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What changed in Hasbro's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Hasbro's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+369 added330 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-27)

Top changes in Hasbro's 2025 10-K

369 paragraphs added · 330 removed · 242 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

72 edited+30 added23 removed44 unchanged
Biggest changeRecent examples include: the popular Monopoly Go! free-to-play mobile game, released by Scopely, Inc. during 2023 and based on the classic board game, MONOPOLY; the 2023 release of Baldur's Gate 3, the DUNGEONS & DRAGONS-based role-playing video game from our partners at Larian Studios which won several awards, including Game of the Year at the 10th annual Game Awards; and our 2022 acquisition of D&D Beyond, the premier digital content platform for DUNGEONS & DRAGONS.
Biggest changeRecent examples include: the popular MONOPOLY GO! free-to-play mobile game, released in 2023 by Scopely, Inc., based on the classic board game, MONOPOLY; the 2023 release of Baldur's Gate 3, the DUNGEONS & DRAGONS-based role-playing video game from our partners at Larian Studios which won several awards, including Game of the Year at the 10th annual Game Awards; and the internal development of a variety of digital games, including EXODUS, a sci-fi role-playing game, and WARLOCK: DUNGEONS & DRAGONS, an original third person single-player action-adventure game, both of which currently in development for PC, PlayStation 5 and Xbox, and are expected to be released in 2027. 8 Table of Contents the developed and launched digital version of the MAGIC: THE GATHERING card game , Magic: The Gathering Arena and its related mobile application, both of which complement the Company's direct-to-customer relationships with our new and long-time MAGIC: THE GATHERING fan-base.
Through our franchise-first approach, we unlock value from both new and legacy IP, including MAGIC: THE GATHERING, DUNGEONS & DRAGONS, MONOPOLY, HASBRO GAMES, NERF, TRANSFORMERS, PLAY-DOH and PEPPA PIG, as well as premier partner brands.
Through our franchise-first approach, we unlock value from both new and legacy IP, including MAGIC: THE GATHERING, MONOPOLY, HASBRO GAMES, PLAY-DOH, TRANSFORMERS, DUNGEONS & DRAGONS, NERF, and PEPPA PIG, as well as premier partner brands.
As a Company, we possess three competitive advantages: 1) a broad and deep brand portfolio rooted in play; 2) one of the biggest and most diverse licensing businesses in the world and 3) a profitable games business anchored by MAGIC: THE GATHERING, MONOPOLY, DUNGEONS & DRAGONS, and Hasbro gaming classics. Our competitive advantages reinforce one another.
As a Company, we possess three competitive advantages: 1) a broad and deep brand portfolio rooted in play; 2) one of the biggest and most diverse licensing businesses in the world and 3) a profitable games business anchored by MAGIC: THE GATHERING, DUNGEONS & DRAGONS, MONOPOLY, and Hasbro gaming classics. Our competitive advantages reinforce one another.
To successfully execute our gaming strategy, we focus on brands that capitalize on existing trends while evolving our approach using consumer insights and data analytics, technology advancements and offering game-play experiences addressed to consumer demand for face-to-face, trading card and digital game experiences played as board, off-the-board, digital, card, electronic, trading card and role-playing games.
To successfully execute our gaming strategy, we focus on brands that capitalize on existing trends while evolving our approach using consumer insights and data analytics, technology advancements and offering game-play experiences addressed to consumer demand for face-to-face, trading card and digital game experiences played as board, off-the-board, digital, electronic, trading card and role-playing games.
Spanning action role-playing games for web-based play, PC and gaming consoles, to Hasbro branded mobile application-based games, our digital gaming business helps to unlock the full value of our brands and achieve our mission of storytelling and bringing our brands to life.
Spanning action role-playing games for web-based play, PC and gaming consoles, and Hasbro branded mobile application-based games, our digital gaming business helps to unlock the full value of our brands to achieve our mission of storytelling and bringing our brands to life.
The pace of change in innovation and complexity of our product offerings is expected to continue to evolve as we adopt artificial intelligence in the development new brands and products.
The pace of change in innovation and complexity of our product offerings is expected to continue to evolve as we adopt artificial intelligence in the development of new brands and products.
The global marketing group works with the global development function to deliver unified, brand-specific consumer experiences. In addition to the global marketing function, our local selling entities employ sales and marketing functions responsible for local market activities and execution.
Our global marketing group works with the global development function to deliver unified, brand-specific consumer experiences. In addition to the global marketing function, our local selling entities employ sales and marketing functions responsible for local market activities and execution.
As a result, our products not only compete with those offerings produced by other toy and game manufacturers and companies offering branded family play and entertainment, we also compete, particularly in meeting the demands of older children, with entertainment offerings of many technology companies, such as makers of tablets, mobile devices, video games and other digital gaming products and screens, and social media companies.
As a result, our products not only compete with those offerings produced by other toy and game manufacturers and companies offering branded family play and entertainment, we also compete, particularly in meeting the demands of older children and adults, with entertainment offerings of many technology companies, such as makers of tablets, mobile devices, video games and other digital gaming products and screens, and social media companies.
Further corporate governance information, including our articles of incorporation, bylaws, governance guidelines, committee charters, and code of business conduct and ethics, is also available on our investor relations website https://hasbro.gcs-web.com, under “Corporate Investors Corporate Governance.” The contents of our website are not intended to be incorporated by reference into this Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. 16 Table of Contents
Further corporate governance information, including our articles of incorporation, bylaws, governance guidelines, committee charters, and code of business conduct and ethics, is also available on our investor relations website https://hasbro.gcs-web.com, under “Corporate Investors Corporate Governance.” The contents of our website are not intended to be incorporated by reference into this Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. 17 Table of Contents
Risk Factors, of this Form 10-K for a further discussion of risks relating to customer concentration. Advertising We advertise many of our products and brands through digital marketing, social media and on television.
Risk Factors, of this Form 10-K for a further discussion of risks relating to customer concentration. Advertising We advertise many of our products and brands through digital marketing, social media and television.
Hasbro is one of the world’s largest and most diverse licensors, and a growing part of our Playing to Win strategy is to extend the reach of our brands through the out-licensing of our intellectual properties to third parties for consumer products, digital games and entertainment. Consumer Products Licensing : We license our intellectual property for a variety of consumer products, including apparel, publishing, home goods and electronics, or in certain situations, toy products where the out-licensing of brands is more effective and profitable than developing and marketing the products ourselves.
Hasbro is one of the world’s largest and most diverse licensors, and a growing part of our Playing to Win strategy is to extend the reach of our brands through the out-licensing of our intellectual properties to third parties for consumer products, digital games and entertainment. Consumer Products Licensing : We license our intellectual property for a variety of consumer promotional events and products, including apparel, publishing, home goods and electronics, or in certain situations, toy products where the out-licensing of brands is more effective and profitable than developing and marketing the products ourselves.
We make our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, available free of charge on or through the investor section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.
We make our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, available free of charge on or through the investor section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Key to our success is the continued investment in, growth and development of, our digital gaming business, including development of AAA games, games as a service and licensed games.
Key to our success is the continued investment in and growth and development of our digital gaming business, including development of AAA and AA games, games as a service and licensed games.
Our games business adds further strength to our balance sheet giving us the investment dollars to upgrade core capabilities like design, supply chain, and marketing and gives us new ways to expand our brands’ reach, particularly in digital. Operational Excellence: Transforming Hasbro. We are midway through a turnaround.
Our games business adds further strength to our balance sheet giving us the investment dollars to upgrade core capabilities like design, supply chain, and marketing and gives us new ways to expand our brands’ reach, particularly in digital. Operational Excellence: Transforming Hasbro. We are midway through a transformation.
Rights to such designs and ideas, when acquired or licensed by us, are usually exclusive for particular categories and the agreements require us to pay the designer a royalty on our net sales of the item. These designer royalty agreements may also provide for advance royalties and minimum guarantees.
Rights to such designs and ideas, when acquired or licensed by us, are usually exclusive for particular categories and the agreements generally require us to pay the designer a royalty on our net sales of the item. These designer licensing agreements may also provide for advance royalties and minimum guarantees.
Our products are developed by a global development function, which is responsible for the development, design and engineering of new products and their packaging and the innovation, improvement or modification of ongoing products. Much of this work is performed by our internal staff of designers, artists, model makers and engineers.
Our products are developed by a global development function, which is responsible for the development, design and engineering of new products and their packaging along with the innovation, improvement or modification of ongoing products. Much of this work is performed by our internal staff of designers, artists, model makers and engineers.
Under these agreements, licensees either pay us a sales-based or usage-based royalty, or a combination of both, for use of our brands, and, in some cases, the license arrangements are subject to minimum guaranteed amounts or fixed fees, over the term of the license.
Under these agreements, licensees generally pay us a sales-based royalty, usage-based royalty, or a combination of both for use of our brands and, in some cases, the license arrangements are subject to minimum guaranteed amounts or fixed fees, over the term of the license.
(2) Prior thereto, Ms. Goetter served as Chief Financial Officer at Harley Davidson, Inc. from 2020 to 2023. Prior to her time at Harley Davidson, Ms. Goetter served in senior leadership roles at Tyson Foods, Inc. from 2019 to 2020 and General Mills, Inc. from 1998 to 2019. (3) Prior to joining Hasbro in 2023, Mr.
(2) Prior thereto, Ms. Goetter served as Chief Financial Officer at Harley-Davidson, Inc. from 2020 to 2023. Prior to her time at Harley-Davidson Inc., Ms. Goetter served in senior leadership roles at Tyson Foods, Inc. from 2019 to 2020 and General Mills, Inc. from 1998 to 2019. (3) Prior thereto, Mr.
Our entertainment offerings also require us to pay royalties and participations to those involved in the creation of the content, such as producers, writers, directors and actors. Marketing and Sales, Customer Concentration and Advertising Marketing and Sales Our global marketing function establishes brand direction and messaging and assists the selling entities in establishing local marketing programs.
Our entertainment offerings also require us to pay royalties and participations to those involved in the creation of our content, such as producers, writers, directors and actors. 10 Table of Contents Marketing and Sales, Customer Concentration and Advertising Marketing and Sales Our global marketing function establishes brand direction and messaging and assists the selling entities in establishing local marketing programs.
With our cross-platform capabilities, our entertainment business leverages film and television production and sales, digital content and children's programming to create compelling 9 Table of Contents entertainment and drive creativity and overall awareness across brands with merchandising and licensing tie-ins.
With our cross-platform capabilities, our entertainment business leverages film and television production and sales, digital content and children's programming to create compelling entertainment and drive creativity and overall awareness across brands with merchandising and licensing tie-ins.
Prior to that she served head of human resources for Amazon Games from 2020 to 2021 and as Vice President of Human Resources at Wizards of the Coast from 2016 to 2020, and in different HR and Operations roles during a 16-year career at Microsoft.
Barbacovi served as Chief People Officer at Bungie from 2021 to 2024. Prior to that she served head of human resources for Amazon Games from 2020 to 2021 and as Vice President of Human Resources at Wizards of the Coast from 2016 to 2020, and in different HR and Operations roles during a 16-year career at Microsoft.
(6) Prior thereto, Senior Vice President, Chief Legal Officer and Secretary from 2018 to 2019 and Senior Vice President and Deputy General Counsel from 2010 to 2018. Availability of Information Our internet address is http://www.hasbro.com.
(7) Prior thereto, Senior Vice President, Chief Legal Officer and Secretary from 2018 to 2019 and Senior Vice President and Deputy General Counsel from 2010 to 2018. 16 Table of Contents Availability of Information Our internet address is http://www.hasbro.com.
Kilpin served as Executive Chairman and Chief Executive Officer of PlayMonster Group, LLC from 2020 to 2023. Prior thereto, Mr. Kilpin held senior leadership positions within the toy and entertainment industry at companies that include Activision Blizzard, Inc., Mattel, Inc. and The Walt Disney Company. (4) Prior to joining Hasbro in 2024, during a twelve-year tenure, Mr.
(5) Prior to joining Hasbro in 2023, Mr. Kilpin served as Executive Chairman and Chief Executive Officer of PlayMonster Group, LLC from 2020 to 2023. Prior thereto, Mr. Kilpin held senior leadership positions within the toy and entertainment industry at companies that include Activision Blizzard, Inc., Mattel, Inc. and The Walt Disney Company.
Our key brands are: MAGIC: THE GATHERING Hasbro Games PLAY-DOH TRANSFORMERS DUNGEONS & DRAGONS PEPPA PIG NERF Additionally, through license agreements with third parties, we develop and sell products based on popular third-party brands through these channels.
Our key brands include: MAGIC: THE GATHERING MONOPOLY HASBRO GAMES PLAY-DOH TRANSFORMERS DUNGEONS & DRAGONS ("D&D") NERF PEPPA PIG 7 Table of Contents Additionally, through license agreements with third parties, we develop and sell products based on popular third-party brands through these channels.
Toys are often the first handshake we have with consumers, providing an opportunity for consumers at all ages to enjoy our brands. Games offer consumers additional channels to experience our brands, both in traditional format and through digital games.
Games, IP, and toys each play an important role in driving our play-focused mission. Toys are often the first handshake we have with consumers, providing an opportunity for consumers at all ages to enjoy our brands. Games offer consumers additional channels to experience our brands, both in traditional format and through digital games.
Name Age Position and Office Held Period Serving in Current Position Chris Cocks (1) 51 Chief Executive Officer Since 2022 Gina Goetter (2) 48 Chief Financial Officer and Chief Operating Officer Since 2023 Tim Kilpin (3) 64 President, Toys, Board Games, Licensing and Entertainment Since 2023 John Hight (4) 64 President, Wizards of the Coast and Digital Gaming Since 2024 Holly Barbacovi (5) 48 Executive Vice President and Chief People Officer Since 2024 Tarrant Sibley (6) 56 Executive Vice President and Chief Legal Officer and Corporate Secretary Since 2019 15 Table of Contents (1) Prior thereto, President and Chief Operating Officer of Wizards of the Coast and Digital Gaming from 2021, and President of Wizards of the Coast from 2016 to 2021.
Name Age Position and Office Held Period Serving in Current Position Chris Cocks (1) 52 Chief Executive Officer Since 2022 Gina Goetter (2) 49 Chief Financial Officer and Chief Operating Officer Since 2023 Jason Bunge (3) 51 Chief Marketing Officer Since 2023 Holly Barbacovi (4) 49 Chief People Officer Since 2024 Tim Kilpin (5) 65 President, Toys, Board Games, Licensing and Entertainment Since 2023 John Hight (6) 65 President, Wizards of the Coast and Digital Gaming Since 2024 Tarrant Sibley (7) 57 Chief Legal Officer and Corporate Secretary Since 2019 (1) Prior thereto, President and Chief Operating Officer of Wizards of the Coast and Digital Gaming from 2021, and President of Wizards of the Coast from 2016 to 2021.
Failure to comply with any of those restrictions can subject us to severe liabilities. We continue to monitor the developments of regulation in the area of artificial intelligence as this area continues to evolve and we integrate it into our products.
Failure to comply with any of those restrictions can subject us to severe liabilities. We continue to monitor the developments of regulation in the area of artificial intelligence as applicable to our business as this area continues to evolve and remains uncertain.
Over the past two years our transformation initiatives have focused on: Divestiture of eOne (as defined below) which returned “play” to the center of our mission and investment priorities, ultimately reducing content spend by over 90%. 7 Table of Contents Reducing complexity across the business, including significantly reducing SKU count, reducing owned inventory levels and reducing the cost structure. Reinvigorating licensing and expanding into new partnerships across toys, gaming and experiences. Accelerating digital initiatives and digitally-orientated partnerships. Right-sizing our organizational structure.
Over the past several years our initiatives have focused on: Reinvigorating licensing by expanding into new partnerships across toys, gaming and experiences and by strengthening existing partnerships with key partners, including the extension of our agreement with The Walt Disney Company. Accelerating digital initiatives and digitally-orientated partnerships. Right-sizing our organizational structure. Reducing complexity across the business, including significantly reducing SKU count, reducing owned inventory levels and reducing the cost structure. Divestiture of the non-core film and TV business of eOne (as defined below) which returned “play” to the center of our mission and investment priorities, ultimately reducing content spend by over 90%.
To significantly extend our consumer reach and drive for revenue and profit growth, we are focusing on five key strategic building blocks: Profitable Franchises: Focus on improving the fundamentals of profitable, play-focused brands, through innovation, partnership, operational excellence, managed cost-discipline and retail execution. 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. Everyone Plays: Engage across the play spectrum to where we under-index and capture new consumers across demographics and markets. Digital and Direct: Embrace new ways to engage with our consumers through video games, digital technology and direct-to-consumer interactions. Partner Scale: Capitalize on our partners’ investments and scale to enhance our brands through strategic relationships and licensing arrangements.
To significantly extend our consumer reach and drive for revenue and profit growth, we are focusing on five key strategic building blocks: 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. 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. Everyone Plays: Engage across the play spectrum to where we under-index and capture new consumers across demographics and markets. Digital and Direct: Embrace new ways to engage with our consumers through video games, digital technology and direct-to-consumer interactions. Partner Scale: Capitalize on our partners’ investments and scale to enhance our brands through strategic relationships and licensing arrangements.
Trademarks, Copyrights and Patents We seek to protect our products, for the most part, and in as many countries as practical, through registered trademarks, copyrights and patents to the extent that such protection is available, cost effective, and meaningful. The loss of such rights concerning any particular product is unlikely to result in significant harm to our business.
Trademarks, Copyrights and Patents We seek to protect our products, for the most part, and in as many countries as practical, through registered trademarks, copyrights and patents to the extent that such protection is available, cost effective, and meaningful.
Government Regulation Our toy and game products sold in the United States are subject to the provisions of The Consumer Product Safety Act, as amended by the Consumer Product Safety Improvement Act of 2008, (as amended, the “CPSIA”), The Federal Hazardous Substances Act (the “FHSA”), The Flammable Fabrics Act (the “FFA”), and the regulations promulgated thereunder.
