Hasbro 10-Q 2026-06-28
Filed 2026-07-30. 8 sections, 224K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-Q
__________________
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 28, 2026
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-6682
__________________
HASBRO, INC.
(Exact name of registrant as specified in its charter)
| Rhode Island | 05-0155090 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| 1027 Newport Avenue | ||||||||
| Pawtucket, | Rhode Island | 02861 | ||||||
| (Address of Principal Executive Offices) | (Zip Code) |
(401) 431-8697
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.50 par value per share | HAS | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No [x]
The number of shares of Common Stock, par value $.50 per share, outstanding as of July 20, 2026 was 141,044,467.
Hasbro, Inc.
Form 10-Q
For the Quarter Ended June 28, 2026
Special Note Regarding Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q (“Quarterly Report”) contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which may be identified by the use of forward-looking words or phrases, include statements relating to: our business strategies and plans; products, gaming and entertainment; anticipated cost savings; expected debt repayments and share repurchases; expected impact of tariffs or refunds thereof; anticipated impact of moving our Rhode Island operations to Boston, Massachusetts; expectations relating to the impact of unauthorized access to the Company’s network, including on our financial condition and results of operations, findings from our investigation into the unauthorized access, the effectiveness of our containment and remediation efforts, costs and expenses and any insurance recoveries; expected impact of newly issued accounting pronouncements and tax legislation; financial targets; and expectations for our future performance. Our actual actions or results may differ materially from those expected or anticipated in the forward-looking statements due to both known and unknown risks and uncertainties.
Factors that might cause such a difference include, but are not limited to:
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our ability to successfully implement and execute on our Playing to Win business strategy;
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our ability to successfully compete in the play industry and further develop our digital gaming, licensing and consumer products businesses and partnerships;
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our ability to continually introduce new and innovative products that are accepted by consumers, particularly for brands such as Magic: The Gathering in which we have seen an increasing concentration of our sales and profits;
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risks associated with the imposition, threat, or uncertainty of tariffs, including any possible refunds of tariffs, in markets in which we operate; imposition of tariffs could increase our product costs and other costs of doing business, result in higher prices of our products, impact consumer spending, lower our revenues, result in delays or reductions in purchases from our customers, result in goodwill impairments, reduce earnings and otherwise have an adverse impact on our business;
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risks associated with international operations, such as: conflict in territories in which we operate or which affect areas in which we operate such as the recent conflict with Iran, which could impact, among other things, shipping timing, oil prices and other product and raw material costs and consumer spending; currency conversion; currency fluctuations; quotas; shipping delays or difficulties; border adjustment taxes, tariffs or other protectionist measures; and other factors impacting the territories in which we operate;
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risk or disruption to our business our inability to protect our assets and intellectual property, including as a result of infringement, theft, misappropriation, cyber-attacks or other acts compromising the integrity of our assets or intellectual property or systems;
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risks associated with unauthorized access to our network we recently experienced, including the duration and magnitude of operational disruption; the effectiveness of our response; the impact of such unauthorized access on our business, operations, financial results, and financial reporting; and any further business disruptions from such unauthorized access and increased costs relating to such unauthorized access, including from any legal proceedings;
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risks related to political, economic and public health conditions or regulatory changes in the markets in which we and our customers, partners, licensees, suppliers and manufacturers operate, such as inflation, fluctuating interest rates, tariffs, higher commodity prices, labor strikes, labor costs or transportation costs, or outbreaks of illness or disease, the occurrence of which could create work slowdowns, delays or shortages in production or shipment of products, increases in costs, reduced purchasing power or less discretionary income, or losses and delays in revenue and earnings;
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uncertain and unpredictable global and regional economic conditions impacting one or more of the markets in which we sell products, which can result in higher prices for our products or consumer necessities and can otherwise negatively impact our customers and consumers, result in lower employment levels, consumer discretionary income, retailer inventories and spending, including lower spending on purchases of our products;
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our ability to transform our business and capabilities to address the changing global consumer landscape, including evolving demographics for our products and advancements in emerging technologies, such as the integration of artificial intelligence into our product development, marketing strategies, and consumer engagement, and the associated risks such as evolving regulatory standards, implementation challenges, and third-party dependencies on such technologies;
