran | 0 | 0 | | Lisa Gersh | 35,304 | 44,562 | | Frank D. Gibeau | 0 | 0 | | Elizabeth Hamren | 0 | 0 | | Darin S. Harris | 0 | 0 | | Owen Mahoney | 0 | 0 | | Laurel J. Richie | 13,087 | 0 | | Richard S. Stoddart | 23,034 | 16,780 | | Mary Beth West | 16,242 | 0 |

  50. Election of Board Nominees

    | The outstanding stock awards consist of the aggregate number of non-employee director stock grants that the director elected to defer the receipt of any such shares until his or her retirement from the Board. To the extent a director did not defer the stock award, it is not included in the table and the shares have already been issued to the director. Each director was given the option, prior to the beginning of the year of grant, to receive the shares subject to the upcoming annual grant either at the time of grant, or to defer receipt of the shares until the person retires from the Board. |

  51. Election of Board Nominees

    | (d) All Other Compensation reflects the Company’s matching charitable contribution of up to $5,000 per director per fiscal year. An aggregate of $5,000 was paid by the Company in fiscal 2025 for director matching contributions. |

  52. Current Director Compensation Arrangements

    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.

  53. Current Director Compensation Arrangements

    | Annual Retainers | Amount ($) | | Annual Base Board Retainer(1) | $105,000 | | Annual Retainers (in addition to Annual Base Board Retainer) | | | • Chair of Board | $150,000 | | • Chair of Audit Committee | $40,000 | | • Chair of Compensation and Talent Committee | $35,000 | | • Chair of Finance and Capital Allocation Committee | $30,000 | | • Chair of Nominating, Governance and Social Responsibility Committee | $20,000 | | • Audit Committee Member (other than Chair) | $20,000 | | • Compensation and Talent Committee Member (other than Chair) | $15,000 | | • Finance and Capital Allocation Committee Member (other than Chair) | $12,500 | | • Nominating, Governance and Social Responsibility Committee Member (other than Chair) | $12,500 |

  54. Current Director Compensation Arrangements

    | (1) Annual Base Board Retainer increased from $95,000 to $105,000 effective July 30, 2025. |

  55. Current Director Compensation Arrangements

    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 31st of the calendar year in which the deferred compensation otherwise would have been paid and one-half on the next December 31st, 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.

  56. Current Director Compensation Arrangements

    | Code of Conduct |

  57. Current Director Compensation Arrangements

    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.

  58. Current Director Compensation Arrangements

    | Corporate Governance Principles |

  59. Current Director Compensation Arrangements

    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.

  60. Current Director Compensation Arrangements

    | Director Independence |

  61. Current Director Compensation Arrangements

    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.

  62. Current Director Compensation Arrangements

    | Board Leadership Structure |

  63. Current Director Compensation Arrangements

    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:

  64. Current Director Compensation Arrangements

    | • | working with the members of the Board and management to develop agendas and meeting schedules for Board and Committee meetings and to structure Board discussions around key strategic and other matters; |

  65. Current Director Compensation Arrangements

    | • | assuring there is sufficient time for Board discussion and that perspectives of all Board members are heard and considered; |

  66. Current Director Compensation Arrangements

    | • | reviewing and approving information and materials to be sent to the Board; |

  67. Current Director Compensation Arrangements

    | • | meeting and consulting with major shareholders when requested as part of the Company’s shareholder outreach programs and when otherwise requested by such shareholders; |

  68. Current Director Compensation Arrangements

    | • | regularly consulting with the Chair of the Nominating, Governance and Social Responsibility Committee and other Committee Chairs on matters related to corporate governance, Board performance and Board responsibilities; and |

  69. Current Director Compensation Arrangements

    | • | facilitating the retention of outside advisors for the Board as needed. |

  70. Current Director Compensation Arrangements

    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.

  71. Current Director Compensation Arrangements

    | Voting Standard for Director Elections |

  72. Current Director Compensation Arrangements

    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.

  73. Current Director Compensation Arrangements

    | Director Outside Board Service |

  74. Current Director Compensation Arrangements

    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.

  75. Current Director Compensation Arrangements

    | Director Orientation and Continuing Education |

  76. Current Director Compensation Arrangements

    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.

  77. Current Director Compensation Arrangements

    | Annual Evaluation for the Board and Board Committees |

  78. Current Director Compensation Arrangements

    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.

  79. Current Director Compensation Arrangements

    | Board Tenure |

  80. Current Director Compensation Arrangements

    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.

  81. Current Director Compensation Arrangements

    | Proxy Access |

  82. Current Director Compensation Arrangements

    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.

  83. Current Director Compensation Arrangements

    | Share Retention Requirements |

  84. Current Director Compensation Arrangements

    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.

  85. Current Director Compensation Arrangements

    | Equity Awards Subject to Double Trigger Following a Change in Control |

  86. Current Director Compensation Arrangements

    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.

  87. Current Director Compensation Arrangements

    | Clawback Policy |

  88. Current Director Compensation Arrangements

    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.

  89. Current Director Compensation Arrangements

    | Policy Prohibiting the Pledging or Hedging of Company Stock |

  90. Current Director Compensation Arrangements

    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.

  91. Current Director Compensation Arrangements

    | Board Meetings and Director Attendance at the Annual Meeting |

  92. Current Director Compensation Arrangements

    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.

  93. Current Director Compensation Arrangements

    | Director Retirement Age |

  94. Current Director Compensation Arrangements

    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.

  95. Current Director Compensation Arrangements

    | Succession Planning |

  96. Current Director Compensation Arrangements

    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. Succession planning is among the Board’s top priorities and is included in the annual goals for executive management. Mr. Cocks, as CEO, is responsible for providing a regular talent update to the Board and Compensation and Talent Committee. Further, the Board and the Nominating, Governance and Social Responsibility Committee continue to regularly review in-depth succession plans, considering long-term, medium-term and short-term options. The Board also has exposure to internal succession candidates through their periodic participation in Board meetings and/or engagement outside of Board meetings.