The loss of such rights concerning any particular product is unlikely to result in significant harm to our business. 14 Table of Contents Government Regulation Our toy and game products sold in the United States are subject to the provisions of The Consumer Product Safety Act, as amended by the Consumer Product Safety Improvement Act of 2008 (as amended, the “CPSIA”), The Federal Hazardous Substances Act (the “FHSA”), The Flammable Fabrics Act (the “FFA”), and the regulations promulgated thereunder.
Further, we maintain programs to comply with various United States federal, state, local and international requirements relating to the environment, health, safety and other matters. Our Executive Officers The following persons are our executive officers. Such executive officers are elected annually. The position(s) and office(s) listed below are the principal position(s) and office(s) held by such persons with the Company.
Further, we maintain programs to comply with various United States federal, state, local and international requirements relating to the environment, health, safety and other matters. 15 Table of Contents Our Executive Officers The following persons are our executive officers. Such executive officers are elected annually.
Licensing drives our brands across consumer product categories, screens and experiences. Our first handshake with consumers; a cash generative business in a stable category driven by brands, innovation and licenses.
Our first handshake with consumers; a cash generative business in a stable category driven by brands, innovation and licenses.
Our brands obtain marketing and advertising support through entertainment appearing on major networks globally, theatrical releases as well as on various other digital platforms. Many of our new products are introduced to major customers within one to two years leading up to their year of retail introduction. Our advertising expenditures are impacted by our product mix in any given year.
Our brands obtain marketing and advertising support through entertainment appearing on major networks globally and theatrical releases, as well as on various other digital platforms, including the use of influencers and social media. Many of our new products are introduced to major customers within one to two years prior to their year of retail introduction.
We support our team members in giving back through our volunteer program which grants employees four hours paid time off per month to volunteer. In addition, throughout the year, our Philanthropy and Social Impact team organizes team-building and skills-based volunteer projects, which provide our employees with the opportunity to make a meaningful difference in their communities around the world.
In addition, throughout the year, our Philanthropy and Social Impact team organizes team-building and skills-based volunteer projects, which provide our employees with the opportunity to make a meaningful difference in their communities around the world.
Customer Concentration During 2024, net revenues from our top five customers accounted for approximately 36% of our consolidated global net revenues, including our largest customers, Wal-Mart, Inc. and Amazon.com, Inc. who together represented 23% of consolidated global net revenues, with each accounting for 12% and 11%, respectively. Please see Part I, Item 1A.
Customer Concentration In 2025, net revenues from our top five customers accounted for approximately 35% of our consolidated global net revenues. Our largest customers, Amazon.com, Inc. and Wal-Mart, Inc. together represented 20% of consolidated global net revenues, with each accounting for 11% and 9%, respectively. Refer to Part I, Item 1A.
Our Chief People Officer, who reports to the CEO and is a member of our ELT, is responsible for developing and executing key aspects of our human capital strategy, including the attraction, acquisition, development and engagement of talent to deliver on the Company’s strategy, the design of competitive compensation and employee benefit programs.
The Compensation and Talent Committee of the Board oversees our compensation programs as well as talent management, including with respect to recruitment, leadership, career development, succession planning, employee engagement, Company culture and retention. 13 Table of Contents Our Chief People Officer, who reports to the CEO and is a member of our ELT, is responsible for developing and executing key aspects of our human capital strategy, including the attraction, acquisition, development and engagement of talent to deliver on the Company’s strategy, the design of competitive compensation and employee benefit programs.
The persons listed below generally also serve as officers and directors of certain of our various subsidiaries at our request.
The positions and offices listed below are the principal positions and offices held by such persons within the Company. The persons listed below generally also serve as officers and directors of certain of our various subsidiaries at our request.
These games include: MAGIC: THE GATHERING, one of the original collectible card games, is a strategic trading card game with compelling characters in multiple universes that continue to expand through new card sets, including with well-known third-party properties such as The Lord of the Rings: Tales of Middle-Earth card set released in 2023.
These games include: MAGIC: THE GATHERING, one of the original collectible card games, is a strategic trading card game with compelling characters in multiple universes that continue to expand through new card sets, including Universes Beyond sets with well-known third-party brands such as Final Fantasy, Avatar: The Last Airbender , and Marvel's Spider-Man , released in 2025.
There are dice and basic rules involved, and often maps and miniatures or tokens, but the tools that come into play most often are the imaginations of the players. An update to the fifth edition of the D&D rule set was published in 2024.
There are dice and basic rules involved, along with maps and miniatures or tokens, but the tools that come into play most often are the imaginations of the players.
These experiences bring our brands to life and further immerse our consumers in our storytelling in a capital efficient manner. Entertainment . Reinforcing storylines associated with our owned and controlled brands through entertainment mediums, including television, film, digital content and other programming is our primary entertainment strategy.
Reinforcing storylines associated with our owned and controlled brands through entertainment mediums, including television, film, digital content and other programming is our primary entertainment strategy.
We are increasingly promoting our brands through the out-licensing of our intellectual properties to third parties for a wide range of digital games, consumer products and location-based experiences.
Our royalty expense in any given year may vary depending upon product mix and the timing of movie releases and other entertainment media. We are increasingly promoting our brands through the out-licensing of our intellectual properties to third parties for a wide range of digital games, consumer products and location-based experiences.
Consumer product safety laws also exist in some states and cities within the United States and in many international markets including Canada, Australia, Asia and Europe. We utilize independent third-party laboratories that employ testing and other procedures intended to maintain compliance with the CPSIA, the FHSA, the FFA, other applicable domestic and international product standards, and our own standards.
We utilize independent third-party laboratories that employ testing and other procedures intended to maintain compliance with the CPSIA, the FHSA, the FFA, other applicable domestic and international product standards, and our own standards.
Our compensation program includes base pay, equity compensation (for certain levels), annual incentives, and a robust recognition program. Competitive compensation is the cornerstone of our total rewards program. We regularly review salary ratios for men and women in similar roles to help maintain internal equity and market competitiveness across the globe.
Competitive compensation is the cornerstone of our total rewards program. We regularly review salary ratios for men and women in similar roles to help maintain internal equity and market competitiveness across the globe. We review both industry and local market data at least annually to identify trends and market gaps to maintain the competitiveness of our compensation program.
The CPSC can file an action to seize and condemn an “imminently hazardous consumer product” under the CPSIA and may also order equitable remedies such as recall, replacement, repair or refund for the product. The FHSA provides for the repurchase by the manufacturer of articles that are banned.
The CPSC has the authority to seek to declare a product “a banned hazardous substance” under the CPSIA and to ban it from commerce. The CPSC can file an action to seize and condemn an “imminently hazardous consumer product” under the CPSIA and may also order equitable remedies such as recall, replacement, repair or refund for the product.
Hight served as Senior Vice President and General Manager of the Warcraft franchise at Blizzard Entertainment, overseeing all development and commercial activities for World of Warcraft, Hearthstone and Warcraft Rumble. Prior to that, Mr. Hight oversaw development of God of War 3 and the PlayStation Network for Sony’s Santa Monica Studio.
(6) Prior to joining Hasbro in 2024, during a twelve-year tenure, Mr. Hight served as Senior Vice President and General Manager of the Warcraft franchise at Blizzard Entertainment, overseeing all development and commercial activities for World of Warcraft, Hearthstone and Warcraft Rumble. Prior to that, Mr.
Key partner brands include: MARVEL, including SPIDER-MAN and THE AVENGERS (1) LUCASFILMS' STAR WARS (1) BEYBLADE SECRET LAIR partners such as Final Fantasy, The Lord of the Rings, and Fallout ( 1) Owned by The Walt Disney Company (“Disney”).
Key brands include: MARVEL, including SPIDER-MAN and THE AVENGERS (1) LUCASFILMS' STAR WARS (1) BEYBLADE Final Fantasy, Avatar: The Last Airbender , and Fallout, which collaborate with our MAGIC collectibles through SECRET LAIR projects (1) Owned by The Walt Disney Company (“Disney”).
Operational Excellence Program In 2024, we continued to execute on our Operational Excellence program, an ongoing enterprise-wide cost-savings initiative that includes targeted cost-savings, supply chain transformation and certain other restructuring actions designed to drive growth and enhance shareholder value.
In addition, we saw strong success from partner licensed brands, such as MARVEL. Licensing in our Consumer Products segment continues to drive strong operating profit. 5 Table of Contents Operational Excellence Program In 2025, we continued to execute on our Operational Excellence program, an ongoing enterprise-wide cost-savings initiative that includes targeted cost-savings, supply chain transformation and certain other restructuring actions designed to drive growth and enhance shareholder value.
However, significant volatility in the prices of any of these materials may require renegotiation with our suppliers during the year. Competition We are a worldwide leader in the development, design, sale and marketing of games and toys, operating in a highly competitive business environment.
Competition We are a worldwide leader in the development, design, sale and marketing of games and toys, operating in a highly competitive business environment.
We work diligently to foster an inclusive culture that reflects the consumers and communities we serve globally. Focus Area: Compensation & Well-being of Employees Employee attraction, development, motivation and retention has long been a key Hasbro priority. We recognize and reward our employees with a total rewards package that includes competitive compensation and comprehensive benefits.
Focus Area: Compensation & Well-being of Employees Employee attraction, development, motivation and retention has long been a key Hasbro priority. We recognize and reward our employees with a total rewards package that includes competitive compensation and comprehensive benefits. Our compensation program includes base pay, equity compensation (for certain levels), annual incentives, and a robust recognition program.
ESG topics, such as climate and sustainability, human rights and ethical sourcing, are regular agenda items at Governance Committee meetings. The Governance Committee analyzes these issues and makes recommendations to the full Board. In 12 Table of Contents addition, the Audit Committee of our Board oversees SEC and public disclosures in specific matters, such as conflict minerals, and enterprise risk.
Governance ESG governance starts with our Board of Directors ("Board"), with specific oversight by our Nominating, Governance and Social Responsibility Committee of the Board ("Governance Committee"). ESG topics, such as climate and sustainability, human rights and ethical sourcing are regular agenda items at Governance Committee meetings. The Governance Committee analyzes these issues and makes recommendations to the full Board.
In 2024 and 2023, the second half of the year accounted for approxima tely 58% and 56% of full year revenues, respectively, with the third and fourth quarters accounting for approximately 31% and 27%, respectively, of full year net revenues in 2024 and 30% and 26%, respectively, of full year revenues in each of the third and fourth quarters of 2023.
In 2025 and 2024, the second half of the year accounted for approximately 60% and 58% of full year revenues, respectively, with the third and fourth quarters accounting for approximately 30% and 30%, respectively, of full year net revenues in 2025 and 31% and 27%, respectively, of full year revenues in each of the third and fourth quarters of 2024. 12 Table of Contents Environmental, Social and Governance The following discusses our governance and focus areas of our Environmental, Social and Governance (ESG) efforts.
Licensing fees for these rights are generally paid as a royalty on our net sales of the item. Licenses for the use of characters may be exclusive for specific products or product lines in specified territories, or may be non-exclusive, in which case our product offerings may be competing with the product offerings of other licensees.
Licenses for the use of characters may be exclusive for specific products or product lines in specified territories, or may be non-exclusive, in which case our product offerings may be competing with the product offerings of other licensees. In many instances, advance royalties and minimum guarantees are required by these license agreements.
Approximately 9% of our employees globally are covered by unions or collective bargaining agreements. Focus Area: Inclusion and Belonging We believe that the more inclusive we are as a company, the more effective our employees will be and the stronger our business will perform.
Focus Area: Inclusion and Belonging We believe that the more inclusive we are as a company, the more effective our employees will be and the stronger our business will perform. We work diligently to foster an inclusive culture that reflects the consumers and communities we serve globally.
Our Business: Games, IP, and Toys. We operate in three lines of business: games, IP, and toys, each playing a role in driving our play-focused mission. Games IP Licensing & Entertainment Toys Our high profit, high growth investment center. As consumers embrace digital, our game portfolio offers new channels to express our brands. Our capital-lite, partner scale opportunity.
Games IP Licensing & Entertainment Toys Our high profit, high growth investment center. As consumers embrace digital, our game portfolio offers new channels to express our brands. Our capital-light, partner scale opportunity. Licensing drives our brands across consumer product categories, screens and experiences.
Royalties and Participations We produce an array of products under licenses based on our partners’ trademarks and copyrights for the names or likenesses of characters from movies, television shows and other entertainment media. We compete with other toy and game manufacturers for these licensed rights.
We have also entered into key partnerships with external studios, in an effort to leverage their expertise to bring our brands to life in new, unique ways. Royalties and Participations We produce an array of products under licenses based on our partners’ trademarks and copyrights for the names or likenesses of characters from movies, television shows and other entertainment media.
Another recent example, in 2024, we saw a resurgence from MY LITTLE PONY through licensing across merchandising categories, music, and trading card products. Digital Games Licensing : We out-license certain of our brands to other third-party digital game developers who transform Hasbro brand-based characters and other intellectual properties into digital gaming experiences such as Monopoly Go! and Baldur's Gate 3 discussed above. Location-Based Entertainment : Location-based entertainment (“LBE”) includes licensing our brands to theme parks, water parks, hotels and resorts, family entertainment centers, retail, dining and entertainment, shows, exhibits and exhibitions such as Hasbro City, the recently-opened Hasbro-themed family entertainment center located in Paseo Interlomas, Mexico featuring thrilling theme park rides and experiences, live shows, food and beverage options and the region's first Hasbro-themed retail location.
A recent example of this includes a return of MONOPOLY at McDonald's for the first time in a decade, which featured a new digital-first format, and a resurgence from MY LITTLE PONY through licensing across merchandising categories, music, and trading card products. Digital Games Licensing : We out-license certain of our brands to other third-party digital game developers who transform Hasbro brand-based characters and other intellectual properties into digital gaming experiences such as MONOPOLY GO! and Baldur's Gate 3.
Our toy and game brands fuel our licensing business. Our licensing business receives external capital and marketing investments which strengthen our brands and our bottom line.
Our toy and game brands fuel our licensing business. Our licensing business delivers substantial investment from third-parties which strengthen our brands and our bottom line.
Now we are continuing to transform the business by upgrading our systems and talent with an emphasis on: Process and systems modernization across IT, accounting, finance and HR. Supply chain excellence to continue improving predictability, costs and services across the network. Design acceleration to improve the time to market, improve agility and reduce costs. Adoption of artificial intelligence (“AI”) and digital solutions to innovate, improve operational efficiency, and go to market digitally.
We are continuing to transform the business by upgrading our systems and talent with an emphasis on: Rapid adoption of AI, including launching new enabled services and digital solutions to innovate, improve operational efficiency, and go to market digitally. Modernizing how we design and develop products and work with manufacturers to improve the time to market, improve agility and reduce costs. Process and systems modernization across IT, accounting, finance and HR. Supply chain excellence to continue improving predictability, costs and services across the network. Establishing an inspired workforce with a performance culture built on solid fundamentals, strong values and bar-raising feedback. Build a real "test and learn" engine to enable ideas to move from concept to market with speed, evidence and consumer co-creation.
Focus Area: Talent Development and Performance Management We are committed to the continued development of our people. Strategic talent assessments and succession planning occur on a planned cadence biannually globally and across all business areas.
Strategic talent assessments and succession planning occur on a planned cadence biannually globally and across all business areas. The CEO and Chief People Officer convene meetings with senior company leadership and the Board to review the full talent pipeline with a focus on our top company talent.
Our comprehensive benefit program includes robust core benefits, voluntary benefits, product discounts and a well-being program that help people integrate work and life commitments. We evaluate the benefit program annually to ensure our offer continues to meet the needs of our employees, remains competitive in the marketplace and continues to reflect the company values.
When designing our compensation and employee benefit programs, we consider the big picture of how these programs contribute to the overall employee experience. Our comprehensive benefit program includes robust core benefits, voluntary benefits, product discounts and a well-being program that help people integrate work and life commitments.
It includes the following platforms: Magic: The Gathering Arena - the free-to-play online adaptation of the MAGIC: THE GATHERING card game where players can explore the fantasy worlds of Magic: The Gathering Arena , play a variety of game formats to collect cards and test skills against friends and other players around the world, or enter in-game tournaments. SECRET LAIR - our internet-based storefront where MAGIC: THE GATHERING fans can purchase exclusive and limited versions of cards. D&D Beyond - the premier digital content platform for DUNGEONS & DRAGONS where fans can access online versions of official rule books, character sheets and catalogs, adventures, and other digital tools such as character builders and official D&D content available for purchase. Hasbro PULSE - Hasbro's ultimate fan ecommerce destination.
This game continues to be enhanced and has helped expand the user base of MAGIC players. SECRET LAIR our internet-based storefront where MAGIC: THE GATHERING fans can purchase exclusive and limited versions of cards. 9 Table of Contents D&D Beyond the premier digital content platform for DUNGEONS & DRAGONS where fans can access online versions of official rule books, character sheets and catalogs, adventures, and other digital tools such as character builders and official D&D content available for purchase. Hasbro PULSE Hasbro's ultimate fan ecommerce destination and sales platform, where fans get exclusive access to behind-the-scenes content, limited run and special edition collectibles and action figures, and other crowd-funded projects that bring dream products into premium reality.
The full Board receives regular updates regarding our ESG progress. In addition to Board-level governance, our CEO and the Executive Leadership Team ("ELT") regularly review our ESG performance, progress and opportunities. Our ELT and members of our global corporate sustainability team meet several times a year to ensure management oversight of the Company’s ESG strategy, impact and performance.
In addition, the Audit Committee of our Board oversees SEC and public disclosures in specific matters, such as conflict minerals, and enterprise risk. The full Board receives regular updates regarding our ESG progress. In addition to Board-level governance, our CEO and the Executive Leadership Team ("ELT") regularly review our ESG performance, progress and opportunities.
We invest in developing our employees by providing blended learning opportunities and in-house trainings and by offering third-party programs, including specialized trainings and broader academic pursuits. Focus Area: Philanthropy and Social Impact Giving back to our local and global communities is core to our heritage and our culture.