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our ability to design, develop, manufacture, and ship products on a timely, cost-effective and profitable basis;
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the concentration of our customers, potentially increasing the negative impact to our business of difficulties experienced by any of our customers or changes in their purchasing or selling patterns;
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our dependence on third-party relationships, including with third-party partners, manufacturers, distributors, studios, content producers, licensors, licensees, and outsourcers, which creates reliance on others and loss of control;
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risks relating to the concentration of manufacturing for many of our products in the People’s Republic of China, which include the risks associated with increased tariffs imposed on trade between China and the U.S., and our ability to successfully diversify sourcing of our products to reduce reliance on sources of supply in China;
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the success of our key partner brands, including the ability to secure, maintain and extend agreements with our key partners or the risk of delays, increased costs or difficulties associated with any of our or our partners’ planned digital applications or media initiatives;
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our ability to attract and retain talented and diverse employees;
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our business could be adversely affected by challenges and disruptions arising from the loss of skills, knowledge or expertise, and from uncertainty regarding the continued employment of key personnel, particularly as a result of recent workforce reductions and the planned relocation of our Rhode Island operations to Boston, Massachusetts;
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our ability to realize the benefits of cost-savings and efficiency and/or revenue and operating profit enhancing initiatives;
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risks relating to the impairment and/or write-offs related to businesses, products and/or content we acquire, develop and/or produce;
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the risk that acquisitions, dispositions and other investments we complete may not provide us with the benefits we expect, or the realization of such benefits may be significantly delayed or reduced;
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fluctuations in our business due to seasonality;
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the risk of product recalls or product liability suits and costs associated with product safety regulations;
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the impact of litigation or arbitration decisions or settlement actions;
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the bankruptcy or other lack of success of one or more of our significant retailers, licensees and other partners; and
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other risks and uncertainties as may be detailed in our public announcements and U.S. Securities and Exchange Commission (“SEC”) filings.
For a detailed discussion of these and other risks, uncertainties and factors, see Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 (the “2025 Annual Report”), as well as Part II, Item 1A "Risk Factors" of this report.
The statements contained herein are based on our current beliefs and expectations. We undertake no obligation to make any revisions to the forward-looking statements contained in this Form 10-Q or to update them to reflect events or circumstances occurring after the date of this Form 10-Q.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Millions of Dollars Except Share Data)
(Unaudited)
| June 28, 2026 | June 29, 2025 | December 28, 2025 | |||||||||||||||
| ASSETS | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | 880.5 | $ | 546.9 | $ | 776.6 | |||||||||||
| Short-term investments | 497.7 | — | 105.4 | ||||||||||||||
| Accounts receivable, net | 751.7 | 717.8 | 1,059.8 | ||||||||||||||
| Inventories | 353.2 | 417.1 | 259.8 | ||||||||||||||
| Prepaid expenses and other current assets | 366.5 | 359.4 | 382.1 | ||||||||||||||
| Total current assets | 2,849.6 | 2,041.2 | 2,583.7 | ||||||||||||||
| Property, plant and equipment, net of accumulated depreciation of $1,079.6, $1,055.4 and $1,060.0 | 453.9 | 251.8 | 247.8 | ||||||||||||||
| Goodwill | 1,256.2 | 1,256.8 | 1,256.7 | ||||||||||||||
| Other intangible assets, net of accumulated amortization of $439.9, $460.3 and $412.2 | 426.4 | 489.4 | 456.7 | ||||||||||||||
| Other assets | 1,051.1 | 1,135.2 | 1,007.1 | ||||||||||||||
| Total assets | $ | 6,037.2 | $ | 5,174.4 | $ | 5,552.0 | |||||||||||
| LIABILITIES, NONCONTROLLING INTERESTS AND SHAREHOLDERS' EQUITY | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Current portion of long-term debt | $ | 497.0 | $ | — | $ | 497.0 | |||||||||||
| Accounts payable | 374.9 | 339.6 | 335.4 | ||||||||||||||
| Accrued liabilities | 843.4 | 888.2 | 1,038.7 | ||||||||||||||
| Total current liabilities | 1,715.3 | 1,227.8 | 1,871.1 | ||||||||||||||
| Long-term debt | 3,041.2 | 3,320.9 | 2,767.9 | ||||||||||||||
| Other liabilities | 550.4 | 356.0 | 347.5 | ||||||||||||||
| Total liabilities | 5,306.9 | 4,904.7 | 4,986.5 | ||||||||||||||
| Commitments and contingencies (Note 16) | |||||||||||||||||
| Shareholders' equity: | |||||||||||||||||
| Preference stock of $2.50 par value. Authorized 5,000,000 shares; none issued | — | — | — | ||||||||||||||
| Common stock of $0.50 par value. Authorized 600,000,000 shares; 220,286,736 shares issued | 110.1 | 110.1 | 110.1 | ||||||||||||||
| Additional paid-in capital | 2,733.6 | 2,644.2 | 2,695.4 | ||||||||||||||
| Retained earnings | 1,712.9 | 1,319.3 | 1,554.1 | ||||||||||||||
| Accumulated other comprehensive loss | (211.9) | (226.6) | (217.5) | ||||||||||||||
| Treasury stock, at cost; 79,017,960 shares; 80,075,685 shares; and 79,901,615 shares, respectively | (3,639.5) | (3,605.9) | (3,603.6) | ||||||||||||||
| Noncontrolling interests | 25.1 | 28.6 | 27.0 | ||||||||||||||
| Total shareholders' equity | 730.3 | 269.7 | 565.5 | ||||||||||||||
| Total liabilities, noncontrolling interests and shareholders' equity | $ | 6,037.2 | $ | 5,174.4 | $ | 5,552.0 |
See accompanying condensed notes to consolidated financial statements.
HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Millions of Dollars Except Per Share Data)
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | ||||||||||||||||||||
| Net revenues | $ | 1,139.6 | $ | 980.8 | 2,139.8 | 1,867.9 | |||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of sales | 272.4 | 225.3 | 508.5 | 429.8 | |||||||||||||||||||
| Program cost amortization | 3.1 | 6.2 | 7.1 | 13.6 | |||||||||||||||||||
| Royalties | 89.9 | 84.5 | 167.6 | 141.5 | |||||||||||||||||||
| Product development | 93.6 | 77.5 | 171.6 | 158.0 | |||||||||||||||||||
| Advertising | 74.8 | 63.6 | 135.2 | 119.0 | |||||||||||||||||||
| Amortization of intangible assets | 14.6 | 17.2 | 29.2 | 34.2 | |||||||||||||||||||
| Impairment of goodwill (Note 7) | — | 1,021.9 | — | 1,021.9 | |||||||||||||||||||
| Loss on disposal of business | — | — | — | 25.0 | |||||||||||||||||||
| Selling, distribution and administration | 338.7 | 282.8 | 597.8 | 552.4 | |||||||||||||||||||
| Total costs and expenses | 887.1 | 1,779.0 | 1,617.0 | 2,495.4 | |||||||||||||||||||
| Operating profit (loss) | 252.5 | (798.2) | 522.8 | (627.5) | |||||||||||||||||||
| Non-operating expense: | |||||||||||||||||||||||
| Interest expense | 46.5 | 40.6 | 88.3 | 82.2 | |||||||||||||||||||
| Interest income | (12.9) | (5.4) | (23.0) | (14.3) | |||||||||||||||||||
| Other expense (income), net | 10.2 | (18.7) | 4.7 | (17.3) | |||||||||||||||||||
| Total non-operating expense, net | 43.8 | 16.5 | 70.0 | 50.6 | |||||||||||||||||||
| Earnings (loss) before income taxes | 208.7 | (814.7) | 452.8 | (678.1) | |||||||||||||||||||
| Income tax expense | 47.4 | 40.0 | 92.0 | 77.1 | |||||||||||||||||||
| Net earnings (loss) | 161.3 | (854.7) | 360.8 | (755.2) | |||||||||||||||||||
| Net earnings attributable to noncontrolling interests | 0.4 | 1.1 | 1.5 | 2.0 | |||||||||||||||||||
| Net earnings (loss) attributable to Hasbro, Inc. | $ | 160.9 | $ | (855.8) | $ | 359.3 | $ | (757.2) | |||||||||||||||
| Net earnings (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | 1.14 | $ | (6.10) | 2.54 | (5.41) | |||||||||||||||||
| Diluted | $ | 1.12 | $ | (6.10) | 2.51 | (5.41) | |||||||||||||||||
| Cash dividends declared | $ | 0.70 | $ | 0.70 | $ | 1.40 | 1.40 |
See accompanying condensed notes to consolidated financial
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in tables presented in millions, unless otherwise noted)
The following discussion and analysis should be read together with the accompanying unaudited consolidated financial statements and the notes thereto included in this Quarterly Report and the audited consolidated financial statements and the notes thereto in the Company's 2025 Form 10-K.