  97. Current Director Compensation Arrangements

    | Insider Trading Policy |

  98. Current Director Compensation Arrangements

    We have a Board-approved Global Insider Trading Policy governing the transactions in our securities by our directors, officers and employees, and other related persons and entities, that are designed to promote compliance with insider trading laws, rules, and regulations. More specifically, it is the policy of the Company that no director, officer or other employee of the Company who is aware of material nonpublic information relating to the Company may, directly or through family members or other persons or entities, (a) engage in transactions in securities of the Company (other than pursuant to a pre-approved trading plan that is adopted and operated in compliance with SEC Rule 10b5-1), or engage in any other action to take personal advantage of that information, or (b) pass that information, or make a recommendation to engage in transactions in the Company’s securities that is influenced by material nonpublic information, on to others outside the Company, including family and friends. It is also the Company’s policy to comply with all applicable securities and state laws (including appropriate approvals by the Board of Directors or appropriate committee, if required) when engaging in transactions in Company securities. It is the policy of the Company that no director, officer or other employee of the Company who, in the course of working for the Company, learns of material nonpublic information about another company or another entity, including, without limitation, a company with which the Company does business, including a customer or supplier of the Company, may (a) engage in transactions in that company’s securities until the information becomes public or is no longer material, or (b) pass that information on to others outside the Company, including family and friends, or make a recommendation to engage in transactions in the other company’s or entities’ securities that is influenced by material nonpublic information. We have a pre-clearance policy that applies to executive officers, and members of the Board of the Company and other designated employees of the Company who, although not executive officers, regularly become aware of earnings information or other potentially material nonpublic information about the Company. Under this policy, directors and executive officers of the Company, and any other employees designated as being subject to the Company’s pre-clearance procedures, together with any of their family members who live in their household or whose transactions in Company securities are under their influence or control, and any trusts or other entities controlled by any such persons, may not engage in any transaction in the Company’s securities without first obtaining pre-clearance of the transaction from the Legal Department.

  99. Current Director Compensation Arrangements

    | Additional Availability of Corporate Governance Materials |

  100. Current Director Compensation Arrangements

    In addition to being accessible on the Company’s website, https://investor.hasbro.com/corporate-governance, copies of the Company’s Code of Conduct, Corporate Governance Principles and the charters of the four committees of the Board of Directors are all available free of charge to any shareholder upon request to the Company’s Chief Legal Officer and Corporate Secretary, c/o Hasbro, Inc., 1027 Newport Avenue, P.O. Box 1059, Pawtucket, Rhode Island 02861. 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

  101. Current Director Compensation Arrangements

    | Executive Summary |

  102. Current Director Compensation Arrangements

    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”).

  103. Current Director Compensation Arrangements

    | Name | Title | | Chris Cocks | Chief Executive Officer | | Gina Goetter | Chief Financial Officer and Chief Operating Officer | | John Hight | President, Wizards of the Coast and Digital Gaming | | Tim Kilpin | President, Toys, Board Games, Licensing and Entertainment | | Tarrant Sibley | EVP, Chief Legal Officer & Corporate Secretary |

  104. Executive Compensation Program Structure and Alignment with Performance

    | 2025 Executive Compensation Program Elements | | | Type of Annual Cash Compensation | | | Base Salary | • Fixed compensation • Set at a market competitive level, in light of individual experience and performance | | Annual Incentive Awards | • Performance-based • Tied to company and business area achievement against stated annual financial goals • Performance measures evaluated - Total Net Revenues - Operating Profit Dollars • Individual Performance Adjustment: Designed to enable us to reward for strategic and operating performance not captured by the financial metrics listed by allowing the Committee to adjust the payouts down to 0% or up to +35% based on individual performance | | Type of Annual Long-Term Incentive Compensation | | | Performance Share Units | • Represented 50% of annual target equity award value for our CEO and other NEOs • Earned based on challenging long-term three-year goal requiring sustained strong operating performance • Aligns management behavior with maximizing shareholder value • Tied to achievement of EPS and relative and absolute shareholder return over a 3-year performance period • Modified +/- 25% by our relative TSR performance compared to S&P 500 companies • If our cumulative TSR at the end of a 3-year performance period is greater than or equal to 33%, the award vests at a minimum of 50% of target | | Restricted Stock Units | • Represented 50% of annual target equity award value for our CEO and other NEOs • Vest in three equal annual installments over the first three anniversaries of the grant date • Provides appropriate retention to executives while continuing to align with shareholder interests through stock price performance |

  105. Executive Compensation Program Structure and Alignment with Performance

    | • | Align the interests of the Company’s executives with the short, medium and long-term goals of the Company and its shareholders and other stakeholders. |

  106. Executive Compensation Program Structure and Alignment with Performance

    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.

  107. Strong Compensation Governance Practices

    | • | The Committee’s independent compensation consultant, Meridian Compensation Partners LLC (“Meridian”); |

  108. Peer Group and Benchmarking

    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:

  109. Peer Group and Benchmarking

    | Crocs, Inc. | Mattel, Inc. | The Hershey Company | | Electronic Arts, Inc. | Roblox Corp. | The J.M. Smucker Company | | iHeartMedia, Inc. | Spin Master Corp. | Topgolf Callaway Brands Corp. | | Live Nation Entertainment, Inc. | Take-Two Interactive Software, Inc. | Under Armour, Inc. |

  110. Peer Group and Benchmarking

    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.

  111. Peer Group and Benchmarking

    | Crocs, Inc. | Mattel, Inc. | Topgolf Callaway Brands Corp. | | Electronic Arts, Inc. | Roblox Corp. | Under Armour, Inc. | | iHeart Media, Inc. | Spin Master Corp. | | | Live Nation Entertainment, Inc. | Take-Two Interactive Software, Inc. | |

  112. Role of the Independent Compensation Consultant

    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.