We provide opportunities for our employees to grow their careers through annual goal setting, development plans and quarterly conversations. We invest in developing our employees by providing blended learning opportunities and in-house trainings and by offering third-party programs, including specialized trainings and broader academic pursuits.
Principal brands include PEPPA PIG and MY LITTLE PONY whose content entertains children worldwide and generates revenues through licensing and merchandising programs across multiple retail categories. Another recent example is Transformers One , an animated film featuring the untold origin story of Optimus Prime and Megatron released in September 2024 in partnership with Paramount Pictures. Hasbro Direct .
Principal brands include PEPPA PIG and MY LITTLE PONY whose content entertains children worldwide and generates revenues through licensing and merchandising programs across multiple retail categories.
This group sets the direction for our global ESG strategy and ensures the integration of ESG throughout the organization and supply chain. Focus Area: Climate and Sustainability We recognize the impact our business can have on the environment and are working to reduce our footprint.
Focus Area: Climate and Sustainability We recognize the impact our business can have on the environment and are working to reduce our footprint. We view sustainability challenges as opportunities to innovate and to continuously improve our product design and operational efficiencies.
Our Mission and Strategy Our mission is to create joy and community through the magic of play, a universal need that lies at the heart of our brands. Games, IP, and toys each play an important role in driving our play-focused mission.
Through 2025, we have delivered almost $800 million of gross cost savings and are well on our path to our previous $1.0 billion commitment. Our Mission and Strategy Our mission is to create joy and community through the magic of play, a universal need that lies at the heart of our brands.
In 2025, we launched our refreshed strategy "Playing to Win" to refocus the Company on play and partnership. Through play fueled brand engagement and partner scaled co-investment, we plan 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, we plan to expand our consumer reach as a games, IP, and toy company. We seek to be one of the most profitable and diverse toy and game companies globally, powered by gamified, entertainment-driven, multi-purchase, multi-generational franchises.
Our ESG Committee is responsible for developing and executing our global ESG strategy, including our human rights and ethical sourcing programs for the workers across our supply and value chain. 13 Table of Contents Employees As of year-end 2024, we employed approximately 4,985 people worldwide, with approximately 54% of our employees in North America (47% in the United States; 7% in Canada), 20% in Europe, 18% in Asia Pacific, and 8% in Latin America (includes Mexico).
Our ESG Committee is responsible for developing and executing our global ESG strategy, including our human rights and ethical sourcing programs for the workers across our supply and value chain.
We also made significant progress in our cost-savings initiatives, and further strengthened our leadership team with industry veterans and turnaround experts. 2024 Business Results We finished 2024 with momentum, led by another record year in our Wizards of the Coast and Digital Games segment, continued success in licensing, and operating profit improvement across the Company. MAGIC: THE GATHERING had a solid year, nearly matching 2023’s record despite fewer set releases.
Recent Developments Fiscal year 2025 was a year of strong results, driven by our continued execution on our Playing to Win strategy and cost-savings initiatives. 2025 Business Results We finished 2025 with strong momentum, led by another record performance in our Wizards of the Coast and Digital Gaming segment, continued growth in licensing, and operating profit improvement across the Company. MAGIC: THE GATHERING had a record year, supported by the success of its Universes Beyond sets such as Avatar: The Last Airbender and Final Fantasy , which was the highest selling set of all-time based on net revenues.
MAGIC: THE GATHERING became Hasbro’s first billion-dollar brand in 2022. DUNGEONS & DRAGONS, one of the world’s most popular tabletop role-playing games, is a cooperative, storytelling game where players take on the roles of different characters within a 8 Table of Contents story.
Over the past several years, the MAGIC product line has been able to expand its user base with sets developed for existing and new play groups, including competitive players, casual, social players, collectors, digital players, and fans of "adjacent" universes. DUNGEONS & DRAGONS, one of the world’s most popular tabletop role-playing games, is a cooperative, storytelling game where players take on the roles of different characters within a story.
He also taught courses in game development for the Interactive Media Division of the USC School of Cinematics. (5) Prior to joining Hasbro in 2024, Ms. Barbacovi served as Chief People Officer at Bungie from 2021 to 2024.
Hight oversaw development of God of War 3 and the PlayStation Network for Sony’s Santa Monica Studio. He also taught courses in game development for the Interactive Media Division of the USC School of Cinematics.
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Recent Developments Fiscal year 2024 was a year of continued transformation for our business and we began to see tangible results from our initiatives. Specifically, we focused our efforts on strategic investments in our most valuable and profitable franchises across games, licensing, toys and entertainment.
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Edge of Eternities and Marvel's Spider-Man also contributed to performance as well as high demand for our backlist sets and Secret Lair offerings. • Digital licensing was once again led by Monopoly Go!, a mobile game from our partners at Scopely, Inc., and remains a meaningful contributor to licensing revenues. • In our Consumer Products segment, we saw solid performance from BEYBLADE, TRANSFORMERS and Hasbro Gaming, as well as success from recent innovation, such as the announcement of Baby Evie joining PEPPA PIG.
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Modern Horizons 3, Bloomburrow, and Duskmourn led performance in tentpole sets with backlist and Secret Lair demand also exceeding expectations. • Digital licensing growth was led by Monopoly Go! from our partners at Scopely, Inc., closing the year with a successful TV campaign and the launch of Tycoon Club.
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In 2025, we launched our refreshed strategy, "Playing to Win," to refocus the Company on inspiring a lifetime of play across more categories, more partners, and more ways to engage.
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We also continued to see sales from Baldur's Gate 3 after its successful release in 2023 by our partners at Larian Studios. • For DUNGEONS & DRAGONS, we celebrated the brand’s 50th Anniversary with the 2024 Players Handbook and Dungeon Master’s Guide, both top selling products in D&D’s history. • In our Consumer Products segment, we saw solid performance from BEYBLADE and TRANSFORMERS led by innovation and the animated film Transformers One with our partners at Paramount. • Licensing in our Consumer Products segment grew on the back of MY LITTLE PONY trading cards. • Our toys business had improved profitability behind supply chain productivity and lean inventory management.
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As part of our Playing to Win strategy, we have realigned our brand portfolios to correspond our refreshed strategy: • Grow Brands : Brands representing the highest margin, highest growth opportunities in categories where we see significant share and/or underlying market growth. • Optimize Brands : Brands representing opportunities to maintain or grow share while improving operating profit returns. • Reinvent Brands : Brands representing opportunities to reinvent or restructure to drive innovation and improved operating profit returns.
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Since this program was initiated in 2022, we have delivered approximately $600 million of gross cost savings and $320 million of net cost savings.
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Brands periodically are reclassified, based on changes in growth, profitability or other characteristics, and when those changes occur, the respective portfolio historical revenue is included within the new classification. 6 Table of Contents Our Business: Games, IP, and Toys. We operate in three lines of business: games, IP, and toys, each playing a role in driving our play-focused mission.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeConsumer interests change quickly and acceptance of toys and games and entertainment offerings are influenced by technological and outside factors, making it difficult to design and develop innovative products, play patterns and entertainment offerings which are and will continue to be popular with children, families and audiences.
Biggest changeAs our strategy increasingly relies on third-party partners to invest in and scale experiences based on our intellectual property, reductions in partner investment, shifts in partner priorities or changes in economic conditions could limit the growth, reach or profitability of these initiatives. 19 Table of Contents Consumer interests change quickly and acceptance of our product offerings are influenced by technological and outside factors, making it difficult to design and develop innovative products and other offerings which are and will continue to be popular with children, families, fans and audiences.
Third party licensees and partners of our brands or intellectual property may fail to honor their obligations to us or their actions may put us at risk. Licensing certain of our brands and intellectual property to third parties is also a significant part of our business strategy.
Third party licensees and partners of our brands may fail to honor their obligations to us or their actions may put us at risk. Licensing certain of our brands and intellectual property to third parties is also a significant part of our business strategy.
These international operations, including operations in emerging markets, have unique consumer preferences and business climates, present additional challenges and are subject to risks that may significantly harm our sales, increase our costs or otherwise damage our business, including: The imposition of tariffs as described in these risk factors, trade sanctions, quotas, border adjustment taxes or other protectionist measures; Political instability, civil unrest and economic instability; 21 Table of Contents Currency conversion risks and currency fluctuations; Potential challenges to our transfer pricing determinations and other aspects of our cross-border transactions, which can materially increase our taxes and other costs of doing business; Greater difficulty enforcing intellectual property rights and weaker laws protecting such rights; Complications in complying with different laws in varying jurisdictions and in dealing with changes in governmental policies and the evolution of laws and regulations and related enforcement, as such laws and policies relate to our products and approval of entertainment; Difficulties understanding the retail climate, consumer trends, local customs and competitive conditions in foreign markets which may be different from the U.S.; Natural disasters and the greater difficulty and cost in recovering therefrom; Difficulties in moving materials and products from one country to another, including port congestion, strikes, labor shortages and other events causing transportation delays and interruptions; Increased investment and operational complexity to make our products compatible with systems in various countries and compliant with local laws; and Changes in international labor costs and other costs of doing business internationally.
These international operations, including operations in emerging markets, have unique consumer preferences and business climates, present additional challenges and are subject to risks that may significantly harm our sales, increase our costs or otherwise damage our business, including: The imposition of tariffs as described in these risk factors, trade sanctions, quotas, border adjustment taxes or other protectionist measures; Political instability, civil unrest and economic instability; 22 Table of Contents Currency conversion risks and currency fluctuations; Potential challenges to our transfer pricing determinations and other aspects of our cross-border transactions, which can materially increase our taxes and other costs of doing business; Greater difficulty enforcing intellectual property rights and weaker laws protecting such rights; Complications in complying with different laws in varying jurisdictions and in dealing with changes in governmental policies and the evolution of laws and regulations and related enforcement, as such laws and policies relate to our products and approval of entertainment; Difficulties understanding the retail climate, consumer trends, local customs and competitive conditions in foreign markets which may be different from the U.S.; Natural disasters and the greater difficulty and cost in recovering therefrom; Difficulties in moving materials and products from one country to another, including port congestion, strikes, labor shortages and other events causing transportation delays and interruptions; Increased investment and operational complexity to make our products compatible with systems in various countries and compliant with local laws; and Changes in international labor costs and other costs of doing business internationally.
We compete with several large companies in our product categories, as well as with many smaller United States and international game and toy designers, manufacturers and marketers. In certain instances, we also compete with large retailers, who offer such products under their own private labels, often at lower prices.
We compete with several large companies in our product categories, as well as with many smaller United States and international game and toy designers, manufacturers and marketers. In certain instances, we compete with large retailers, who offer such products under their own private labels, often at lower prices.
The ability to accurately predict levels of inventory remains challenging in the current economic environment, and, in recent years, resulted in write-offs of excess inventory.
The ability to accurately predict levels of inventory remains challenging in the current economic environment, and, in recent years, has resulted in write-offs of excess inventory.
As a result, we face increased risk of not achieving sales sufficient to recover our costs and we may lose money on the development and sale of these products. There is no guaranty that a given game will be successful and it is possible we may cease development on a game after significant investment.
As a result, we face increased risk of not achieving sales sufficient to recover our costs and we may lose money on the development and sale of these products. There is no guarantee that a given game will be successful and it is possible we may cease development on a game after significant investment.
Cyber-attacks could also include supply chain attacks, which could cause a delay in the manufacturing of our products. In addition, we provide confidential and proprietary information to our third-party outsourcers and business partners in certain cases were doing so is necessary to conduct our business.
Cyber-attacks could also include supply chain attacks, which could cause a delay in the manufacturing of our products. In addition, we provide confidential and proprietary information to our third-party outsourcers and business partners in certain cases where doing so is necessary to conduct our business.
Additionally, the logistics of supplying more product within shorter time periods increases the risk that we will fail to achieve tight and compressed shipping schedules, which also may reduce our sales and harm our financial performance.
Additionally, the logistics of supplying more products within shorter time periods increases the risk that we will fail to achieve tight and compressed shipping schedules, which also may reduce our sales and harm our financial performance.
Outbreaks of communicable infections, diseases or other adverse public health conditions, such as COVID-19, in markets in which we, our employees, consumers, customers, partners, licensees, licensors, suppliers and manufacturers operate, has had and could in the future have a significant negative impact on our business, revenues and profitability.
Public health crises may disrupt our business. Outbreaks of communicable infections, diseases or other adverse public health conditions, such as COVID-19, in markets in which we, our employees, consumers, customers, partners, licensees, licensors, suppliers and manufacturers operate, has had and could in the future have a significant negative impact on our business, revenues and profitability.
Evolving consumer tastes and shifting interests, coupled with an ever-changing and expanding pipeline of products, technology and entertainment which compete for consumer interest and acceptance, create an environment in which some products, technology and entertainment offerings can fail to achieve consumer 18 Table of Contents acceptance or can be popular during a certain period of time but then be rapidly replaced.
Evolving consumer tastes and shifting interests, coupled with an ever-changing and expanding pipeline of products, technology and entertainment which compete for consumer interest and acceptance, create an environment in which some products, technology and entertainment offerings can fail to achieve consumer acceptance or can be popular during a certain period of time but then be rapidly replaced.
Furthermore, as we experienced with the bankruptcy of certain of our retailers in the past, the failure or lack of success of a significant retail customer could negatively impact our revenues and profitability. Our substantial business, sales and manufacturing operations outside the U.S. subject us to risks associated with international operations.
Furthermore, as we experienced with the bankruptcy of certain of our retailers in the past, the failure or lack of success of a significant retail customer could negatively impact our revenues and profitability. Our substantial business, sales and manufacturing operations outside the U.S. subject us to risks associated with international operations. We operate in numerous countries outside the U.S.
The impact of reductions in workforce or failing to retain key employees can be high due to increased risk of loss of important information, key knowledge and relationships, loss of creative talent, lost productivity, hiring and training costs, all of which could result in lower efficiency, profitability or otherwise harm the business.
The impact of the planned move, recent reductions in workforce or failing to retain key employees can be high due to increased risk of loss of important information, key knowledge and relationships, loss of creative talent, lost productivity, hiring and training costs, all of which could result in lower efficiency, profitability or otherwise harm the business.
The failure of our information systems or third-party hosted technology to perform as designed or our failure to implement and operate them effectively could disrupt our business, require significant capital investments to remediate a problem or subject us to liability. If our electronic data is compromised our business could be significantly harmed.
The failure of our information systems or third-party hosted technology to perform as designed or our failure to implement and operate them effectively could disrupt our business, require significant capital investments to remediate a problem or subject us to liability. 25 Table of Contents If our electronic data is compromised our business could be significantly harmed.
It is very difficult to predict consumer acceptance with certainty due to, among other things, the increasing utilization of technology at younger and younger ages, social media and digital media in entertainment offerings, the increasing breadth of products and entertainment available to consumers, and outside factors such as critical reviews and promotions.
It is very difficult to predict consumer acceptance with certainty due to, among other things, the increasing utilization of technology at younger and younger ages, social media and digital media, the breadth of products and entertainment available to consumers, and outside factors such as influencers, critical reviews and promotions.
The condition of the credit markets and prevailing interest rates have fluctuated significantly in the past and are likely to fluctuate in the future. Variations in these factors could make it difficult for us to sell debt securities or require us to offer higher interest rates in order to sell new debt 27 Table of Contents securities.
The condition of the credit markets and prevailing interest rates have fluctuated significantly in the past and are likely to fluctuate in the future. Variations in these factors could make it difficult for us to sell debt securities or require us to offer higher interest rates in order to sell new debt securities.
As a large multinational corporation, we are subject to regulatory investigations, litigation and arbitration disputes, including potential liability from personal injury or property damage claims by the users of products that have been or may be developed by us, claims by third parties that our products infringe upon or misuse such third parties’ 28 Table of Contents property or rights, securities claims, royalties claims, claims by former employees for employment related matters and claims relating to media content.
As a large multinational corporation, we are subject to regulatory investigations, litigation and arbitration disputes, including potential liability from personal injury or property damage claims by the users of products that have been or may be developed by us, claims by third parties that our products infringe upon or misuse such third parties’ property or rights, securities claims, royalties claims, pay transparency claims, claims by former employees for employment related matters and claims relating to media content.
Unforeseen delays or difficulties in the development process, significant increases in the planned cost of development, or changes in anticipated consumer demand for our products and new brands may cause the introduction date for products to be later than anticipated, may reduce or eliminate the profitability of such products, result in excess inventory, or, in some situations, may cause a product or new brand introduction to be discontinued.
Unforeseen delays or difficulties in the development process, significant increases in the planned cost of development, or changes in anticipated consumer demand for our products and new brands may cause the introduction date for products to be later than anticipated, may reduce or eliminate the profitability of such products, result in excess inventory, or, in some situations, may cause a product or new brand introduction to be discontinued or not introduced in certain markets.
Such a weakened economic and business climate, as well as consumer uncertainty created by such a climate, could harm our revenues and profitability. Our success and profitability not only depend on consumer demand for our products, but also on our ability to produce and sell those products at costs which allow for us to make a profit.
Such a weakened economic and business climate, as well as consumer uncertainty created by such a climate, could harm our revenues and profitability. 26 Table of Contents Our success and profitability not only depend on consumer demand for our products, but also on our ability to produce and sell those products at costs which allow for us to make a profit.
In addition, the pace of change in product offerings and consumer tastes in the electronics and digital gaming areas is potentially even greater than for our other products and this pace of change is expected to accelerate as artificial intelligence is further incorporated into the development of games.
Further, the pace of change in product offerings and consumer tastes in electronics and digital gaming areas is potentially even greater than for our other products and this pace of change is expected to accelerate as 18 Table of Contents artificial intelligence is further incorporated into the development of games.
Failure to realize the expected cost savings from these cost savings programs could have an adverse effect on our business, financial condition, and results of operations. The industries in which we compete are highly competitive. If we are unable to compete effectively with existing or new competitors, our revenues, market share and profitability could decline.
Failure to realize the expected cost savings from these cost savings programs could have an adverse effect on our business, financial condition, and results of operations. If we are unable to compete effectively with existing or new competitors, our revenues, market share and profitability could decline.
During 2024, Wal-Mart, Inc. and Amazon.com, Inc. accounted for approximately 12% and 11%, respectively, of our consolidated net revenues. Similarly, sales of certain products of our Wizards business depend in part on the success of specialty hobby stores.
During 2025, Amazon.com, Inc. and Wal-Mart, Inc. accounted for approximately 11% and 9%, respectively, of our consolidated net revenues. Similarly, sales of certain products of our Wizards business depend in part on the success of specialty hobby stores.
As part of our transformation efforts, we are upgrading some of our technology and systems, and we are relying on the systems of third-party outsourcers for certain critical functions. We are critically dependent on the integrity, security and consistent operations of these systems and related back-up systems.
As part of our transformation efforts, we are continuing to upgrade some of our technology and systems, and we are relying on the systems of third-party outsourcers for certain critical functions. We are critically dependent on the integrity, security and consistent operations of these systems and related back-up systems.
We cannot be certain that the key talented individuals at these companies 19 Table of Contents would continue to work for us after the acquisition or that they would develop popular and profitable products, entertainment or services in the future.
We cannot be certain that the key talented individuals at these companies would continue to work for us after the acquisition or that they would develop popular and profitable products, entertainment or services in the future.
Our intellectual property, including our trademarks and tradenames, copyrights, patents, and rights under our license agreements and other agreements that establish our intellectual property rights and maintain the 23 Table of Contents confidentiality of our intellectual property, is of critical value.
Our intellectual property, including our trademarks and tradenames, copyrights, patents, and rights under our license agreements and other agreements that establish our intellectual property rights and maintain the confidentiality of our intellectual property, is of critical value.
The occurrence of these types of events can result, and in the case of COVID-19 resulted in, disruptions and damage to our business, due to, among other things: difficulties in shipping and distributing products due to ongoing port capacity, and labor, shipping container and truck transportation shortages, resulting in higher costs for both ocean and air freight and delays in the availability of products, which can result in delayed sales and in some cases result in lost sales; disruptions in supply of products, due to closures or reductions in operations at third-party manufacturing facilities across several geographies; adverse sales impact due to changes in consumer purchasing behavior and availability of products to consumers; uncertain inventory availability or difficulty in anticipating demand, which can result in too little or too much supply at a given time; interruptions, delays or postponements of entertainment productions and releases; and challenges of working remotely. 25 Table of Contents Financial Risks Relating to our Business Our quarterly and annual operating results may fluctuate due to seasonality in our business.
The occurrence of these types of events can result, and in the case of COVID-19 resulted in, disruptions and damage to our business, due to, among other things: difficulties in shipping and distributing products due to ongoing port capacity, and labor, shipping container and truck transportation shortages, resulting in higher costs for both ocean and air freight and delays in the availability of products, which can result in delayed sales and in some cases result in lost sales; disruptions in supply of products, due to closures or reductions in operations at third-party manufacturing facilities across several geographies; adverse sales impact due to changes in consumer purchasing behavior and availability of products to consumers; uncertain inventory availability or difficulty in anticipating demand, which can result in too little or too much supply at a given time; interruptions, delays or postponements of entertainment productions and releases; and challenges of working remotely.
If a digital game fails to 17 Table of Contents gain consumer acceptance early in its life cycle, there are limited opportunities to gain such acceptance through secondary launches or distribution through alternative platforms.
If a digital game fails to gain consumer acceptance early in its life cycle, there are limited opportunities to gain such acceptance through secondary launches or distribution through alternative platforms.
The amount of our long-term indebtedness could: make it more difficult and/or costly for us to pay or refinance our debts as they become due, particularly during adverse economic and industry conditions, because a decrease in revenues or increase in costs could cause cash flow from operations to be insufficient to make scheduled debt service payments; require a substantial portion of our available cash to be used for debt service payments, thereby reducing the availability of our cash to fund working capital, capital expenditures, development projects, acquisitions or other strategic opportunities, dividend payments, share repurchases and other general corporate purposes; result in downgrades in the credit ratings on our indebtedness, which could limit our ability to borrow additional funds on favorable terms or at all (including in order to refinance our other debt), increase the interest rates under our credit facilities and under any new indebtedness we may incur; make it more difficult for us to raise capital to fund working capital, make capital expenditures, pay dividends, pursue strategic initiatives or for other purposes; result in higher interest expense, which could be further increased in case of current or future borrowings subject to variable rates of interest; require that materially adverse terms, conditions or covenants be placed on us under our debt instruments, which could include, for example, limitations on additional borrowings, pay dividends, repurchase our common stock or make investments, any of which could hinder our access to capital markets or our flexibility in the conduct of our business and make us more vulnerable to economic downturns and adverse competitive industry conditions; and jeopardize our ability to pay our indebtedness if our business experienced a severe downturn.
The amount of our total long-term indebtedness could: make it more difficult and/or costly for us to pay or refinance our debts as they become due, particularly during adverse economic and industry conditions, because a decrease in revenues or increase in costs could cause cash flow from operations to be insufficient to make scheduled debt service payments; require a substantial portion of our available cash to be used for debt service payments, thereby reducing the availability of our cash to fund working capital, capital expenditures, development projects, acquisitions or other strategic opportunities, dividend payments, share repurchases and other general corporate purposes; result in downgrades in the credit ratings on our indebtedness, which could limit our ability to borrow additional funds on favorable terms or at all (including in order to refinance our other debt), increase the interest rates under our credit facilities and under any new indebtedness we may incur; make it more difficult for us to raise capital to fund working capital, make capital expenditures, pay dividends, pursue strategic initiatives or for other purposes; result in higher interest expense, which could be further increased in case of current or future borrowings subject to variable rates of interest; require that materially adverse terms, conditions or covenants be placed on us under our debt instruments, which could include, for example, limitations on executing additional borrowings, paying dividends, repurchasing our common stock or making investments, any of which could hinder our access to capital markets or our flexibility in the conduct of our business and make us more vulnerable to economic downturns and adverse competitive industry conditions; and jeopardize our ability to pay our indebtedness if our business experienced a severe downturn. 28 Table of Contents If we were unable to obtain or service our other external financings, or if the restrictions imposed by such financing were too burdensome, our business would be harmed.
Additionally, as a licensee of entertainment-based properties, we cannot guarantee that a particular property or brand will translate into successful toy, game or other family entertainment products, and underperformance of any such products may result in reduced revenues and operating profit for us.
Additionally, as a licensee of premium-based properties, we cannot guarantee that a particular property or brand will translate into successful products, and underperformance of any such products may result in reduced revenues and operating profit for us.
As a result of the seasonal nature of our business, we would be significantly and adversely affected, in a manner disproportionate to the impact on a company with sales spread more evenly throughout the year, by unforeseen events such as a natural disaster, a terrorist attack, economic shock or pandemic that harms the retail environment or consumer buying patterns during our key selling season, or by events such as labor or union strikes, or delays or other issues in the supply chain, particularly from the Far East, during the critical months leading up to the holiday shopping season.
As a result of the seasonal nature of our business, we would be significantly and adversely affected, in a manner disproportionate to the impact on a company with sales spread more evenly throughout the year, by unforeseen events such as a natural disaster, a terrorist attack, economic shock or pandemic that harms the retail environment or consumer buying patterns during our key selling season, or by events such as labor or union strikes, or delays or other issues in the supply chain, particularly from the Far East, during the critical months leading up to the holiday shopping season. 27 Table of Contents We have had and may in the future have significant impairment charges that adversely affect our net earnings.
For products manufactured outside the U.S., tariffs increase the cost of our products. Tariffs may impact our sales and reduce our profitability. Tariffs may also impact consumer spending if products become more expensive or consumers have less discretionary income or consumer spending power.
The current global tariff environment remains uncertain. For products manufactured outside the U.S., tariffs increase the cost of our products. Tariffs may impact our sales and reduce our profitability. Tariffs may also impact consumer spending if products become more expensive or consumers have less discretionary income or consumer spending power.
The digital gaming industry is highly competitive, including for talent, and costs associated with designing, developing and producing digital games and technologically advanced or sophisticated products tend to be higher than for many of our other more traditional products, such as board and trading card games and action figures, with no assurance of success.
The digital gaming industry is highly competitive, including for talent, and costs associated with designing, developing and producing digital games and technologically advanced or sophisticated products tend to be higher than for many of our other more traditional products, with no assurance of success.
Our customers do not make binding long-term commitments to us regarding purchase volumes and make all purchases by delivering purchase orders. Any customer could reduce its overall purchase of our products and reduce the number and variety of our products that it carries and the shelf space allotted for our products.
Our customers generally do not enter into binding long-term purchase commitments with us and make all purchases by delivering purchase orders. Any customer could reduce its overall purchase of our products and reduce the number and variety of our products that it carries and the shelf space allotted for our products.
If we produce a line of products based on a movie or television series, the success of the movie or series has a critical impact on the level of consumer interest in the associated products we offer.
If we produce a line of products based on a movie or television series or digital game, the timing of release or overall success of the movie, series or digital game has a critical impact on the level of consumer interest in the associated products we offer.
Our reliance on third-party manufacturers to produce our products, particularly in China, the U.S., Vietnam and India, presents risks to our business. Most of our toy and game products are manufactured by third-party manufacturers, the majority of which are in China, with a significant amount of our product sourcing also coming from manufacturers in the U.S., Vietnam, India and Japan.
Our reliance on third-party manufacturers presents risks to our business. Most of our toy and game products are manufactured by third-party manufacturers, a substantial but decreasing number of which are in China, and a significant amount of our product sourcing also coming from manufacturers in the U.S., Vietnam, India and Japan.
Further, if we are unable to negotiate favorable carrier agreements, deliver products on time or otherwise satisfy demand for our products, our business may be harmed. If we are unable to adapt our business to the continued shift to direct-to-consumer, our business may be harmed.
Further, if we are unable to negotiate favorable carrier agreements, deliver products on time or otherwise satisfy demand for our products, our business may be harmed. If we are unable to expand our direct-to-consumer relationships, our business may be harmed.
Operational Risks Related to our Business Our business may be harmed by the imposition or threat of tariffs, including reciprocal or retaliatory tariffs, in markets in which we operate which could increase our product costs and other costs of doing business, impact consumer spending, or lower our revenues and earnings. The current global tariff environment is uncertain.
Operational Risks Related to our Business Our business may be harmed by the imposition or threat of tariffs, including reciprocal or retaliatory tariffs, in markets in which we operate which could increase our product costs and other costs of doing business, reduce or delay purchases, impact consumer spending, or lower our revenues and earnings.
Our ability to successfully create innovative toys and games is affected by the interests of children, families, fans and audiences which evolve quickly and can change dramatically from year to year and by geography.
Our ability to successfully create innovative products that inspire a lifetime of play is affected by the interests of children, families, fans and audiences which evolve quickly and can change dramatically from year to year and by geography.
Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data through breach of our third party outsourcers and other business partners’ information technology systems could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant costs and liabilities and result in a loss of business that could be material. 24 Table of Contents Global and Economic Risks Relating to our Business Changes in U.S., global or regional economic conditions could impact discretionary consumer spending and harm our business and financial performance.
Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data through breach of our third party outsourcers and other business partners’ information technology systems could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant costs and liabilities and result in a loss of business that could be material.
We can provide no assurance that we will be able to increase prices in the future and we cannot assure that price increases we have already taken, will offset the entirety of additional costs we have incurred, and may incur in the future to mitigate the supply chain disruption.
We can provide no assurance that we will be able to take actions, such as increase prices, to offset the entirety of additional costs we have incurred, and may incur in the future to mitigate the supply chain disruption.
The possibility of moving our corporate headquarters may impact our ability to retain and attract key employees. Further, the continuing debate and practice of remote and hybrid work creates further challenges in retaining employees as some employees desire more flexibility in their employment and the ability to work remotely or hybrid opens up more employment opportunities.
Further, the continuing debate and practice of remote and hybrid work creates further challenges in retaining employees as some employees desire more flexibility in their employment and the ability to work remotely or hybrid opens up more employment opportunities.
The risk is exacerbated by the increasing sophistication of many of the brands and products we are designing and developing in terms of combining digital and traditional technologies, and providing greater innovation and product differentiation.
At the same time, we are also increasing sophistication of many of the brands and products we are designing and developing in terms of combining digital and traditional technologies, and providing greater innovation and product differentiation.
If we do not operate our supply chain in an effective manner, we will not be able to manufacture, source and ship new or continuing products in a timely manner and on a cost-effective basis to meet constantly changing consumer demands. This risk is heightened by our customers’ compressed shipping schedules and the seasonality of our business.
If we do not operate our supply chain in an effective manner, we will not be able to manufacture, source and ship new or continuing products in a timely manner and on a cost-effective basis to meet constantly changing consumer demands.
We operate facilities and sell products and entertainment offerings in numerous countries outside the U.S. Additionally, we utilize third-party manufacturers primarily located in the Far East, including China, Vietnam and India, to produce most of our products.
Additionally, we utilize third-party manufacturers primarily located in the Far East, including China, Vietnam and India, to produce most of our products.
In addition to existing competitors, the barriers to entry for new participants in the play industry are low, and the increasing importance of digital media and the heightened connection between digital media and consumer interest, has further increased the ability for new participants to enter our markets, and has broadened the array of companies we compete with.
The use of digital media and the heightened connection between digital media and consumer interest, has further increased the ability for new participants to enter our markets, and has broadened the array of companies we compete with.
Designing, developing and producing digital gaming and other technologically advanced or innovative products often relies on third parties and requires different competencies and follows different timelines than traditional toys and games. Delays in the design, development or production of our digital gaming products could have a significant impact on our success.
Designing, developing and producing digital gaming and other technologically advanced or innovative products often relies on third parties and requires different competencies and follows different timelines than traditional toys and games.
As a part of our transformation efforts to reduce costs, achieve operational efficiencies, and increase productivity and service quality, we have relied and expect to further rely on third party vendor and outsourcing relationships for certain areas of the business. Working with third-parties for these critical areas subjects us to risk, including the reduction in full control over certain activities.
We have relied and expect to further rely on third-party vendor and outsourcing relationships for certain corporate, administrative and other functional areas of the business. Working with third-parties subjects us to risk, including the reduction in full control over certain activities.
Similarly, our expenses can be significantly impacted, in U.S. dollar terms, by exchange rates, meaning the profitability of our business in U.S. dollar terms can be negatively impacted by exchange rate movements which we do not control.
Similarly, our expenses can be significantly impacted, in U.S. dollar terms, by exchange rates, meaning the profitability of our business in U.S. dollar terms can be negatively impacted by exchange rate movements which we do not control. Depreciation in key currencies may have a significant negative impact on our revenues and earnings as they are reported in U.S. dollars.
Our financial performance is impacted by the level of discretionary consumer spending in the markets in which we operate.
Global and Economic Risks Relating to our Business Economic conditions could impact discretionary consumer spending and harm our business and financial performance. Our financial performance is impacted by the level of discretionary consumer spending in the markets in which we operate.
Acquisitions of businesses and brands could also be adversely affected by changes in our business strategy or external factors, such as any decision to sell, license or otherwise dispose of certain assets, such as our sale our Entertainment One film and television business ("eOne Film and TV") to Lions Gate Entertainment Corp., Lions Gate Entertainment Inc. and Lions Gate International Motion Pictures S.à.r.l (collectively "Lionsgate") in December 2023.
Acquisitions of businesses and brands could also be adversely affected by changes in our business strategy or external factors, such as any decision to sell, license or otherwise dispose of certain assets.
Rules governing new technological developments, such as developments in artificial intelligence remain unsettled, and these developments may affect aspects of our existing business model, including revenue streams for the use of our intellectual property and how we create our products and games.
Failure to correctly anticipate consumer interests, will harm our revenues and earnings. Technological developments, such as developments in artificial intelligence and shifts to streaming platforms for entertainment content, continue to evolve, and these developments may affect aspects of our existing business model, including revenue streams for the use of our intellectual property and how we create our products and games.
Our competitors’ products may achieve greater market acceptance than our products and potentially reduce demand for our products, lower our revenues and lower our profitability. We may not realize the anticipated benefits of acquisitions, dispositions or investments in joint ventures, or those benefits may be delayed or reduced in their realization.
We may not realize the anticipated benefits of acquisitions, dispositions or investments in joint ventures, or those benefits may be delayed or reduced in their realization.
Additionally, the suspension of the operations of a third-party manufacturer by government inspectors in China or another market in which we source products could result in delays to us in obtaining product and may harm sales. 22 Table of Contents We require our third-party manufacturers to comply with our Global Business Ethics Principles, which are designed to prevent products manufactured for us from being produced under inhumane or exploitive conditions.
The suspension of the operations of a third-party manufacturer by government inspectors in China or another market in which we source products could result in delays to us in obtaining product and may harm sales.
If we are unable to realize the full benefit of an important license, or if an important license is not renewed or is otherwise terminated, our business results may be harmed.
In addition, competition in our industry for access to premium brand properties is intense and can lessen our ability to secure, maintain, and renew popular licenses on beneficial terms. If we are unable to realize the full benefit of an important license, or if an important license is not renewed or is otherwise terminated, our business results may be harmed.
Our business strategy has evolved to focus on extending the reach of our toy and game products globally to improve our position in the marketplace, increase revenue and increase operating profit. Failure to execute our strategic plan may harm our business.
Our Playing to Win business strategy evolves around our mission to create joy and community through the magic of play and inspiring a lifetime of play. We are focused on extending the reach of our products globally to improve our position in the marketplace, increase revenue and increase operating profit. Failure to execute this strategic plan may harm our business.
Our business will suffer if we are unable to develop, publish and commercialize digital games. A key component to the success of our strategy is to continue to develop, publish and commercialize digital games. We have invested substantially in our digital gaming business and as a result it has seen significant growth over the past several years.