  113. Variable and Performance-Based Compensation Elements

    | Component Incentive Compensation | | Performance Metrics | Objective | | Annual Incentive | | Net Revenue | Measures annual top line growth | | | | Operating Profit Dollars | Measures ability to maximize profitability and drive shareholder value | | | | Individual Performance Adjustment | Measures performance against individual objectives | | Long- term Incentive | | Cumulative Diluted Earnings Per Share | Measures long-term profitability | | | Performance Share Units | Total Shareholder Return | Our Relative TSR modifier promotes alignment of long-term incentive compensation award outcomes with relative shareholder returns. Modification determined based on company value, provides direct alignment with the shareholder experience of value creation. | | | Restricted Stock Units | Stock Price | Provides alignment with company performance |

  114. Annual Incentive Compensation

    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.

  115. Target Annual Incentive Opportunity

    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.

  116. Target Annual Incentive Opportunity

    | Named Executive Officer | 2025 Target Annual Incentive Award Opportunity (% of Base Salary) | | Chris Cocks | 200% | | Gina Goetter | 100% | | John Hight | 100% | | Tim Kilpin | 100% | | Tarrant Sibley | 85% |

  117. Target Annual Incentive Opportunity

    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.

  118. Annual Incentive Performance Metrics

    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:

  119. Annual Incentive Performance Metrics

    | • | Anytime is Playtime: Focus on winning play occasions and distribution point by making our brands accessible, relevant, and engaging wherever, whenever, and however consumers choose to play. |

  120. Annual Incentive Performance Metrics

    | • | Aging Up: Expand our consumer base and drive play and collectible experiences for fans of all ages, recognizing that consumers aged 13 and above are gaining purchase share. |

  121. Annual Incentive Performance Metrics

    | • | Everyone Plays: Engage across the play spectrum to where we under-index and capture new consumers across demographics and markets. |

  122. Annual Incentive Performance Metrics

    | • | Digital and Direct: Embrace new ways to engage with our consumers through video games, digital technology and direct-to-consumer interactions. |

  123. Annual Incentive Performance Metrics

    | • | Partner Scale: Capitalize on our partners’ investments and scale to enhance our brands through strategic relationships and licensing arrangements. |

  124. Annual Incentive Performance Metrics

    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.

  125. Calculation of 2025 Annual Incentive Payout

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

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

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

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

    | | Goal | Actual | Percentage Achievement | Final Payout % | | Company Net Revenue (Weighted 50%) | $4,111,000 | $4,607,000 | 112% | 100% | | Company Operating Profit Dollars (Weighted 50%) | $892,000 | $1,114,000 | 125% | 100% | | All numbers are in thousands, except percentages | Final Payout Percentage based on Metrics | | | 200% |

  128. Mr. Hight’s 2025 Calculated Annual Incentive Payout Percentage

    Mr. Hight’s 2025 Calculated Annual Incentive Payout Percentage

  129. Mr. Hight’s 2025 Calculated Annual Incentive Payout Percentage

    | | Goal | Actual | Percentage Achievement | Final Payout % | | Wizards Business Area Net Revenue (Weighted 40%) | $1,601,000 | $2,150,000 | 134% | 80% | | Wizards Business Area Operating Profit Dollars (Weighted 40%) | $650,000 | $985,000 | 152% | 80% | | Company Operating Profit Dollars (Weighted 20%) | See details above | | | 40% | | All numbers are in thousands, except percentages | Final Payout Percentage based on Metrics | | | 200% |

  130. 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.

  131. Mr. Kilpin’s 2025 Calculated Annual Incentive Payout Percentage

    Mr. Kilpin’s 2025 Calculated Annual Incentive Payout Percentage

  132. Mr. Kilpin’s 2025 Calculated Annual Incentive Payout Percentage

    | | Goal | Actual | Percentage Achievement | Final Payout % | | TGLE Business Area Net Revenue (Weighted 40%) | $2,610,000 | $2,457,000 | 94% | — | | TGLE Business Area Operating Profit Dollars (Weighted 40%) | $322,000 | $157,000 | 49% | — | | Company Operating Profit Dollars (Weighted 20%) | See details above | | | 40% | | All numbers are in thousands, except percentages | Final Payout Percentage based on Metrics | | | 40% |

  133. 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.

  134. Calculated 2025 Annual Incentive Payouts

    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.

  135. Calculated 2025 Annual Incentive Payouts

    | Named Executive Officer | 2025 Target Incentive Award Opportunity | 2025 Final Incentive Award | Final Incentive Award as a % of Target | | Chris Cocks | $3,000,000 | $6,000,000 | 200% | | Gina Goetter | $1,000,000 | $2,000,000 | 200% | | John Hight | $725,000 | $1,450,000 | 200% | | Tim Kilpin | $850,000 | $340,000 | 40% | | Tarrant Sibley | $586,827 | $1,173,654 | 200% | | Note: Incentive amounts shown above are calculated using fiscal year 2025 earnings. | | | |

  136. Long-Term Incentive Compensation

    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.

  137. Annual Long-Term Incentive Awards

    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:

  138. Annual Long-Term Incentive Awards

    | Named Executive Officer | 2025 LTI Award Target Value % of Base Salary | | Chris Cocks | 700% | | Gina Goetter | 300% | | John Hight | 250% | | Tim Kilpin | 250% | | Tarrant Sibley | 225% |

  139. Annual Long-Term Incentive Awards

    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.

  140. Annual Long-Term Incentive Awards

    | Metric | Threshold | Target | Maximum | | EPS | | | | | Performance | 80% | 100% | 125% | | Payout | 50% | 100% | 200% | | RELATIVE TSR MODIFIER | | | | | Performance | < 25th percentile | 25th - 75th percentile | >75th percentile | | Payout | -25% | No Adjustment | +25% |

  141. Annual Long-Term Incentive Awards

    FY23-FY25 PSU Award Each year the Committee reviews the PSU Awards whose performance period ends during such fiscal year to determine whether the applicable performance criteria have been satisfied. In fiscal 2023, the Committee issued a PSU Award for the three-year performance period that included fiscal 2023, 2024 and 2025 (the “FY23-FY25 PSU Award”). The Committee issued awards to Messrs. Cocks, Kilpin and Sibley. Ms. Goetter did not receive PSUs as part of her new hire award in 2023 and Mr. Hight joined Hasbro in 2024 so was not eligible for this award. After the end of the performance period, the Committee reviewed and determined that the FY23-FY25 PSU Award achieved 92% of target performance. The following table compares the actual results achieved for the FY23-FY25 PSU against the targeted goals for the three-year performance period.

  142. Annual Long-Term Incentive Awards

    | FY23-FY25 Performance Period | Target(2) | Results(2) | Achievement | Weighted Payout Percentage | | Cumulative Diluted EPS(1) (Weighted 50%) | $13.69 | $12.65 | 92% | 40% | | Average ROIC (Weighted 50%) | 11.9% | 12.1% | 101% | 52% | | | Final Payout Percentage based on Metrics | | | 92% |

  143. Annual Long-Term Incentive Awards

    | (1) Performance for cumulative Diluted EPS is calculated based on exchange rates in effect at the beginning of the relevant performance period. ROIC is return on invested capital. |

  144. Annual Long-Term Incentive Awards

    | (2) The target amounts and results have been adjusted to exclude the impact of eOne due to its divestiture in 2023. |

  145. Annual Long-Term Incentive Awards

    The chart below shows the historical Performance Share Unit payouts over the last three years. Restricted Stock Units The Company uses Restricted Stock Units (RSUs) as an effective tool to align executives with stockholder interests by making them owners of Hasbro’s stock. The restricted stock units granted as part of our fiscal 2025 annual long-term incentive award to our NEOs, represented approximately 50% of their annual targeted equity award value and vest in three equal installments on the first three anniversaries of the grant date provided the recipient remains employed with the Company through the applicable vesting dates. These are an effective compensation tool in helping us to retain critical talent and ensuring that executives have meaningful outstanding unvested equity. Pro-rata vesting is provided earlier only in the event of the death, disability, early retirement at age 55 (with at least 10 years of credited service) or retirement at age 65 (with at least 5 years of credited service) of the executive. All other terminations of employment result in forfeiture of the awards. Dividend Equivalent Units Beginning with employee stock incentive awards granted in 2022, the payment of cash dividends to shareholders also results in the crediting of dividend equivalent units (“DEUs”) to holders of unvested RSUs and PSUs. The DEUs are credited as additional RSUs or PSUs and settled in connection with the vesting of associated awards. DEUs are forfeited in the event the underlying RSUs or PSU’s do not vest.

  146. Equity Award Granting Practices

    Equity Award Granting Practices The Committee typically approves annual long-term incentive awards for NEOs and other members of the executive leadership team each February at a regular meeting of the Compensation and Talent Committee (CEO awards are approved by the full Board of Directors). The annual grant date typically takes place within a few weeks before the end of the first quarter. During fiscal 2025, equity awards generally were granted on regularly scheduled predetermined dates. The Committee does not grant equity awards in anticipation of the release of material non-public information and we do not time the release of material non-public information based on equity award grant dates. Beginning in 2024, Hasbro ceased granting stock options as an equity vehicle to all employees.

  147. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan Executive officers who are employees of the Company’s U.S. operations are also eligible to participate in the Company’s Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”), which is available to all the Company’s employees based in the United States at or above selected management levels and whose annual base salary is equal to or greater than $160,000 in 2025. The Deferred Compensation Plan allows participants to defer compensation into various measurement funds, the performance of which determines the return on compensation deferred under the plan. Potential investment choices include a fixed rate option, a choice that tracks the performance of the Company’s Common Stock, and other equity indices. Earnings recorded on compensation deferred by the executive officers do not exceed the returns on the relevant investments earned by other non-executive officer employees deferring compensation into the applicable investment vehicles.

  148. Severance and Change in Control Benefits

    Severance and Change in Control Benefits A discussion of the severance and change in control benefits that may be payable to the NEOs in certain situations, as well as the plans under which those benefits are payable, can be found below under the heading “Potential Payments Upon Termination or Change in Control.” Other Compensation Considerations

  149. Compensation and Risk Management

    | • | provide for a balance of shorter-term objectives (such as the annual cash incentive plan objectives) and longer-term objectives (such as the three-year performance period under the PSU awards) to mitigate the risk that short-term performance would be driven at the expense of longer-term performance and shareholder value creation; and |

  150. Compensation and Risk Management

    | Summary Compensation Table |

  151. Compensation and Risk Management

    | Name and Principal Position | Fiscal year | Salary(a) | Bonus(b) | Stock Awards(c) | Option Awards(c) | Non-Equity Incentive Plan Compensation (a)(d) | Change in Pension Value and Non-Qualified Deferred Compensation(e) | All Other Compensation (f) | Total | | Chris Cocks | 2025 | $1,500,000 | $0 | $10,500,099 | $0 | $6,000,000 | $0 | $672,422 | $18,672,521 | | Chief Executive Officer | 2024 | $1,500,000 | $0 | $10,500,024 | $0 | $4,429,688 | $0 | $411,701 | $16,841,413 | | | 2023 | $1,500,000 | $0 | $7,875,020 | $3,086,034 | $1,944,000 | $0 | $705,815 | $15,110,869 | | Gina Goetter | 2025 | $1,000,000 | $0 | $3,000,011 | $0 | $2,000,000 | $0 | $258,738 | $6,258,749 | | Chief Financial Officer and Chief Operating Officer | 2024 | $1,000,000 | $0 | $4,500,025 | $0 | $1,687,500 | $0 | $161,011 | $7,348,536 | | | 2023 | $634,615 | $350,000 | $4,000,042 | $0 | $548,307 | $0 | $177,036 | $5,710,001 | | John Hight | 2025 | $725,000 | $225,000 | $1,812,579 | $0 | $1,450,000 | $0 | $113,779 | $4,326,358 | | President, Wizards of the Coast and Digital Gaming | 2024 | $278,846 | $225,000 | $3,500,028 | $0 | $348,558 | $0 | $128,313 | $4,480,746 | | Tim Kilpin | 2025 | $850,000 | $0 | $2,125,092 | $0 | $340,000 | $0 | $159,000 | $3,474,092 | | President Toys, Board Games, Licensing & Entertainment | 2024 | $850,000 | $0 | $2,975,067 | $0 | $850,000 | $0 | $141,692 | $4,816,759 | | | 2023 | $572,115 | $0 | $3,275,135 | $471,084 | $637,500 | $0 | $312,550 | $5,268,385 | | Tarrant Sibley | 2025 | $690,385 | $0 | $1,575,092 | $0 | $1,173,654 | $0 | $139,361 | $3,578,492 | | EVP, Chief Legal Officer and Corporate Secretary | 2024 | $650,000 | $0 | $1,950,100 | $0 | $822,656 | $145 | $86,461 | $3,509,362 | | | 2023 | $619,423 | $0 | $1,650,084 | $646,606 | $401,386 | $911 | $71,948 | $3,390,358 |