Our business will suffer if we are unable to develop, publish and commercialize digital games. A key component to the success of our strategy is to continue to develop, publish and commercialize digital games, including AAA/AA games, games as a service and licensed games based on our existing IP, as well as new and licensed IP.
Competition is based primarily on meeting consumer preferences and on the quality and play value of our products and experiences. To a lesser extent, competition is also based on product pricing. We expect that as the use of artificial intelligence becomes more prevalent, we will see increased competition from those using such technology to develop games, toys and content.
Competition is based primarily on meeting consumer preferences and on the quality and play value of our products and experiences, and, in some cases, the timing of release of other products and games that attract a similar consumer. To a lesser extent, competition is also based on product pricing.
New participants with a popular product idea can gain access to consumers and become a significant source of competition for our products in a very short period of time. These existing and new competitors may respond more rapidly than us to changes in consumer preferences or may design products that are more desirable than ours.
For example, with the use of influencers and media outlets such as Tik Tok, new participants with a popular product idea can gain access to consumers and become a significant source of competition for our products in a very short period of time.
We cannot guarantee that we will be able to issue commercial paper on favorable terms, or at all, at any given point in time. We also have a revolving credit agreement which provides for a $1,250.0 million committed revolving credit facility.
We cannot guarantee that we will be able to issue commercial paper on favorable terms, or at all, at any given point in time. Further, restrictive covenants under our revolving credit facility may limit our future actions as well as our financial, operating and strategic flexibility.
Depreciation in key currencies may have a significant negative impact on our revenues and earnings as they are reported in U.S. dollars. 26 Table of Contents Our indebtedness may limit our availability of cash, cause us to divert cash to fund debt service payments or make it more difficult to take certain other actions .
Our indebtedness may limit our availability of cash, cause us to divert cash to fund debt service payments or make it more difficult to take certain other actions . We have approximately $3,281.9 million in total long-term indebtedness.
Our loss of key management or other key employees, inability to drive success through our new leaders, or our inability to retain or hire talented people with the skill sets we need for our diverse and changing business, could significantly harm our business. Our business may be harmed if we are unable to protect our critical intellectual property rights.
We cannot guarantee that we will recruit, hire or retain the key personnel we need to succeed. 24 Table of Contents Our business may be harmed if we are unable to protect our critical intellectual property rights.
Natural disasters or health pandemics impacting our manufacturers had and can have a significant negative impact on our business.
Natural disasters or health pandemics impacting our manufacturers had and can have a significant negative impact on our business. 23 Table of Contents We require our third-party manufacturers to comply with our Global Business Ethics Principles, which are designed to prevent products manufactured for us from being produced under inhumane or exploitive conditions.
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Our ability to successfully implement and execute our plans and initiatives in a timely basis, if at all, is dependent on many factors, including, among other things: • our ability to successfully innovate, design, develop, price, commercialize and grow a focused group of brands to global consumers in a wide array of markets; • our ability to successfully grow our digital gaming, licensing, and direct-to-consumers business; • our ability to optimize our toy business, including through right-sizing our cost structure and creating efficiencies in our operations; • our ability to implement appropriate systems and processes to obtain and analyze data and insights from consumers to enable us to make informed decisions about priorities and consumer preferences; • our ability to successfully develop products that gain sufficient consumer interest; • our ability to gain market share in our focus categories; • our ability to simplify our supply chain logistics; • our ability to successfully manage inventory; • the ability of our workforce to focus and execute on priority transformational projects across the business, and to sustain changes to maximize savings; • the attraction and retention of key personnel with core skills and competencies in the areas of focus; and • our ability to successfully license, divest, sell, or otherwise cease certain parts of the business that are not as profitable as other areas or are not core to the business.
Added
Our ability to successfully implement and execute these plans and initiatives is dependent on many factors, including, among other things: • our ability to successfully innovate, design, develop, price, commercialize and grow a focused group of brands to global consumers; • continuing to grow MAGIC: THE GATHERING and driving growth in DUNGEONS & DRAGONS as traditional trading card and role-playing games, as well as further expanding into digital offerings; • successfully growing and delivering on our digital gaming business; • successfully launching new digital studios and new digital games that gain customer acceptance; • continuing to grow our licensing business; and • returning our toy business to growth and increased profitability by optimizing the business, including through right-sizing our cost structure, creating efficiencies in our operations, and designing cost-effective products.
Removed
Continued digital game development is a key growth factor for the future, including AAA games, games as a service and licensed games. If we are unable to continue to grow this business and ensure its integration with our other business segments, our business may be harmed.
Added
Because our strategy emphasizes growing a focused set of franchises and expanding our higher-margin games and digital businesses, including MAGIC: THE GATHERING and DUNGEONS & DRAGONS, adverse trends affecting consumer demand for, or engagement with, any of these key brands could disproportionately impact our results of operations.
Removed
The success of entertainment and other properties for which we have a license, such as licenses we have with The Walt Disney Company for the MARVEL and STAR WARS properties, and our ability to successfully market and sell related products, can significantly affect our revenues and profitability.
Added
In addition, the simultaneous pursuit of multiple strategic initiatives, including digital gaming development, licensing expansion, AI adoption, systems modernization and cost-saving initiatives, may strain management attention, organizational capacity and capital resources, and any failure to appropriately prioritize or allocate resources among these initiatives could adversely affect our business and result of operations.
Removed
In addition, competition in our industry for access to entertainment properties can lessen our ability to secure, maintain, and renew popular licenses to entertainment products on beneficial terms, if at all, and to attract and retain the talented employees necessary to design, develop and market successful products based on these properties.
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We have invested substantially in our digital gaming business. If we are unable to successfully launch and commercialize existing and new games, our business may be harmed.
Removed
As a result, our products and entertainment offerings can have short consumer life cycles with no guarantee of success. Consumer acceptance is even more critical for our toy business due to the recent decline in the overall toy industry and the impact of declining birthrates globally. Failure to correctly anticipate consumer interests, will harm our revenues and earnings.
Added
Delays in the design, development or production of our digital gaming products or introduction of competitive digital game products in close proximity to our introduction could have a significant impact on our success.
Removed
Technological as well as other trends in the entertainment industry, such as the continuing shift to streaming platforms, have caused significant disruption to the retail distribution of entertainment offerings and have caused, and could in the future cause, a negative impact on sales of our products and other forms of monetization of content, especially those which are reliant on box office success.
Added
A significant part of our strategy for our consumer products business and our Wizards and digital gaming business is to license premium and well-recognized intellectual property for the development of products.
Removed
Failure to achieve of our anticipated cost-savings may impact our ability to operate efficiently and profitably. In mid-2022, we committed to an operational excellence program focusing on designing and running a simple, efficient and effective business aligned with our strategy.
Added
For example, we have licenses with The Walt Disney Company for the Marvel and Star Wars properties for toys and games, and for our Universes Beyond MAGIC: THE GATHERING sets we have licenses for key brands such as Final Fantasy , Spider-Man , Avatar , and Lord Of The Rings .
Removed
If we are not successful in transforming our supply chain operations, our business may be harmed. We are continuing to optimize our supply chain by improving our systems and sourcing to enable efficient product deployment, enhance product quality and safety, drive efficiency in transportation and our fulfillment centers, and strengthen our direct-to-consumer operations.
Added
Sales may be adversely affected if the licensed products do not resonate with new or existing consumers or if consumers reduce purchases due to the perception a brand is diluted given numerous options available.
Removed
This is a long-term project, with no assurance that we will achieve the anticipated efficiencies and benefits from such efforts. If the transformation of our supply chain operations is not 20 Table of Contents successful, our business may be harmed. Further we may not achieve our anticipated cost savings, and we may face costly inefficiencies or other supply chain disruptions.
Added
As a result, our products and entertainment offerings can have short consumer life cycles with no guarantee of success. In addition, frequent product releases, cross-brand collaborations or expanded licensing initiatives may contribute to franchise fatigue or oversaturation, which could reduce long-term consumer engagement and diminish the value of our brands.
Removed
We attempt to take actions to lessen the impact of these supply chain challenges, such as through the use of alternative ports and air freight, and adjusting inventory purchases in certain cases to ensure product availability for customers, though these actions have resulted and may in the future result in higher costs.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFurther, we conduct periodic external penetration tests, red team testing and maturity testing to assess our processes and procedures and the threat landscape. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors, and intellectual property.
Biggest changeIn addition, all employees receive cybersecurity training during their onboarding and are required to complete updated training on an annual basis. Further, we conduct periodic external penetration tests, red team testing, product security assessments, tabletop exercises, and maturity testing to assess our processes and procedures and the threat landscape.
At the management level, our IT security team regularly monitors alerts and meets to discuss threat levels, trends and remediation. The team also prepares a cyber scorecard, regularly collects data on cybersecurity threats and risk areas and conducts an annual risk assessment.
At the management level, our Technology security team regularly monitors alerts and meets to discuss threat levels, trends and remediation. The team also prepares a cyber scorecard, regularly collects data on cybersecurity threats and risk areas and conducts an annual risk assessment.
We have invested in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts. We regularly test defenses by performing simulations and drills at both a technical level (including through penetration tests), tabletop exercises and by reviewing our operational policies and procedures with third-party experts.
We have invested in Technology security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts. We regularly test defenses by performing simulations and drills at both a technical level (including penetration tests), tabletop exercises and by reviewing our operational policies and procedures with third-party experts.
Our Chief Digital and Information Officer is an Executive Sponsor of the Cyber Security Program, has over two decades of experience leading cyber security oversight, and others on our cyber security team have cybersecurity experience and certifications, such as the Certified Information Systems Security Professional, or other industry leading certifications.
Our Chief Digital Information Officer is an executive sponsor of our Cyber Security Program with over two decades of experience leading cyber security oversight, and others on our cyber security team have cybersecurity experience and certifications, such as the Certified Information Systems Security Professional ("CISSP"), or other industry leading certifications.
We also have a set of Company-wide policies and procedures concerning cybersecurity and technology standards, which include a Technology Use policy, as well as other policies that directly or indirectly relate to cybersecurity, such as policies related to endpoint and network protection, encryption standards, malware/ransomware protection, remote access, multi-factor authentication, confidential information and the use of the internet, social media, email and wireless devices.
We also have a set of Company-wide policies and procedures concerning cybersecurity and technology standards, which include a Technology Use policy, as well as other policies that directly or indirectly relate to cybersecurity, such as policies related to endpoint, cloud, and network protection, encryption standards, malware/ransomware protection, remote access, multi-factor authentication, anti-phishing, confidential information and the use of the 30 Table of Contents internet, social media, email and wireless devices.
These policies go through an internal review process and are approved by appropriate members of management. The Company’s Chief Information Security Officer (“CISO”) and the Cybersecurity and Data Privacy Steering Committee are responsible for developing, implementing and evaluating our information security program.
These policies go through an internal review process and are approved by appropriate members of management. The Company’s Chief Information Security Officer (“CISO”) and the Cybersecurity and Data Privacy leadership members are responsible for developing, implementing, advising, and evaluating our information security program.
We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection, mitigation and continuous process improvements. Our enterprise risk management team reviews cybersecurity risks, and key cybersecurity risks are incorporated into the enterprise risk management ("ERM") reports reviewed and discussed internally and with the Board.
We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection, mitigation and continuous process improvements. Our internal teams review cybersecurity risks, and key cybersecurity risks are incorporated into the Enterprise Risk Management ("ERM") reports reviewed and discussed internally and with the Board.
The Audit Committee and the full Board actively participate in discussions with management and amongst themselves regarding cybersecurity risks. The Audit Committee meets during the year and discusses cyber-related 29 Table of Contents industry events, critical cyber incidents, alignment with our information security framework, threat assessment, security capabilities, response readiness and training efforts.
As part of this oversight, the Audit Committee and the full Board actively participate in discussions with management and amongst themselves regarding cybersecurity risks. The Audit Committee meets during the year and discusses cyber-related industry events, critical cyber incidents, alignment with our information security framework, threat assessment, security capabilities, response readiness and training efforts.
Our cybersecurity program leverages various industry standards like the National Institute of Standards and Technology ("NIST") and Center for Internet Security ("CIS") Program framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover.
Our cybersecurity program is informed by various industry standards like the National Institute of Standards and Technology ("NIST") and Center for Internet Security ("CIS") frameworks, which organize cybersecurity risks into five categories: identify, govern, protect, detect, respond and recover.
The CISO regularly reports on cybersecurity matters to the Cybersecurity and Data Privacy Steering Committee, as well as to the Board and the Audit Committee.
The CISO regularly reports on cybersecurity matters to Hasbro leadership, as well as to the Board and the Audit Committee.
For more information about the cybersecurity risks we face, see Item 1A. Risk Factors.
For more information about the cybersecurity risks we face, refer to Item 1A. Risk Factors. 31 Table of Contents
In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with use of third-party vendors and service providers. The internal business owners of the hosted critical applications are required to document user access reviews at least annually and provide from the vendor a System and Organization Controls ("SOC") 1 or SOC 2 report.
The internal business owners of the hosted critical applications are required to document user access reviews and other key controls at least annually and evaluate each vendor's System and Organization Controls ("SOC") 1 and/or SOC 2 report.
Removed
Item 1C. Cybersecurity. We have an in-depth approach to monitoring and addressing cybersecurity risk.
Added
Item 1C. Cybersecurity. We employ a multi-layered approach to monitoring and mitigating cybersecurity and data privacy risks. Management, in coordination with our Board, the Audit Committee of the Board (the “Audit Committee”), our dedicated Cybersecurity and Data Privacy teams, and senior leaders responsible for Enterprise Risk Management, have established processes intended to adapt to the evolving threat landscape.
Removed
Members of management together with our Board, the Audit Committee of the Board (the "Audit Committee"), our internal Cybersecurity and Data Privacy Steering Committee (a cross-functional team which includes members of our Executive Leadership Team), and the members of an enterprise risk management team (a task force comprised of senior representatives of the company assessing risk in the organization), have developed cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner.
Added
These processes are designed to identify, assess, and respond to emerging cybersecurity risks, including the ability to rapidly deploy specialized task forces to address specific threats or incidents.
Added
Furthermore, our internal audit team is responsible for testing and auditing the design and operating effectiveness of our information technology internal controls. Cybersecurity risk management is integrated into management's broader enterprise risk responsibilities and informs strategic and operational decision-making.
Added
These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors, and intellectual property. In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with use of third-party vendors and service providers.
Added
The Audit Committee of our Board of Directors maintains oversight of our cybersecurity and data privacy risk management programs. Members of the Audit Committee bring relevant oversight, technology and information security governance experience, enabling them to provide informed guidance and effective oversight of our strategies, controls, and incident response capabilities.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe complaint alleges that members of the putative class suffered losses as a result of false or misleading statements and withholding of information regarding the Company’s inventory, including quality and appropriateness thereof, during the Class Period. The court is in the process of appointing a lead plaintiff. The Company intends to vigorously defend against these claims.
Biggest changeIn the amended complaint, Lead Plaintiffs allege that members of the putative class suffered losses as a result of Defendants’ false or misleading statements regarding the growth and success of Magic: The Gathering (“Magic”) card sets, including statements attributing Magic’s growth to a consumer-driven “segmentation” strategy, during the Alleged Class Period.
Item 2. Properties. Hasbro owns its corporate headquarters in Pawtucket, Rhode Island consisting of approximately 343,000 square feet, which is used by all major functions of the business. The Company owns an adjacent building consisting of approximately 23,000 square feet which is also used by corporate functions.
Item 2. Properties. Hasbro owns its current corporate headquarters in Pawtucket, Rhode Island consisting of approximately 343,000 square feet, which is used by many major functions of the business. The Company owns an adjacent building consisting of approximately 23,000 square feet which is also used by corporate functions.
The Company also leases approximately 111,000 square feet of office space in Renton, Washington as well as 25,000 square feet in Austin, Texas used primarily by the Wizards of the Coast and Digital Gaming segment.
The Company also leases approximately 111,000 square feet of office space in Renton, Washington, which is the principal headquarters for the Wizards of the Coast and Digital Gaming segment, as well as 70,000 square feet in Montreal, Canada used primarily by the Wizards of the Coast and Digital Gaming segment.
The Company has third party warehousing agreements of approximately three million square feet in California, Illinois, Georgia and Massachusetts that are used primarily by the Consumer Products segment. The Company leases approximately 80,000 square feet of office space in Burbank, California used by the Consumer Products and Entertainment segments.
The Company has third party warehousing agreements for approximately three million square feet in California, Illinois, Georgia and Massachusetts that are used primarily by the Consumer Products segment. The Company leases or owns property in 30 countries.
Due to the early stages of this matter, the Company is unable to estimate a reasonably possible range of loss, if any, that may result from this matter.
Defendants moved to dismiss the amended complaint on February 6, 2026. The Company intends to vigorously defend against these claims. Due to the early stages of this matter, the Company is unable to estimate a reasonably possible range of loss, if any, that may result from this matter.
Hasbro also leases an aggregate of 78,000 square feet of office space in Hong Kong and 48,000 square feet of office space in Shenzhen, People’s Republic of China. The Company leases or owns property in 33 countries.
The Company leases approximately 80,000 square feet of office space in Burbank, California used by the Consumer Products and Entertainment segments. Hasbro also leases an aggregate of 78,000 square feet of office space in Hong Kong and 47,000 square feet of office space in Shenzhen, People’s Republic of China.
On November 13, 2024, West Palm Beach Firefighters’ Pension Fund filed a putative class action lawsuit in the U.S. District Court for the Southern District of New York alleging violations of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 and certain rules promulgated thereunder. West Palm Beach Firefighters’ Pension Fund v.
District Court for the Southern District of New York alleging violations of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 (the "Exchange Act") and certain rules promulgated thereunder.
The allegations in this complaint are substantially the same as those in the Lee action described above. Defendants have not yet responded to this action. The Company is currently party to other certain legal proceedings, none of which we believe to be material to our business or financial condition. Item 4. Mine Safety Disclosures.