  152. Compensation and Risk Management

    | Grants of Plan-Based Awards |

  153. Compensation and Risk Management

    | Outstanding Equity Awards at Fiscal Year-End |

  154. Compensation and Risk Management

    | Option Exercises and Stock Vested |

  155. Compensation and Risk Management

    | Non-Qualified Deferred Compensation and Other Deferred Compensation |

  156. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan The Deferred Compensation Plan is available to all of the Company’s U.S. based employees who are at or above job level 7 and whose base compensation is equal to or greater than $160,000 for 2025, including our NEOs. Participants may defer up to 75% of their base salary and 85% of the awards they are paid under the Company’s non-equity incentive plans. Participant account balances are credited with earnings based on the participant’s selection from the list of measurement funds offered in the plan, including a fixed rate option. The allocation of investments may be changed as often as daily, with the exception of the Hasbro Stock Fund and the fixed rate option. Selection of the Hasbro Stock Fund is made once per year and becomes effective the following January, while the selection of the fixed rate option fund is made twice per year and becomes effective the following month. Rates of return earned (lost) by our NEOs are the same as the rates of return earned (lost) by other participants selecting the same investment choices. As such, the Company does not consider these rates of return to be “above-market” within the meaning of the rules of the SEC. Generally, account balances under the plan may be paid as a lump sum or in installments over a five, ten or fifteen-year period following the termination of employment, except amounts designated as short-term payouts which are payable at a pre-selected date in the future. Account balances may be distributed prior to retirement in the event of a financial hardship, but not in excess of the amount needed to meet the hardship.

  157. Non-Qualified Deferred Compensation Plan

    | Potential Payments Upon Termination or Change in Control |

  158. Non-Qualified Deferred Compensation Plan

    The following table provides information as to the value of incremental payments and other benefits that would have been received by our NEOs upon a termination of their employment with the Company due to various types of situations, including upon a change in control of the Company, assuming such termination and change in control had taken place on December 26, 2025 (the last trading day of the Company’s 2025 fiscal year), and based on any agreements with our NEOs in place as of December 28, 2025. The benefits reflect the closing price of the Company’s Common Stock of $82.56 on December 26, 2025, where appropriate. Following these tables is a narrative description of the plans and agreements pursuant to which these payments and benefits are payable. In addition to the benefits detailed in the following tables, our NEOs are eligible to receive vested benefits under the Company’s pension plans and deferred compensation plans, to the extent applicable, which are quantified in the preceding tables in this Proxy Statement. In addition, Messrs. Cocks, Kilpin and Sibley are eligible to receive benefits under stock options held by such executive officers which are vested and exercisable as of the date of their termination. Our NEOs would not receive any incremental payments or other benefits if they voluntarily resigned from the Company (except resignation for Good Reason, where noted) or were involuntarily terminated by the Company for cause.

  159. Non-Qualified Deferred Compensation Plan

    | | No Change in Control | | | Change in Control | | | Name | Involuntary Termination(a) | Death or Disability | Retirement | No Termination | Involuntary Termination in connection with a change in control(b) | | Chris Cocks | | | | | | | Cash Severance | $9,000,000 | $— | $— | $— | $13,500,001 | | FY 2025 Bonus | $6,000,000 | $6,000,000 | $— | $— | $6,000,000 | | Pension | $— | $— | $— | $— | $— | | Other Benefits(c) | $68,854 | $— | $— | $— | $68,854 | | Accelerated Equity(d) | $33,610,367 | $33,610,367 | $— | $— | $41,604,597 | | Total Incremental Benefits | $48,679,221 | $39,610,367 | $— | $— | $61,173,452 | | Gina Goetter | | | | | | | Cash Severance | $1,000,000 | $— | $— | $— | $4,000,000 | | FY 2025 Bonus | $— | $— | $— | $— | $— | | Pension | $— | $— | $— | $— | $— | | Other Benefits(c) | $47,350 | $— | $— | $— | $58,524 | | Accelerated Equity(d) | $— | $6,119,385 | $— | $— | $12,699,544 | | Total Incremental Benefits | $1,047,350 | $6,119,385 | $— | $— | $16,758,069 | | John Hight | | | | | | | Cash Severance | $725,000 | $— | $— | $— | $2,900,000 | | FY 2025 Bonus | $— | $— | $— | $— | $— | | Pension | $— | $— | $— | $— | $— | | Other Benefits(c) | $38,820 | $— | $— | $— | $45,730 | | Accelerated Equity(d) | $— | $1,343,957 | $— | $— | $5,687,146 | | Total Incremental Benefits | $763,820 | $1,343,957 | $— | $— | $8,632,876 | | Tim Kilpin | | | | | | | Cash Severance | $850,000 | $— | $— | $— | $3,400,000 | | FY 2025 Bonus | $— | $— | $— | $— | $— | | Pension | $— | $— | $— | $— | $— | | Other Benefits(c) | $40,986 | $— | $— | $— | $48,979 | | Accelerated Equity(d) | $— | $5,445,760 | $— | $— | $9,895,348 | | Total Incremental Benefits | $890,986 | $5,445,760 | $— | $— | $13,344,327 |