The Company is currently party to other certain legal proceedings, none of which we believe to be material to our business or financial condition. Item 4. Mine Safety Disclosures. None 32 Table of Contents PART II
On February 21, 2025, Patrick Ayers, derivatively on behalf of Hasbro, Inc., filed a putative shareholder derivative action against certain of the Company’s executive officers and current and former members of the Board of Directors of the Company in the U.S. District Court for the Southern District of New York, et al., Case No. 1:25-cv-1504 (S.D.N.Y.).
On January 21, 2026, Joseph Crocono and Ultan McGlone, derivatively on behalf of Hasbro, Inc., filed a putative shareholder derivative action against certain of the Company's executive officers and current and former members of the Board of Directors of the Company in the United States District Court for the District of Rhode Island. Crocono vs.
The allegations in this complaint are nearly identical to those of the West Palm Beach Firefighters' Pension Fund action.
Cocks et al., Case No. 1:26-cv-41 (D.R.I.) The allegations in this complaint are nearly identical to those of the amended complaint in the West Palm Beach Firefighters' Pension Fund action. On February 17, 2026, Plaintiffs voluntarily dismissed the action.
On February 5, 2025, Dale Lee, derivatively on behalf of Hasbro, Inc., filed a putative shareholder derivative action against current and former members of the Board of Directors of the Company in the U.S. District Court for the Southern District of New York. Lee v. Cocks, et al., Case No. 1:25-cv-01018 (S.D.N.Y.).
On August 19, 2025, Karen Sbriglio, derivatively on behalf of Hasbro, Inc., filed a putative shareholder derivative action against certain of the Company's executive officers and current and former members of the Board of Directors of the Company in Rhode Island Superior Court. Sbriglio v. Stoddart et al., PC-2025-04400 (Prov. City, RI).
The Company believes that its facilities are generally suitable and adequate for its needs at this time. The Company is, however, currently evaluating options to relocate its corporate headquarters given the age and condition of the current building in Pawtucket, Rhode Island. Item 3 . Legal Proceedings.
The Company believes that its facilities are generally suitable and adequate for its needs at this time. Item 3 . Legal Proceedings. On November 13, 2024, West Palm Beach Firefighters’ Pension Fund ("Lead Plaintiffs") filed a putative class action lawsuit in the U.S.
Removed
Hasbro, Inc., Richard Stoddart, Christian Cocks, Deborah Thomas, Gina Goetter and Eric Nyman, Case No.1:24-cv-8633 (S.D.N.Y.). The plaintiff asserts claims on behalf of persons and entities that purchased the Company’s securities between February 7, 2022 and October 25, 2023 (the “Class Period”), and seeks compensatory damages, interest, fees, and costs.
Added
In October 2025, Hasbro executed a long-term sublease for 265,000 square feet of office space at 400 Summer Street, Boston, Massachusetts to serve as the Company's principal headquarters for our toy and game business and corporate function. The Company expects to move from the Pawtucket offices during the fourth quarter of 2026 and subsequently list the Pawtucket properties for sale.
Removed
Plaintiff alleges, nominally on behalf of the Company, that the named defendants breached the Hasbro Code of Conduct and Audit Committee Charter as well as their individual fiduciary duties by making false or misleading statements, approving the making of false or misleading statements, and/or withholding information regarding the Company's inventory during the same time period as the Class Period.
Added
On November 26, 2025, Lead Plaintiffs filed an amended complaint on behalf of all persons and entities that purchased the Company’s securities between September 16, 2021 and October 26, 2023, inclusive (the “Alleged Class Period”). The amended complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act.
Removed
The action alleges violations of Section 14(a) of the Exchange Act 30 Table of Contents and Rule 14a-9 with respect to the 2022 Proxy Statement, Section 10(b), 15 U.S.C. sec. 78(j) and Rule 10b-5. Defendants have not yet responded to the action.
Added
Plaintiff alleges the Board of Directors wrongfully refused a pre-suit litigation demand made on the Board relating to similar allegations described in the initial complaint in the West Palm Beach Firefighters' Pension Fund action. The parties have stipulated to stay the case pending resolution of the motion to dismiss in the West Palm Beach Firefighters' Pension Fund action.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn May 2018, the Company announced that its Board of Directors authorized the repurchase of up to an additional $500 million in Common Stock which may either be repurchased in the open market or through privately negotiated transactions. As of December 29, 2024, Hasbro had $241.6 million remaining available under these shares repurchase authorizations.
Biggest changeIn February 2026, the Company announced that its Board of Directors authorized the repurchase of up to $1.0 billion in Common Stock, which may be repurchased in the open market or through privately negotiated transactions. This authorization replaces and supersedes all prior approved share repurchase authorization and has no expiration date.
Our practice has been to pay dividends on a quarterly basis. The declaration of dividends is subject to the discretion of the Board of Directors and depends on various factors, including our net income, financial condition, cash requirements, future prospects and other relevant factors.
Our practice has been to pay dividends on a quarterly basis. The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net income, financial condition, cash requirements, future prospects and other relevant factors.
Issuer Repurchases of Common Stock Purchases of the Company’s Common Stock may be made from time to time, subject to market conditions, to offset dilution caused by stock issuances related to its equity compensation program and when management believes it is a good use of cash.
Issuer Repurchases of Common Stock Purchases of the Company’s Common Stock may be made from time to time, subject to market conditions, to offset dilution caused by stock issuances related to its equity compensation program and when management believes it is a good use of cash. There were no repurchases of the Company’s Common Stock during 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The Company’s common stock, par value $0.50 per share (the “Common Stock”), is traded on The NASDAQ Global Select Market under the symbol “HAS”. As of February 14, 2025, there were approximately 7,063 shareholders of record of the Company’s Common Stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The Company’s common stock, par value $0.50 per share (the “Common Stock”), is traded on The NASDAQ Global Select Market under the symbol “HAS”. As of February 13, 2026, there were approximately 6,750 shareholders of record of the Company’s Common Stock.
There were no repurchases of the Company’s Common Stock during 2024. The Company has no obligation to repurchase shares under this authorization. The timing, actual number and value of the shares that are repurchased, if any, will depend on a number of factors, including the price of the Company’s stock and the Company's generation of, and uses for, cash.
The Company has no obligation to repurchase shares under this authorization. The timing, actual number and value of the shares that are repurchased, if any, will depend on a number of factors, including the price of the Company’s stock and the Company's generation of, and uses for, cash. Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSummary of Financial Performance Results of Operations Consolidated The following table presents the consolidated results of operations for 2024 and 2023: 2024 2023 Amount % of Net Revenues Amount % of Net Revenues Net revenues $ 4,135.5 100.0 % $ 5,003.3 100.0 % Costs and expenses Cost of sales 1,179.5 28.5 % 1,706.0 34.1 % Program cost amortization 49.3 1.2 % 448.9 9.0 % Royalties 284.2 6.9 % 428.3 8.6 % Product development 294.1 7.1 % 306.9 6.1 % Advertising 319.5 7.7 % 358.4 7.2 % Amortization of intangible assets 68.3 1.7 % 83.0 1.7 % Impairment of goodwill % 1,191.2 23.8 % Loss on disposal of business 37.4 0.9 % 539.0 10.8 % Selling, distribution and administration 1,213.2 29.3 % 1,480.4 29.6 % Total costs and expenses 3,445.5 83.3 % 6,542.1 130.8 % Operating profit (loss) 690.0 16.7 % (1,538.8) (30.8) % Non-operating expense Interest expense 171.2 4.1 % 186.3 3.7 % Interest income (47.3) (1.1) % (23.0) (0.5) % Other expense, net 69.1 1.7 % 7.0 0.1 % Total non-operating expense, net 193.0 4.7 % 170.3 3.4 % Earnings (loss) before income taxes 497.0 12.0 % (1,709.1) (34.2) % Income tax expense (benefit) 102.6 2.5 % (221.3) (4.4) % Net earnings (loss) 394.4 9.5 % (1,487.8) (29.7) % Net earnings (loss) attributable to noncontrolling interests 8.8 0.2 % 1.5 % Net earnings (loss) attributable to Hasbro, Inc. $ 385.6 9.3 % $ (1,489.3) (29.8) % Net earnings (loss) per common share: Basic $ 2.77 $ (10.73) Diluted $ 2.75 $ (10.73) Net Revenues Consolidated net revenues for the year ended December 29, 2024 decreased 17.3% to $4,135.5 million from $5,003.3 million for the year ended December 31, 2023, primarily driven by a $579.0 million, or 88%, decline in the Entertainment segment as a result of the sale of the eOne Film and TV business during the fourth quarter of 2023 and a $342.5 million, or 12%, decline in the Consumer Products segment, partially offset by a $53.7 million, or 4%, increase in the Wizards of the Coast and Digital Gaming segment.
Biggest changeThis could impact our results in 2026 and we are currently evaluating the accounting impacts including our ability to apply for a refund on tariffs previously paid. 34 Table of Contents Summary of Financial Performance Results of Operations Consolidated The following table presents the consolidated results of operations for 2025 and 2024: 2025 2024 Amount % Net Revenues Amount % Net Revenues Net revenues $ 4,701.3 100.0 % $ 4,135.5 100.0 % Costs and expenses Cost of sales 1,296.2 27.6 % 1,179.5 28.5 % Program cost amortization 35.8 0.8 % 49.3 1.2 % Royalties 368.9 7.8 % 284.2 6.9 % Product development 385.6 8.2 % 294.1 7.1 % Advertising 316.9 6.7 % 319.5 7.7 % Amortization of intangible assets 66.0 1.4 % 68.3 1.7 % Impairment of goodwill 1,021.9 21.7 % % Loss on disposal of business 25.0 0.5 % 37.4 0.9 % Selling, distribution and administration 1,173.9 25.0 % 1,213.2 29.3 % Total costs and expenses 4,690.2 99.8 % 3,445.5 83.3 % Operating profit 11.1 0.2 % 690.0 16.7 % Non-operating expense Interest expense 163.4 3.5 % 171.2 4.1 % Interest income (28.6) (0.6) % (47.3) (1.1) % Other (income) expense, net (21.7) (0.5) % 69.1 1.7 % Total non-operating expense, net 113.1 2.4 % 193.0 4.7 % (Loss) earnings before income taxes (102.0) (2.2) % 497.0 12.0 % Income tax expense 216.2 4.6 % 102.6 2.5 % Net (loss) earnings (318.2) (6.8) % 394.4 9.5 % Net earnings attributable to noncontrolling interests 4.2 0.1 % 8.8 0.2 % Net (loss) earnings attributable to Hasbro, Inc. $ (322.4) (6.9) % $ 385.6 9.3 % Net (loss) earnings per common share: Basic $ (2.30) $ 2.77 Diluted $ (2.30) $ 2.75 Net Revenues Consolidated net revenues for the year ended December 28, 2025 increased 13.7% to $4,701.3 million from $4,135.5 million for the year ended December 29, 2024, primarily driven by growth of $675.6 million, or 44.7%, in the Wizards of the Coast and Digital Gaming segment.
The Company monitors the impact of inflation to its business operations on an ongoing basis and may need to implement actions such as price adjustments to mitigate the impact of changes to the rate of inflation in future periods. However, future volatility of general price inflation could affect consumer spending.
Inflation The Company monitors the impact of inflation to its business operations on an ongoing basis and may need to implement actions such as price adjustments to mitigate the impact of changes to the rate of inflation in future periods. However, future volatility of general price inflation could affect consumer spending.
This includes: innovative toy and gaming brands and role-playing and fantasy card collecting games; the marketing and sale of toys and games, including our owned and partner brands, through retail stores, ecommerce platforms and Hasbro Direct, our direct-to-consumer platform; the distribution, license and sale of digital games developed both internally and through licensing out our IP to third parties, such as Baldur's Gate 3, Monopoly Go! and Magic: The Gathering Arena and other digital games; and entertainment content.
This includes: innovative toy and gaming brands and role-playing and fantasy card collecting games; the marketing and sale of toys and games, including our owned and partner brands, through retail stores, ecommerce platforms and Hasbro PULSE, our direct-to-consumer platform; the distribution, license and sale of digital games developed both internally and through licensing out our IP to third parties, such as Baldur's Gate 3, Monopoly Go! and Magic: The Gathering Arena and other digital games; and entertainment content.
Our fiscal year 2024 assessment for impairment of indefinite-lived intangible assets was based on a relief from royalty method, including key assumptions such as the long-term growth rates of future revenues, the royalty rate for such revenues, and a discount rate. The fair value of each intangible asset is determined for comparison to the corresponding carrying value.
Our fiscal year 2025 assessment for impairment of indefinite-lived intangible assets was based on a relief from royalty method, including key assumptions such as the long-term growth rates of future revenues, the royalty rate for such revenues, and a discount rate. The fair value of each intangible asset is determined for comparison to the corresponding carrying value.
If the carrying value of the asset exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. Based on our fiscal year 2024 annual impairment analysis for indefinite-lived intangible assets, we concluded that the fair value of our indefinite-lived intangible asset exceeded their respective carrying values by substantial margins.
If the carrying value of the asset exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. Based on our fiscal year 2025 annual impairment analysis for indefinite-lived intangible assets, we concluded that the fair value of our indefinite-lived intangible asset exceeded their respective carrying values by substantial margins.
Intangible assets, other than those with indefinite lives, are reviewed for indications of impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. During 2024, there were no triggering events which would indicate the Company's intangible assets were impaired.
Intangible assets, other than those with indefinite lives, are reviewed for indications of impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. During 2025, there were no triggering events which would indicate the Company's intangible assets were impaired.
The Company believes, however, that the on-going risk on the net exposure should not be material to its financial condition. In addition, the Company’s revenues and costs have been and will likely continue to be affected by changes in foreign currency rates.
The Company believes, however, that the ongoing risk on the net exposure should not be material to its financial condition. In addition, the Company’s revenues and costs have been and will likely continue to be affected by changes in foreign currency rates.
A decrease in the fair value of these instruments would be offset by increases in the value of the forecasted foreign currency transactions. The Company is also exposed to foreign currency risk with respect to its net cash and cash equivalents or short-term borrowing positions in currencies other than the U.S. dollar.
A decrease in the fair value of these instruments would be offset by increases in the value of the forecasted foreign currency transactions. 45 Table of Contents The Company is also exposed to foreign currency risk with respect to its net cash and cash equivalents or short-term borrowing positions in currencies other than the U.S. dollar.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements concerning the Company’s expectations and beliefs. See “Statement Regarding Forward-Looking Statements” and Part I, Item 1A. Risk Factors , of this Form 10-K for a discussion of other uncertainties, risks and assumptions associated with these statements.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements concerning the Company’s expectations and beliefs. Refer to “Statement Regarding Forward-Looking Statements” and Part I, Item 1A. Risk Factors , of this Form 10-K for a discussion of other uncertainties, risks and assumptions associated with these statements.
Additionally, the Company generates revenue through licensing our brands to third parties for toys and games, consumer products, such as apparel and 32 Table of Contents publishing, as well as for use in theme park attractions and other forms of location-based entertainment and within formats such as film and TV programming.
Additionally, the Company generates revenue through licensing our brands to third parties for toys and games, consumer products, such as apparel and publishing, as well as for use in theme park attractions and other forms of location-based entertainment and within formats such as film and TV programming.
The business of the Company is 42 Table of Contents characterized by customer order patterns which vary from year to year largely because of differences in the degree of consumer acceptance of a product line, product availability, marketing strategies, inventory levels, policies of retailers and differences in overall economic conditions.
The business of the Company is characterized by customer order patterns which vary from year to year largely because of differences in the degree of consumer acceptance of a product line, product availability, marketing strategies, inventory levels, policies of retailers and differences in overall economic conditions.
The Amended Revolving Credit Agreement contains certain financial covenants setting forth leverage and coverage requirements, and certain other limitations typical of an investment grade facility, including with respect to liens, mergers and incurrence of indebtedness. The Company was in compliance with all covenants as of December 29, 2024.
The Amended Revolving Credit Agreement contains certain financial covenants setting forth leverage and coverage requirements, and certain other limitations typical of an investment grade facility, including with respect to liens, mergers and incurrence of indebtedness. The Company was in compliance with all covenants as of December 28, 2025.
The Company manages this exposure at the time the loan is made by using foreign exchange contracts. The Company reflects all derivatives at their fair value as an asset or liability on the Consolidated Balance Sheets. The Company does not speculate in foreign currency exchange contracts.
The Company manages this exposure at the time the loan is made by using foreign exchange contracts. The Company reflects all derivative financial instruments at their fair value as an asset or liability on the Consolidated Balance Sheets. The Company does not speculate in foreign currency exchange contracts.
The Company’s revenue pattern continues to show the second half of the year to be more significant to its overall business for the full year. In 2024 approximately 58% of the Company’s full year net revenues were recognized in the second half of the year. The Company expects that this concentration will continue.
The Company’s revenue pattern continues to show the second half of the year to be more significant to its overall business for the full year. In 2025 approximately 60% of the Company’s full year net revenues were recognized in the second half of the year. The Company expects that this concentration will continue.
Our long-term cash requirements under our various contractual obligations and commitments include: Debt See Note 11, Long-Term Debt and Other Financing, in our consolidated financial statements for further detail of our debt, including letters of credit, and the timing of expected future principal payments. Operating lease obligations Note 17, Leases, in our consolidated financial statements for further detail of our obligations and the timing of expected future payments. Pension plans and other postretirement benefit contributions We sponsor a defined benefit plan that pays benefits to eligible employees at retirement.
Our long-term cash requirements under our various contractual obligations and commitments include: Debt Refer to Note 12, Long-Term Debt and Other Financing, in our notes to consolidated financial statements for further detail of our debt, including letters of credit, and the timing of expected future principal payments. Operating lease obligations Refer to Note 18, Leases, in our notes to consolidated financial statements for further detail of our obligations and the timing of expected future payments. Pension plans and other postretirement benefit contributions We sponsor a defined benefit plan that pays benefits to eligible employees at retirement.