  160. Non-Qualified Deferred Compensation Plan

    | | No Change in Control | | | Change in Control | | | Name | Involuntary Termination(a) | Death or Disability | Retirement | No Termination | Involuntary Termination in connection with a change in control(b) | | Tarrant Sibley | | | | | | | Cash Severance | $700,000 | $— | $— | $— | $2,573,654 | | FY 2025 Bonus | $— | $— | $— | $— | $— | | Pension | $— | $— | $— | $— | $— | | Other Benefits(c) | $47,182 | $— | $— | $— | $58,272 | | Accelerated Equity(d) | $4,624,903 | $4,624,903 | $4,624,903 | $— | $7,468,221 | | Total Incremental Benefits | $5,372,085 | $4,624,903 | $4,624,903 | $— | $10,100,148 |

  161. Non-Qualified Deferred Compensation Plan

    | (a) “Involuntary Termination” not in a change in control scenario means termination by the Company without Cause. |

  162. Non-Qualified Deferred Compensation Plan

    | (b) “Involuntary Termination” in a change of control scenario means termination by the Company without Cause or termination by the executive for Good Reason. |

  163. Non-Qualified Deferred Compensation Plan

    | (c) Other benefits include the Company’s cost of continued health and welfare benefits coverage and outplacement services. |

  164. Non-Qualified Deferred Compensation Plan

    | (d) Includes the value of accelerated equity awards pursuant to the terms of the plan, award agreement or individual employment or change in control agreement, as applicable, and summarized below. For awards whose vesting is based on actual performance, the calculations assume a target level of performance is achieved. |

  165. Non-Qualified Deferred Compensation Plan

    | Agreements and Arrangements Providing Post Employment and Change in Control Benefits |

  166. Non-Qualified Deferred Compensation Plan

    The Company provides post-employment benefits through broad-based programs as well as individual agreements for certain executives. Benefits provided through each of the following programs are summarized below and the value of these benefits in various situations is included in the preceding tables.

  167. Non-Qualified Deferred Compensation Plan

    | • | Hasbro Equity Incentive Plans |

  168. Non-Qualified Deferred Compensation Plan

    | • | Hasbro Severance Benefits Plan |

  169. Non-Qualified Deferred Compensation Plan

    | • | Employment Agreement with Chris Cocks |

  170. Non-Qualified Deferred Compensation Plan

    | • | Employment Relationships with Gina Goetter, John Hight, Tim Kilpin, and Tarrant Sibley |

  171. Non-Qualified Deferred Compensation Plan

    | • | Change in Control Severance Plan for Designated Senior Executives |

  172. Change in Control Severance Plan for Designated Senior Executives

    | CEO Pay Ratio |

  173. Change in Control Severance Plan for Designated Senior Executives

    | Pay Versus Performance |

  174. Approval

    Approval Although the vote is non-binding, the Board of Directors and Compensation and Talent Committee of the Company will carefully consider the results of this vote in connection with their ongoing evaluation, and establishment, of the Company’s compensation arrangements and programs for the Company’s Named Executive Officers. The affirmative vote of a majority of the shares of Common Stock present (in person or by proxy) and entitled to vote at the Annual Meeting on this shareholder advisory vote is required for approval of the resolution. Abstentions are considered shares entitled to vote on the proposal, and as such, abstentions are the equivalent of a vote against the proposal. In contrast, broker non-votes are not counted as present and entitled to vote on the proposal for purposes of determining if the proposal receives an affirmative vote of a majority of the shares present and entitled to vote. Proposal to Ratify the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2026 Fiscal Year (Proposal 3)

  175. Approval

    | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE SELECTION OF KPMG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2026. |

  176. Approval

    The Audit Committee has selected KPMG LLP (“KPMG”), independent registered public accounting firm, to perform the integrated audit of the consolidated financial statements and effectiveness of internal control over financial reporting of the Company for the fiscal year ending December 27, 2026 (“Fiscal 2026”), and the Company’s Board has ratified this selection. A representative of KPMG is expected to be present at the Annual Meeting, will have the opportunity to make a statement if so desired, and will be available to respond to appropriate questions. The Board is submitting the selection of KPMG as the Company’s independent registered public accounting firm for Fiscal 2026 to the shareholders for their ratification. The Audit Committee of the Board bears the ultimate responsibility for selecting the Company’s independent registered public accounting firm and makes the selection it deems best for the Company and the Company’s shareholders. As such, the failure by the shareholders to ratify the selection of the independent registered public accounting firm made by the Audit Committee will not require the Audit Committee to alter its decision. Similarly, ratification of the selection of KPMG as the independent registered public accounting firm does not limit the Committee’s ability to change this selection in the future if it deems appropriate. The Report of the Audit Committee following this proposal contains a discussion of the factors considered by the Audit Committee in selecting the independent registered public accounting firm. In connection with submitting the selection of KPMG as the Company’s independent registered public accounting firm for Fiscal 2026 to the shareholders for their ratification the Audit Committee notes:

  177. Approval

    | • | The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee has appointed KPMG LLP as the Company’s independent external auditor for Fiscal 2026. |

  178. Approval

    | • | Peat, Marwick, Mitchell & Co. was retained by the Company as its external auditor and issued an auditors’ report in connection with the Company’s initial public offering of stock in 1968. KPMG was formed in 1987 when Peat Marwick International and Klynveld Main Goerdeler merged along with their respective member firms. As such, KPMG, or a predecessor firm of KPMG, has been retained as the Company’s external auditor since at least 1968. |

  179. Approval

    | • | In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent external audit firm. Among other things, the Audit Committee considers the importance of the external audit firm’s understanding our business, the firm’s expertise and qualifications, external audit firms we retain for other company purposes, such as M&A, tax and other advisory services, and firms retained by our competitors. |

  180. Approval

    | • | In conjunction with the mandated rotation of KPMG’s lead engagement partner for the Company, the Audit Committee and its Chair are involved in reviewing and considering the selection of the replacement lead engagement partner. |

  181. Approval

    | • | The members of the Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company’s external auditor is in the best interests of the Company and its investors. |

  182. Approval

    Approval The affirmative vote of a majority of the shares of Common Stock present (in person or by proxy) and entitled to vote at the Annual Meeting on the ratification of the selection of KPMG is required for approval. Abstentions are considered shares entitled to vote on the proposal and as such abstentions are the equivalent of a vote against the proposal. Report of the Audit Committee of the Board of Directors The Audit Committee is comprised solely of non-employee directors, each of whom has been determined by the Board to be independent under the Company’s Standards for Director Independence and the requirements of The NASDAQ Stock Market’s corporate governance listing standards. All members of our Audit Committee possess significant financial, business and accounting expertise.

  183. Approval

    | • | Ms. Cochran, Chair of the Committee, joined the Madrona Venture Group as a partner in 2017, served as Managing Director from 2018 to 2025, and became Venture Partner effective in January 2026. Prior to that, Ms. Cochran served in senior finance positions with several companies, most recently as Chief Financial Officer of King Digital Entertainment plc from 2013 to 2016, and as Chief Financial Officer of Clearwire, Inc. prior to that. |

  184. Approval

    | • | Mr. Bowser served in various senior executive leadership roles for Nintendo of America Inc., including President and Chief Operating Officer from 2019 until his retirement in 2025. Prior to that, Mr. Bowser spent eight years at Electronic Arts, most recently as Vice President of Global Business Planning, and 23 years for Proctor & Gamble in various sales leadership roles. |

  185. Approval

    | • | Mr. Mahoney served as Chief Executive Officer of Nexon Co. Ltd., a global digital gaming company, from 2014 until 2024, and prior to that was Chief Financial Officer of Nexon between 2010 and 2014 where he was responsible for managing the Company’s finances, global operations, investments and strategic alliances. |

  186. Approval

    The Audit Committee operates under a written charter, which is available on the Company’s website at https://hasbro.gcs-web.com/corporate-governance. Under the charter, the Audit Committee’s primary purpose is to:

  187. Approval

    | • | Appoint the independent registered public accounting firm (hereafter referred to as the independent auditors) and oversee the independent auditors’ work; and |

  188. Approval

    | • | Assist the Board in its oversight of the: |

  189. Approval

    | ○ | integrity of the Company’s consolidated financial statements and financial reporting; |

  190. Approval

    | ○ | Company’s compliance with legal and regulatory requirements; |

  191. Approval

    | ○ | Company’s system of internal controls; |

  192. Approval

    | ○ | Company’s significant financial and other risks and exposures; |

  193. Approval

    | ○ | independent auditors’ qualifications and independence; |

  194. Approval

    | ○ | performance of the Company’s internal audit function and independent auditors; and |

  195. Approval

    | ○ | the Company’s programs, governance, systems, controls and procedures relating to cybersecurity, data privacy and data protection. |

  196. Approval

    In carrying out these responsibilities the Audit Committee reviews all earnings releases and quarterly and annual financial reports prepared by management, and discusses such releases and reports with management, prior to their issuance and filing with the SEC. The Audit Committee supervises the relationship between the Company and the independent auditors and has direct responsibility for the appointment and compensation of the independent auditors, as well as for reviewing and approving the scope of the audit and all audit and permitted non-audit services. The Committee met twelve (12) times during 2025. Many of the Committee’s meetings include executive sessions in which the Committee meets separately with the independent auditors, the Company’s head of internal audit and with members of the Company’s management. As part of its oversight function, the Audit Committee discusses with the Company’s internal auditor and independent auditors, with and without management present, the overall scope and plans for their respective audits, and the Committee approves such audit plans. The Audit Committee reviews the Company’s programs and key initiatives to implement and maintain effective internal controls over financial reporting and disclosure controls, including the Company’s code of conduct. The Audit Committee maintains procedures for receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters, as well as a policy regarding the hiring of former employees of the independent auditor. The Audit Committee assists the Board in risk oversight for the Company by reviewing and discussing with management, internal auditors, internal legal and compliance personnel and the independent auditors the Company’s significant financial and other risks and exposures, and guidelines and policies relating to enterprise risk assessment and risk management, such as cybersecurity and data privacy, including the Company’s procedures for monitoring and controlling such risks. The Audit Committee meets with the Company’s head of internal audit, and with the independent auditors, with and without management present, to discuss the results of their audits, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. The Audit Committee reviews and discusses with management and the independent auditors all annual and quarterly consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations prior to their filing with the SEC. The Audit Committee also discusses with management, on a quarterly basis, management’s evaluation of the Company’s internal controls over financial reporting and disclosure controls. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditors. In selecting the independent auditor the Audit Committee reviews the recent and historical performance of the current independent auditors and their expertise and capability in handling the types and breadth of issues facing the Company and the geographic reach of the Company’s business, discusses with management their view on the performance of the auditor, reviews and discusses the results of the most recent Public Company Accounting Oversight Board (United States) (PCAOB) and peer reviews of the current independent auditor, as well as any significant regulatory or legal proceedings involving the independent auditor, considers the tenure of the independent auditors, including the benefits from knowledge gained by the auditors of the Company’s business over time, reviews the reasonableness of the independent auditors’ fees, discusses alternate potential choices for independent auditor and considers the relative merits of retaining the current independent auditor as compared to appointing another independent auditor. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a rotation of the independent audit firm. Among other things, the Audit Committee considers the importance of the external audit firm’s understanding of our business, the firm’s expertise and qualifications, external audit firms we retain for other company purposes, such as M&A, tax and other advisory services, and firms retained by our competitors. The Audit Committee is directly responsible for approving the fees of the independent auditors and in doing so they review fee benchmarking information regarding audit and non-audit fees paid by multinational companies which are comparable in terms of size, complexity, and type of financial and accounting issues to the Company. When the audit engagement partner is due to rotate off the Company’s audit team following five years of service, such as was the case for fiscal year 2022, the Audit Committee and its Chair meets with potential candidates within the independent auditors to replace the audit engagement partner and the Committee reviews and considers the selection of the audit engagement partner to ensure the Company receives the highest quality replacement. While the Audit Committee selects the independent auditors and oversees their work, the independent auditors are responsible for performing an independent integrated audit of the Company’s consolidated financial statements and effectiveness of internal control over financial reporting and issuing an opinion as to whether the consolidated financial statements conform with accounting principles generally accepted in the United States of America and an opinion as to the effectiveness of internal control over financial reporting. The Audit Committee has reviewed and discussed with management and the independent auditors the Company’s audited consolidated financial statements for the fiscal year ended December 28, 2025, and the Company’s report on the effectiveness of internal controls over financial reporting as of December 28, 2025, as well as the independent auditors’ audit of those financial statements and the Company’s internal controls over financial reporting. The Audit Committee has also reviewed and discussed with the independent auditors the matters required to be discussed by the PCAOB and the SEC. In addition, the Audit Committee discussed with the independent auditors the audit and permitted non-audit services they provide to the Company and any other matters that might impact their independence from management, the Audit Committee has determined that the approved non-audit services being provided by the independent auditor do not impact the auditor’s independence, and the Audit Committee has received from the independent auditors the written disclosures and letters required by the applicable requirements of the PCAOB. Based on its review and discussions with management and the independent auditors referred to in the preceding paragraph and the other oversight actions discussed above, the Audit Committee recommended to the Board and the Board approved the inclusion of the audited consolidated financial statements for the fiscal year ended December 28, 2025 in the Company’s Annual Report on Form 10-K for filing with the SEC. The Audit Committee has also selected, and the Board has approved the selection of, KPMG LLP as the independent auditor for Fiscal 2026. Report issued by the members of the Audit Committee. Hope Cochran (Chair) Doug Bowser Owen Mahoney Additional Information Regarding Independent Registered Public Accounting Firm The following table presents fees for professional audit services rendered by KPMG LLP for the integrated audits of the Company’s annual consolidated financial statements and effectiveness of internal control over financial reporting for fiscal 2025 and 2024, as well as fees for other services rendered by KPMG to the Company during fiscal 2025 and 2024.