The following includes a comparison of our consolidated results of operations for fiscal years 2024 and 2023.
The following includes a comparison of our consolidated results of operations for fiscal years 2025 and 2024.
See Note 16, Retirement Plans, in our consolidated financial statements for further detail of our obligations and the timing of expected future payments. Minimum Guarantee Payments The Company enters into license agreements with strategic partners, inventors, designers and others for the use of intellectual properties in its products.
Refer to Note 17, Retirement Plans, in our consolidated financial statements for further detail of our obligations and the timing of expected future payments. Minimum Guarantee Payments The Company enters into license agreements with strategic partners, inventors, designers and others for the use of intellectual properties in its products.
Additionally, the impact of inflation on costs and availability of materials, costs for shipping and warehousing and other operational overhead, could adversely affect the Company's financial results.
Additionally, the impact of inflation on costs and availability of materials, costs for shipping and warehousing and other operational overhead, could adversely affect the Company's financial results. 46 Table of Contents
The Company had no borrowings outstanding under its committed revolving credit facility as of December 29, 2024. However, letters of credit outstanding under this facility were approximately $3.7 million. Amounts available and unused under the committed line, as of December 29, 2024 were approximately $1.25 billion, inclusive of borrowings under the Company’s commercial paper program.
The Company had no borrowings outstanding under its committed revolving credit facility as of December 28, 2025. However, letters of credit outstanding under this facility were approximately $3.3 million. Amounts available and unused under the committed line, as of December 28, 2025 were approximately $1.25 billion, inclusive of borrowings under the Company’s commercial paper program.
Our fiscal year 2024 assessment for impairment of goodwill, with respect to each of its reporting units, was performed using a qualitative approach to determine, as of the date of the assessment, whether it was more likely than not that the fair value of goodwill was less than its carrying value.
The annual fiscal year 2025 assessment for impairment of goodwill, with respect to each of its reporting units, was performed using a qualitative approach to determine whether it was more likely than not that the fair value of goodwill was less than its carrying value.
See Note 20, Commitments and Contingencies, in our consolidated financial statements for further detail of our obligations and the expected timing of expected future payments. Purchase and Other Obligations The Company also has various third-party, inventory and tooling purchase commitments in the ordinary course of business.
Refer to Note 21, Commitments and Contingencies, in our notes to consolidated financial statements for further detail of our obligations and the expected timing of expected future payments. Purchase and Other Obligations The Company also has various third-party, inventory and tooling purchase commitments in the ordinary course of business.
The early payment transactions between the Company’s supplier and the administering bank are subject to an agreement between those parties, and the Company does not participate in any financial aspect of the agreements between the Company’s suppliers and the administering banks. The Company has not pledged any assets to the administering bank under the supplier financing program.
The early payment transactions between the Company’s supplier and the administering bank are subject to an agreement between those parties, and the Company does not participate in any financial aspect of the agreements between the Company’s suppliers and the administering banks.
Certain of these 41 Table of Contents agreements contain provisions for the payment of guaranteed or minimum royalty amounts.
Certain of these agreements contain provisions for the payment of guaranteed or minimum royalty amounts.
Based on our qualitative fiscal year 2024 annual impairment analysis for goodwill, we concluded that it is more likely than not that the fair value of goodwill exceeded its carrying value. See Note 7, Goodwill and Intangible Assets, in our consolidated financial statements for more information on the Company's goodwill.
Based on our qualitative fiscal year 2025 annual impairment analysis for goodwill, we concluded that it is more likely than not that the fair value of goodwill exceeded its carrying value. Refer to Note 8, Goodwill and Intangible Assets, in our notes to consolidated financial statements for more information on the Company's goodwill.
We expect to fund our capital expenditures with available cash or cash generated from operations. Financing Activities: Net cash utilized by financing activities was $497.5 million and $818.1 million in 2024 and 2023, respectively.
We expect to fund our capital expenditures with available cash or cash generated from operations. Financing Activities: Net cash utilized by financing activities was $531.3 million and $497.5 million in 2025 and 2024, respectively.
EXECUTIVE SUMMARY Hasbro is a leading game, IP, and toy company whose mission is to create joy and community through the magic of play. With over 100 years of expertise, we deliver play experiences for fans of all ages around the world, through physical and digital games, video games, toys, licensed consumer products, location-based entertainment, film, TV and more.
("Hasbro") is a leading games, intellectual property ("IP"), and toy company whose mission is to create joy and community through the magic of play. With over 100 years of expertise, we deliver play experiences to kids, families, and fans around the world, through physical and digital games, video games, toys, licensed consumer products, location-based entertainment, film, TV and more.
Refer to Note 1, Summary of Significant Accounting Policies, in our consolidated financial statements for further information on these non-recurring adjustments. Critical Accounting Policies and Significant Estimates The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.
Refer to Note 1, Summary of Significant Accounting Policies, to the notes to consolidated financial statements for further details on the non-recurring adjustments. 40 Table of Contents Critical Accounting Policies and Significant Estimates The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.
For a comparison of our consolidated results of operations for fiscal years 2023 and 2022, see Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 28, 2024.
For a comparison of our consolidated results of operations for fiscal years 2024 and 2023, refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of our Annual Report on Form 10-K for the fiscal year ended December 29, 2024, filed with the SEC on February 27, 2025.
Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. During 2024, the Company repurchased $83.1 million of its 2026 Notes.
Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. During 2025, the Company repurchased $119.9 million in aggregate principal of its 2026 and 2027 Notes.
In addition, entertainment business operating results fluctuate due to expenses recorded in relation to productions and content such as program amortization costs and advertising expenses, which are incurred and recognized, beginning prior to initial releases and then continue throughout the related distribution windows. Inflation The impact of inflation on the Company's business operations was significant during 2024.
In addition, entertainment business operating results fluctuate due to expenses recorded in relation to productions and content such as program amortization costs and advertising expenses, which are incurred and recognized, beginning prior to initial releases and then continue throughout the related distribution windows.
The change in Other expense, net during 2024 was driven primarily by an impairment loss of $78.2 million related to our joint venture investment in the Discovery Family Channel as discussed in Note 8, Equity Method Investment, in our consolidated financial statements.
Other (income) expense, net in 2024 was impacted by an impairment loss of $78.2 million related to our joint venture investment in the Discovery Family Channel as discussed in Note 9, Equity Method Investment, in our notes to consolidated financial statements.
See Note 20, Commitments and Contingencies, in our consolidated financial statements for further detail of our obligations and the expected timing of expected future payments. Uncertain Tax Positions As of December 29, 2024, the Company has a liability of $45.6 million of potential tax, interest and penalties for uncertain tax positions that have been taken or are expected to be taken in various income tax returns.
Refer to Note 21, Commitments and Contingencies, in our notes to consolidated financial statements for further detail of our obligations and the expected timing of expected future payments. Uncertain Tax Positions As of December 28, 2025, the Company has a liability of $49.0 million of potential tax, interest and penalties for uncertain tax positions that have been taken or are expected to be taken in various income tax returns.
At December 29, 2024, the Company estimates that a hypothetical immediate 10% depreciation of the U.S. dollar against all foreign currencies included in these foreign exchange forward contracts could result in an approximate $15.1 million decrease in the fair value of these instruments.
As of December 28, 2025, the Company estimates that a hypothetical immediate 10% depreciation of the U.S. dollar against all foreign currencies included in these foreign exchange forward contracts could result in an approximate $23.3 million decrease in the fair value of these instruments.
OPERATING COSTS AND EXPENSES Cost of Sales: Cost of sales primarily consists of purchased materials, labor, manufacturing overhead and other inventory-related costs such as obsolescence. Cost of sales decreased 30.9% to $1,179.5 million, or 28.5% of net revenues, for 2024 compared to $1,706.0 million, or 34.1% of net revenues, for 2023.
OPERATING COSTS AND EXPENSES Cost of Sales: Cost of sales primarily consists of purchased materials, labor, manufacturing overhead and other inventory-related costs such as obsolescence. Cost of sales increased 9.9% to $1,296.2 million, or 27.6% of net revenues, for 2025 compared to $1,179.5 million, or 28.5% of net revenues, for 2024.
The Company also has other uncommitted lines from various banks, of which approximately $7.6 million was utilized in the form of letters of credit, on December 29, 2024.
The Company also has other uncommitted lines from various banks, of which approximately $8.4 million was utilized in the form of letters of credit, on December 28, 2025.
Other Expense, Net: Other expense, net was $69.1 million in 2024 compared to Other expense, net of $7.0 million in 2023.
Other (income) expense, Net: Other income, net was $21.7 million in 2025 compared to other expense of $69.1 million in 2024.
Loss on Disposal of Business: Loss on disposal of business decreased to $37.4 million, or 0.9% of net revenues, in 2024 compared to $539.0 million, or 10.8% of net revenues, in 2023.
Loss on Disposal of Business: Loss on disposal of business decreased to $25.0 million, or 0.5% of net revenues, in 2025 compared to $37.4 million, or 0.9% of net revenues, in 2024.
Financing activities in 2024 primarily include $498.6 million of proceeds from issuance of the 2034 Notes, dividends paid of $389.9 million, repayments of long-term debt of $581.3 million related to the 3% Notes due 2024 of $500 million and the repurchase of $83.1 million of its Notes due 2026, and $14.4 million of payments related to tax withholdings for stock compensation coinciding with equity award vesting activity.
Financing activities in 2024 primarily include repayments of long-term debt of $581.3 million related to the 3% Notes due 2024 of $500 million and the repurchase of $83.1 million of its Notes due 2026, net proceeds of $498.6 million from the issuance of the 2034 Notes, dividends paid of $389.9 million, and $14.4 million of payments related to tax withholdings for stock compensation coinciding with equity award vesting activity. 44 Table of Contents Contractual Obligations and Commitments The Company’s cash requirements within the next twelve months include accounts payable and accrued liabilities, other current liabilities, and purchase commitments and other obligations.
Selling, Distribution and Administration Expenses: Selling, distribution and administration expenses decreased to $1,213.2 million, or 29.3% of net revenues in 2024, from $1,480.4 million, or 29.6% of net revenues, in 2023.
Selling, Distribution and Administration Expenses: Selling, distribution and administration expenses decreased to $1,173.9 million, or 25.0% of net revenues in 2025, from $1,213.2 million, or 29.3% of net revenues, in 2024.
The decrease in Selling, distribution and administration expenses in dollars and as a percent of net revenues during the 2024 primarily reflects lower administrative expenses due to cost savings initiatives, a prior year intangible asset impairment charges of $65.0 million related to the Company's eOne trademark intangible asset and $51.0 million related to the Company's PJ MASKS intangible asset, along with a non-recurring stock-compensation favorable adjustment of $18.1 million recorded during the first quarter of 2024, partially offset by a non-recurring $31.1 million expense related to historical environmental exposures as discussed in Note 1, Summary of Significant Accounting Policies, in our consolidated financial statements.
The decrease in Selling, distribution and administration expenses during 2025 compared to 2024 primarily reflects lower administrative expenses due to cost savings initiatives, along with a non-recurring $31.1 million expense related to historical environmental exposures recorded during 2024, partially offset by a non-recurring stock-compensation adjustment of $18.1 million recorded during 2024, as discussed in Note 1, Summary of Significant Accounting Policies, in our notes to consolidated financial statements.
For other intangible assets with definite lives, we assess for impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable.
For other intangible assets with definite lives, we assess for impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable. The quantitative test of goodwill for impairment requires us to estimate the fair value of our reporting units.
Program cost amortization reflects both the phasing of revenues associated with films and television programming, as well as the type of content being produced and distributed.
Program cost amortization reflects both the phasing of revenues associated with films and television programming, as well as the type of content being produced and distributed. The decrease in dollars and as a percent of net revenues during 2025 was driven by reduced content spend.
The critical accounting policies which management believes are the most critical to aid in fully understanding and evaluating the Company’s reported financial results include the recoverability of goodwill and intangible assets and income taxes. 38 Table of Contents Recoverability of Goodwill and Intangible Assets Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the tangible net assets recorded in connection with each acquisition.
The critical accounting policies which management believes are the most critical to aid in fully understanding and evaluating the Company’s reported financial results include the recoverability of goodwill and intangible assets and income taxes.
Revenues from the Company’s top five retail customers, accounted for approximately 36% of its consolidated net revenues in 2024. The Company monitors the creditworthiness of its customers and adjusts credit policies and limits as it deems appropriate.
Industry Trends, the Economy and Inflation The principal market for the Company’s toys and games and licensed consumer products is the retail sector. Revenues from the Company’s top five retail customers, accounted for approximately 35% of its consolidated net revenues in 2025. The Company monitors the creditworthiness of its customers and adjusts credit policies and limits as it deems appropriate.
The Company may issue debt or equity securities from time to time, to provide additional sources of liquidity when pursuing opportunities to enhance its long-term competitive position, while maintaining a strong balance sheet.
As of December 28, 2025, the Company had $776.6 million of Cash and cash equivalents, $105.4 million of Short-term investments and $3,281.9 million of total long-term debt. The Company may issue debt or equity securities from time to time, to provide additional sources of liquidity when pursuing opportunities to enhance its long-term competitive position, while maintaining a strong balance sheet.
Unless otherwise specifically indicated, all dollar or share amounts herein are expressed in millions of dollars or shares, except for per share amounts. The fiscal year ended December 29, 2024 was a fifty-two week period and fiscal year December 31, 2023 was a fifty-three week period.
Unless otherwise specifically indicated, all dollar or share amounts herein are expressed in millions of dollars or shares, except for per share amounts. The fiscal years ended December 28, 2025 and December 29, 2024 were both fifty-two week periods. 33 Table of Contents EXECUTIVE SUMMARY Hasbro Inc.
The Company or the administering bank may terminate the agreement upon at least 30 days’ written notice. The amount of obligations confirmed under the supplier finance program that remain unpaid were $66.2 million, and $43.3 million as of December 29, 2024 and December 31, 2023, respectively. These obligations are presented within Accounts payable in the Company's Consolidated Balance Sheets.
The amount of obligations confirmed under the supplier finance program that remain unpaid were $45.7 million, and $66.2 million as of December 28, 2025 and December 29, 2024, respectively. These obligations are presented within Accounts payable in the Company's Consolidated Balance Sheets.
Contractual Obligations and Commitments The Company’s cash requirements within the next twelve months include accounts payable and accrued liabilities, other current liabilities, and purchase commitments and other obligations. We expect the cash required to meet these obligations to be primarily generated through a combination of cash from operations and access to capital from financial markets.
We expect the cash required to meet these obligations to be primarily generated through a combination of cash from operations and access to capital from financial markets.
See Note 11, Long-Term Debt and Other Financing, in our consolidated financial statements for additional information on outstanding long-term debt and credit facilities. 40 Table of Contents Cash Flow The following table presents the cash flow activities for 2024 and 2023: Net cash provided by (used in): 2024 2023 Operating Activities $ 847.4 $ 725.6 Investing Activities (203.7) 117.6 Financing Activities (497.5) (818.1) Effect of exchange rate changes on cash 3.4 7.2 Increase in cash, cash equivalents and restricted cash $ 149.6 $ 32.3 Operating Activities: Cash flows provided by operating activities were $847.4 million in 2024 as compared to $725.6 million in 2023.
Cash Flow The following table presents the cash flow activities for 2025 and 2024: Net cash provided (utilized) by: 2025 2024 Operating activities $ 893.2 $ 847.4 Investing activities (284.4) (203.7) Financing activities (531.3) (497.5) Effect of exchange rate changes on cash 4.1 3.4 Increase in cash, cash equivalents and restricted cash $ 81.6 $ 149.6 Operating Activities: Cash flows provided by operating activities were $893.2 million in 2025 as compared to $847.4 million in 2024.
The Cost of sales decrease in dollars and as a percent of net revenues was driven primarily by lower sales volumes, lower inventory obsolescence charges, supply chain productivity, and cost savings initiatives, and a $26.7 million benefit related to a historical 34 Table of Contents over-accrual of vendor commitment liabilities as discussed in Note 1, Summary of Significant Accounting Policies, in our consolidated financial statements.
The Cost of sales increase in dollars was driven primarily by sales volumes and a $26.7 million benefit recorded during 2024 related to a historical over-accrual of vendor commitment liabilities as discussed in Note 1, Summary of Significant Accounting Policies, in our notes to consolidated financial statements. Additionally, Cost of sales for 2025 includes $44.9 million of tariff costs.
Program Cost Amortization: Program cost amortization totaled $49.3 million, or 1.2% of net revenues in 2024, compared to $448.9 million, or 9.0% of net revenues in 2023. The majority of the Company's program costs are capitalized as incurred and amortized using the individual-film-forecast method. The Company also utilizes the percentage of completion methodology, primarily related to unscripted content.
These factors were offset by supply chain productivity and cost savings initiatives. Program Cost Amortization: Program cost amortization totaled $35.8 million, or 0.8% of net revenues in 2025, compared to $49.3 million, or 1.2% of net revenues in 2024. The majority of the Company's program costs are capitalized as incurred and amortized using the individual-film-forecast method.
At December 29, 2024, these contracts had net unrealized gains of $0.5 million, of which $1.7 million are recorded in Prepaid expenses and other current assets, $1.2 million are recorded in Accrued liabilities. Included in Accumulated other comprehensive loss at December 29, 2024 are deferred losses of $4.4 million, net of tax, related to these derivatives.
As of December 28, 2025, these contracts had net unrealized losses of $7.1 million, of which $0.7 million of unrealized gains recorded in Prepaid expenses and other current assets, $0.9 million of unrealized gains are recorded in Other assets, $8.0 million of unrealized losses are recorded in Accrued liabilities, and $0.7 million of unrealized losses are recorded in Other liabilities.
Absent the unfavorable adjustment to the loss on sale with no corresponding tax benefit, the Company recorded a net discrete tax benefit of $13.1 million, primarily associated with a benefit from the release of uncertain tax positions for certain statute of limitation expirations, and favorable return to provision adjustments.