  197. Approval

    | | 2025 | 2024 | | Audit Fees(1) | $5,768,000 | $5,999,000 | | Audit-Related Fees(2) | $128,000 | $530,000 | | Tax Fees(3) | $1,105,000 | $1,024,000 | | All Other Fees | $0 | $0 | | Total Fees | $7,001,000 | $7,553,000 |

  198. Approval

    | (1) Audit Fees consist of services related to the audits of the Company’s consolidated financial statements, interim reviews, statutory audits, and comfort letters rendered in connection with the Company’s securities offering. |

  199. Approval

    | (2) Audit-Related Fees consist of fees for accounting and reporting consultations, and agreed upon procedures reports. |

  200. Approval

    | (3) Tax Fees consist primarily of fees for tax compliance services, such as assistance with the preparation and/or review of tax returns and other required filings, advice in connection with tax examinations, as well as fees for other tax consultations rendered to the Company. |

  201. Approval

    | Policy on Audit Committee Pre-Approval of Audit Services and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm |

  202. Approval

    Consistent with the rules and regulations of the SEC regarding auditor independence, the Audit Committee has responsibility for appointing, approving compensation for and overseeing the services of the independent registered public accounting firm (hereafter referred to as the independent auditors). In fulfilling this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services to be provided by the independent auditors. Prior to engagement of the independent auditor for the fiscal year, KPMG submits to the Audit Committee for the Audit Committee’s pre-approval:

  203. Approval

    | • | A description of, and estimated costs for, the proposed audit services to be provided by the independent auditors for that fiscal year. |

  204. Approval

    | • | A description of, and estimated costs for, the proposed non-audit services to be provided by the independent auditors for that fiscal year. These non-audit services are comprised of permissible audit-related, tax and other services, and descriptions and estimated costs are proposed for these permissible non-audit services. |

  205. Approval

    Audit and permissible non-audit services which are pre-approved by the Audit Committee pursuant to this review may be performed by KPMG during the fiscal year. During the course of the year, KPMG periodically reports to the Audit Committee on the audit and non-audit services which are being provided to the Company pursuant to these pre-approvals. In addition to pre-approving all audit and permissible non-audit services at the beginning of the fiscal year, the Audit Committee has also instituted a procedure for the consideration of additional services that arise during the course of the year for which the Company desires to retain KPMG. Pre-approval of such services can be made either pursuant to a policies and procedures approach, or pursuant to specific approval. Under a policies and procedures approach, the Audit Committee has specified that additional services in the following categories can be undertaken by KPMG if they fall within the individual dollar limits per project and aggregate dollar limits for all projects of that type per year set forth below and are reported to the Audit Committee at its next meeting:

  206. Approval

    | Category of Service | Individual Limit | Aggregate Limit | | Accounting/Reporting Advice | $5,000 | $15,000 | | Other Audit-related services | $5,000 | $15,000 | | Tax Compliance | $20,000 | $50,000 | | Tax Advice | $25,000 | $50,000 | | Customs and VAT | $10,000 | $25,000 |

  207. Approval

    For additional projects that do not fall within the policies and procedures limits set forth above, those projects can be specifically pre-approved by the Audit Committee in the following manner. For individual projects with estimated fees of $75,000 or less which have not previously been pre-approved by the Audit Committee, the Chair of the Audit Committee is authorized to pre-approve such services. KPMG reports any services which are pre-approved in this manner to the full Audit Committee at its next meeting. Any proposed additional projects with an estimated cost of more than $75,000 must be pre-approved by the full Audit Committee prior to the engagement of KPMG. Voting Securities and Principal Holders