The net discrete tax expense recorded in 2025 is primarily associated with net valuation allowances recorded during the year. The net discrete tax benefit recorded in 2024 is primarily associated with a benefit from the release of uncertain tax positions for certain statute of limitation expirations, and favorable return to provision adjustments.
The Loss on disposal of business for both periods represents the loss recognized associated with the sale of the Company's eOne Film and TV business within the Entertainment segment during 2023. See Note 3, Sale of Entertainment One Film and TV Business, in our consolidated financial statements for additional information on the sale of the eOne Film and TV business.
The Loss on disposal of business for both periods represents the loss recognized associated with the divestiture of the Company's non-core film and TV business (the "eOne Film and TV business") within the Entertainment segment.
The Company has primarily funded its operations and liquidity needs through cash on hand and from cash flows from operations, and when needed, used commercial paper and borrowings under its available lines of credit. As of December 29, 2024, the Company had $695.0 million of Cash and cash equivalents and $3,401.8 million of Long-term debt.
LIQUIDITY AND CAPITAL RESOURCES The Company has historically generated a significant amount of cash from operations. The Company has primarily funded its operations and liquidity needs through cash on hand and from cash flows from operations, and when needed, used commercial paper and borrowings under its available lines of credit.
Product development expenditures reflect the Company’s investment in innovation and anticipated growth across our brand portfolio. The decrease in Product development expense during 2024 was driven by cost savings initiatives, along with phasing of product releases. Advertising: Advertising expense in 2024 totaled $319.5 million, or 7.7% of net revenues, compared to $358.4 million or 7.2% of net revenues in 2023.
Product Development: Product development expense in 2025 totaled $385.6 million, or 8.2% of net revenues, compared to $294.1 million, or 7.1% of net revenues, in 2024. Product development expenditures reflect the Company’s investment in innovation and anticipated growth across our brand portfolio.
Royalties: Royalty expense totaled $284.2 million, or 6.9% of net revenues, in 2024 compared to $428.3 million, or 8.6% of net revenues, in 2023. Fluctuations in royalty expense generally relate to the volume of entertainment-driven products sold in a given period, especially if the Company is selling product tied to one or more major motion picture releases in the period.
Fluctuations in royalty expense generally relate to the volume of entertainment-driven products sold in a given period, especially if the Company is selling product tied to one or more major motion picture releases in the period, as well as product mix for our toy, game, and trading card products that utilize partner IP.
Deferred tax liabilities represent expenses recognized on the Company’s income tax return that have not yet been recognized in the Company’s consolidated financial statements or income recognized in the consolidated financial statements that has not yet been recognized in the Company’s income tax return.
Deferred tax liabilities represent expenses recognized on the Company’s income tax return that have not yet been recognized in the Company’s consolidated financial statements or income recognized in the consolidated financial statements that has not yet been recognized in the Company’s income tax return. 42 Table of Contents NEW ACCOUNTING PRONOUNCEMENTS For a discussion of recent accounting pronouncements and a discussion of the Company's significant accounting policies refer to Note 1, Summary of Significant Accounting Policies, in our notes to consolidated financial statements.
Entertainment Segment The following table presents Entertainment segment net revenues by category for 2024 and 2023: Net Revenues 2024 2023 % Change Film and TV $ 6.6 $ 575.5 (99) % Family Brands 73.7 83.8 (12) % Net Revenues $ 80.3 $ 659.3 (88) % Entertainment segment net revenues decreased 88% in 2024 compared to 2023 driven by lower net revenues as a result of the sale of the eOne Film and TV business during the fourth quarter of 2023.
Entertainment Segment The following table presents Entertainment segment net revenues by category for 2025 and 2024: 2025 2024 % Change Family Brands $ 66.7 $ 73.7 (9.5) % Film and TV 10.1 6.6 53.0 % Net Revenues $ 76.8 $ 80.3 (4.4) % Entertainment segment net revenues decreased 4.4% in 2025 compared to 2024, primarily driven by the timing of entertainment streaming renewals.
Financing activities in 2023 primarily include repayments of long-term debt of $359.6 million primarily related to the repayment of debt in connection with the sale of the eOne Film and TV Business, dividends paid of $388.0 million, and $16.8 million of payments related to tax withholdings for stock compensation coinciding with equity award vesting activity.
Financing activities in 2025 primarily include dividends paid of $392.5 million, aggregate repayments of long-term debt of $118.2 million related to the repurchase of a portion of its Notes due in 2026 and 2027, and $23.7 million of payments related to tax withholdings for stock compensation coinciding with equity award vesting activity.
During 2023, the Company recorded $1,191.2 million of non-cash goodwill impairment charges associated with goodwill assigned to the Company's Film and TV reporting unit. See further detail in Note 7, Goodwill and Intangible Assets, in our consolidated financial statements related to the goodwill impairment charges.
Impairment of Goodwill: During 2025, the Company recorded a $1,021.9 million non-cash goodwill impairment charge associated with goodwill assigned to reporting units within the Company's Consumer Products segment. There were no goodwill impairment charges during 2024. Refer to Note 8, Goodwill and Intangible Assets, in our notes to consolidated financial statements for further details.
Investing activities in 2024 primarily reflects $571.0 million of purchases of short-term investments from proceeds of the issuance of the 2034 Notes, $583.0 million maturity of short-term investments used to repay the 2024 Notes, $87.2 million of additions of property, plant, and equipment, and $110.3 million for software development additions.
Investing activities in 2025 primarily reflects $105.4 million of purchases of U.S. Treasury bill investments, $63.3 million of additions of property, plant, and equipment, and $135.0 million of additions attributable to software development. Investing activities in 2024 primarily reflects $87.2 million of additions of property, plant, and equipment and $110.3 million of additions attributable to software development. Purchases of U.S.
Corporate and Other, which does not meet the criteria to be an operating segment, provides management and administrative services to the Company's principal reporting segments and consists of unallocated corporate expenses and administrative costs and activities not considered when evaluating segment performance as well as certain assets benefiting more than one segment. 36 Table of Contents The following table presents net external revenues and operating profit (loss) for the Company's reportable segments for 2024 and 2023: 2024 2023 % Change Net revenues: Consumer Products $ 2,543.9 $ 2,886.4 (12) % Wizards of the Coast and Digital Gaming 1,511.3 1,457.6 4 % Entertainment 80.3 659.3 (88) % Total net revenues $ 4,135.5 $ 5,003.3 (17) % Operating profit (loss): Consumer Products $ 115.3 $ (64.7) 278 % Wizards of the Coast and Digital Gaming 632.0 525.7 20 % Entertainment (1.6) (1,911.5) 100 % Corporate and Other (55.7) (88.3) 37 % Total Operating profit (loss) $ 690.0 $ (1,538.8) 145 % Consumer Products Segment The following table presents the Consumer Products segment net revenues by major geographic region for 2024 and 2023: Net Revenues 2024 2023 % Change North America $ 1,493.0 $ 1,649.1 (9) % Europe 519.7 669.5 (22) % Asia Pacific 286.7 256.3 12 % Latin America 244.5 311.5 (22) % Net Revenues $ 2,543.9 $ 2,886.4 (12) % Consumer Products segment net revenues decreased 12% in 2024 compared to 2023 primarily driven by exited businesses, including out-licensing certain brands, shifts in product mix, reduced closeout sales as a result of last year's inventory clean up initiatives, and broader industry trends, .
Corporate and Other, which does not meet the criteria to be an operating segment, provides management and administrative services to the Company's principal reporting segments and consists of unallocated corporate expenses and administrative costs and activities not considered when evaluating segment performance as well as certain assets benefiting more than one segment. 38 Table of Contents The following table presents net external revenues and operating profit (loss) for the Company's reportable segments for 2025 and 2024: 2025 2024 % Change Net revenues: Wizards of the Coast and Digital Gaming $ 2,186.9 $ 1,511.3 44.7 % Consumer Products 2,437.6 2,543.9 (4.2) % Entertainment 76.8 80.3 (4.4) % Total net revenues $ 4,701.3 $ 4,135.5 13.7 % Operating profit (loss): Wizards of the Coast and Digital Gaming $ 1,006.8 $ 632.0 59.3 % Consumer Products (1) (942.6) 115.3 NM Entertainment (1) 0.4 (1.6) NM Corporate and Other (53.5) (55.7) 3.9 % Total operating profit $ 11.1 $ 690.0 (98.4) % (1) % Change is not meaningful ("NM") for these segments.
The Company still has significant cash needs outside the United States and continues to consistently monitor and analyze its global working capital and cash requirements. As of 2024, we have recorded $4.6 million of foreign withholding and U.S. state income tax liability.
We previously considered the earnings in our non-U.S. subsidiaries to be indefinitely reinvested and, accordingly, recorded no deferred income taxes. The Company still has significant cash needs outside the United States and continues to consistently monitor and analyze its global working capital and cash requirements. However, we intend to repatriate substantially all of our accumulated foreign earnings when appropriate.
Corporate and Other In Corporate and Other, the operating losses were $55.7 million in 2024 compared to operating losses of $88.3 million in 2023. Improved operating results in 2024 reflects cost savings realized from cost savings initiatives and a benefit from the net impact of the three non-recurring prior period adjustments recorded during 2024.
Operating losses in 2025 were lower than 2024, primarily due to net realized cost savings initiatives more than offsetting three prior period non-recurring adjustments recorded during 2024 that provided a combined income statement benefit of approximately $13.7 million.
During 2024, the Company incurred a $37.4 million unfavorable adjustment to the 2023 Loss on sale of the Film & TV reporting unit with no corresponding tax benefit.
For 2024, the Company had a $37.4 million unfavorable adjustment to Loss on disposal of the eOne Film and TV business with no associated tax benefit. The effective tax rates for 2025 and 2024 were (212.1)% and 20.7%, respectively.
The level of the Company’s advertising expense is generally impacted by revenue mix, the amount and type of theatrical releases and television programming delivered. The Advertising expense decrease during 2024 was primarily driven by the sale of the eOne Film and TV business, along with declines in the advertising expense in the Consumer Products segment due to lower net revenues.
The level of the Company’s advertising expense is generally impacted by revenue mix, as well as the amount and type of theatrical releases and television programming delivered.
The increase in operating profit in 2024 was driven by favorable licensing product mix, supply chain productivity, and cost savings realized from cost savings initiatives, partially offset by the lower sale volumes contributions. 37 Table of Contents Wizards of the Coast and Digital Gaming Segment The following table presents Wizards of the Coast and Digital Gaming segment net revenues by category for 2024 and 2023: Net Revenues 2024 2023 % Change Tabletop Gaming $ 1,039.6 $ 1,072.5 (3) % Digital and Licensed Gaming 471.7 385.1 22 % Net Revenues $ 1,511.3 $ 1,457.6 4 % Wizards of the Coast and Digital Gaming segment net revenues increased 4% in 2024 compared to 2023.
Wizards of the Coast and Digital Gaming Segment The following table presents Wizards of the Coast and Digital Gaming segment net revenues by category for 2025 and 2024: 2025 2024 % Change Tabletop Gaming $ 1,686.6 $ 1,039.6 62.2 % Digital and Licensed Gaming 500.3 471.7 6.1 % Net Revenues $ 2,186.9 $ 1,511.3 44.7 % Wizards of the Coast and Digital Gaming segment net revenues increased 44.7% in 2025 compared to 2024.
The Company will continue to record additional tax effects, if any, in the period that the on-going distribution analysis is completed and is able to make reasonable estimates. Tax laws are regularly being re-examined and evaluated globally.
As of December 28, 2025, we have recorded $5.3 million of foreign withholding and U.S. state income tax liability. The Company will continue to record additional tax effects, if any, in the period that the ongoing distribution analysis is completed and is able to make reasonable estimates. We are subject to income and other taxes in the U.S.
Wizards of the Coast and Digital Gaming segment operating profit increased $106.3 million to $632.0 million in 2024, compared to $525.7 million in 2023. Operating profit margin increased to 41.8% in 2024 from 36.1% in 2023.
Digital and Licensed Gaming increased 6.1% due to strong results for MONOPOLY GO!, which contributed $168.0 million of revenue in 2025 compared to $112.2 million of revenue in 2024. Wizards of the Coast and Digital Gaming segment operating profit increased $374.8 million to $1,006.8 million in 2025, compared to $632.0 million in 2024.
We continue to evaluate the impacts of enacted and pending legislation related to Pillar 2 in our non-US tax jurisdictions. SEGMENT RESULTS The summary that follows provides a discussion of the results of operations of our segments: Consumer Products, Wizards of the Coast & Digital Gaming and Entertainment.
In 2025 and 2024 no changes, other than those discussed above, materially impacted our Consolidated Financial Statements. SEGMENT RESULTS The summary that follows provides a discussion of the results of operations of our segments: Wizards of the Coast & Digital Gaming, Consumer Products and Entertainment.
The increase in Entertainment segment operating results in 2024 was driven by non-cash impairment charges in 2023 comprised of a goodwill impairment charge of $1,191.2 million primarily associated Company's eOne Film and TV business; a loss on disposal of business of $539.0 million related to the sale of the eOne Film and TV business; and intangible asset impairment charges of $65.0 million and $51.0 million related to definite-lived intangible assets for the eOne Trademark and PJ MASKS, respectively.
Entertainment segment operating profit increased to $0.4 million, compared to an operating loss of $1.6 million in 2024. The increase in Entertainment segment operating results was driven by a decrease of $12.4 million in Loss on disposal of business related to the sale of the eOne Film and TV business in 2025 as compared to 2024.
Indebtedness and Credit Facilities As of December 29, 2024, the Company had $3,401.8 million of Long-term debt due at varying times from 2026 through 2044. In May 2024, the Company issued an aggregate of $500.0 million of senior unsecured debt securities that bears a fixed interest of 6.05% due 2034 (the "2034 Notes").
Indebtedness and Credit Facilities As of December 28, 2025, the Company had $3,281.9 million of debt due at varying times from 2026 through 2044.
Consumer Products segment operating results increased $180.0 million to an operating income of $115.3 million in 2024, compared to an operating loss of $64.7 million in 2023. Operating profit margin increase to 4.5% of net revenues in 2024 from an operating loss margin of 2.2% of net revenues in 2023.
Operating profit margin decreased to (38.7)% of net revenues in 2025 from an operating margin of 4.5% of net revenues in 2024.
Amortization of Intangible Assets: Amortization of intangible assets decreased to $68.3 million, or 1.7% of net revenues, in 2024 compared to $83.0 million, or 1.7% of net revenues, in 2023. The decrease in 2024 reflects lower definite lived intangible assets due to the sale of the eOne Film and TV business and impairments taken in 2023.
Amortization of Intangible Assets: Amortization of intangible assets remained relatively flat at $66.0 million, or 1.4% of net revenues, in 2025 compared to $68.3 million, or 1.7% of net revenues, in 2024. The amortization expense was driven by the straight-line amortization of the Company's remaining definite-lived intangible assets.
Investing Activities: Net cash flows utilized for investing activities was $203.7 million in 2024 compared to net cash flows provided by investing activities of $117.6 million in 2023.
Operating cash flow was also impacted by the timing and magnitude of tax payments, including the payment of the net deemed repatriation tax, in 2025 when compared to 2024. Investing Activities: Net cash flows utilized by investing activities were $284.4 million in 2025 as compared to $203.7 million in 2024.
The Partner Brands portfolio net revenues decreased 15% in 2024 as compared to 2023. During 2024, Partner Brands net revenue decreases were driven by lower net revenues from the Company's products for STAR WARS and MARVEL which benefited from a broader slate of entertainment releases in prior years without a more recent release entertainment release to support revenue in 2024.
During 2025, Optimize Brands net revenue decreases were driven by lower net revenues from the Company's products for STAR WARS, impacted by a reduced slate of entertainment releases, along with declines from PEPPA PIG and BABY ALIVE. The net revenue decrease was partially offset by continued growth in TRANSFORMERS and DUEL MASTERS.
The Portfolio Brands net revenues decreased 17% in 2024 as compared to 2023 primarily driven by lower net revenues from POWER RANGERS, PJ MASKS and BABY ALIVE products which were partially offset by revenue contributions from FURBY products following the Company's reintroduction of the brand and refreshed product line during the second quarter of 2023, the release of the next generation of BEYBLADE in 2024, and licensing revenue for MY LITTLE PONY trading cards.
The Reinvent Brands net revenues decreased 13.7% in 2025 as compared to 2024 primarily driven by lower net revenues from NERF, which were partially offset by revenue contributions from BEYBLADE.
INCOME TAXES Income tax expense totaled $102.6 million on pre-tax income of $497.0 million during 2024 compared to an income tax benefit of $221.3 million on pre-tax loss of $1,709.1 million during 2023.
The remainder of the change in Other (income) expense, net was primarily driven by foreign currency exchange gains and losses experienced during 2025 as compared to those experienced during 2024. 37 Table of Contents INCOME TAXES Income tax expense totaled $216.2 million on pre-tax loss of $102.0 million during 2025 compared to income tax expense of $102.6 million on pre-tax income of $497.0 million during 2024.
Removed
See the Segment Results discussion below for further details. 33 Table of Contents The following table presents net revenues expressed in millions of dollars, by brand portfolio for 2024 and 2023: Net Revenues 2024 2023 % Change Franchise Brands $ 3,120.9 $ 3,256.5 (4) % Partner Brands 583.4 687.8 (15) % Portfolio Brands 431.2 521.8 (17) % Non-Hasbro Branded Film & TV (1) — 537.2 (100) % Total $ 4,135.5 $ 5,003.3 (17) % (1) Net revenues from the Company's Non-Hasbro-branded Film and TV portfolio were associated with the Company's non-core eOne Film and TV business sold to Lionsgate during the fourth quarter of 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. The information required by this item is included in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation, of this Form 10-K and is incorporated herein by reference. 43 Table of Contents
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. The information required by this item is included in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation, of this Form 10-K and is incorporated herein by reference. 47 Table of Contents

Other HAS 10-K year-over-year comparisons