Overview
Hasbro, Inc. (“Hasbro”) is a leading game, intellectual property ("IP"), and toy company whose mission is to create joy and community through the magic of play. With over 100 years of expertise, we deliver play experiences to kids, families, and fans around the world, through physical and digital games, toys, licensed consumer products, location-based entertainment, film, TV and more.
Through our franchise-first approach, we unlock value from both new and legacy IP, including Magic: The Gathering, Monopoly, Hasbro Games, Play-Doh, Transformers, Dungeons & Dragons, Nerf, and Peppa Pig, as well as premier partner brands. Powered by our portfolio of iconic brands and a diversified network of partners and subsidiary studios, we bring fans together wherever they are, from tabletop to screen.
For more than a decade, Hasbro has been consistently recognized for its corporate citizenship, including being named one of the 100 Best Corporate Citizens by 3BL Media, a 2025 JUST Capital Industry Leader, one of the 50 Most Community-Minded Companies in the U.S. by the Civic 50, and a Brand that Matters by Fast Company.
Recent Developments
In fiscal year 2025, we launched our refreshed strategy "Playing to Win" to refocus the Company on inspiring a lifetime of play across more categories, more partners, and more ways to engage. Through play fueled brand engagement and partner scaled co-investment, we plan to expand our consumer reach as a games, IP, and toy company.
In the first half of 2026, we've made exciting new steps on executing the Playing to Win strategy, including:
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The release of Marvel Super Heroes, along with all past and future Marvel sets, within Magic: The Gathering Arena, allowing players to jump into the Marvel Universe through Hasbro's online adaption of the iconic Magic: The Gathering card game.
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The announcement of a multi-year licensing partnership starting in 2027 with Warner Bros. Discovery Global Consumer Products, making Hasbro the global primary toy licensee for the world of Harry Potter and the upcoming HBO Original Harry Potter series.
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The announcement of a licensing collaboration with Amazon MGM Studios to produce action figures, toys and roleplay for the studio’s upcoming live-action Voltron movie and with Legendary Entertainment tied to the live-action Street Fighter movie.
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The launch of Sixth Wall Studio, a new AI studio dedicated to bringing iconic characters into the AI era through new channels, such as behavioral licensing.
We believe these strategic moves position us to accelerate innovation and drive long-term growth in line with our Playing to Win strategy which emphasizes play-driven engagement and collaboration with partners.
Tariffs
Significant changes in trade policy announced by the U.S. government could adversely impact our forward-looking financial results. The Company monitors the impact of tariffs to its business operations on an ongoing basis and may need to implement actions such as price adjustments or making changes in our supply chain sourcing strategies in order to mitigate the impact of tariffs in future periods. The impacts of tariffs may lead to reduced economic activity, increased costs, reduced demand and changes in purchasing behaviors for some or all of our products, actual or potential impairments, write-downs or unrealizability of some of our existing assets, or other economic outcomes that could have a material adverse impact on our sales volumes, prices, and our financial results. During the first three and six months of 2026, the Company recognized approximately $9.4 million and $17.7 million of tariff costs within Cost of sales, respectively.
On February 20, 2026, the U.S. Supreme Court issued a ruling against the International Emergency Economic Powers Act ("IEEPA") tariffs that we and other companies paid to the U.S. government since the enactment on April 2, 2025. In the third quarter of 2026, we made our first application to the U.S. Customs and Border Protection ("CBP") agency seeking a refund for a majority of the IEEPA tariffs we paid, and we plan to submit additional applications later this year when we are permitted. The ultimate timing and amounts received is uncertain and subject to processing by the CBP. These amounts could impact our results in 2026.
Unauthorized Network Access
In late March 2026, the Company identified unauthorized access to our network. Upon discovery, the Company promptly activated its security incident response protocols, implemented containment measures, including proactively taking certain systems offline, and launched an investigation with the assistance of third-party cybersecurity professionals. Simultaneously, the Company implemented its business continuity plans, including manual ordering and processing procedures at a reduced rate of operations in order to continue servicing its customers.
The impacts of these system disruptions included order processing, shipping, and invoicing delays, resulting in a negative impact on net sales and operating profit during the second quarter, particularly within the Consumer Products segment. As of June 28, 2026, the Company has since returned to pre-incident order processing, shipping, and invoicing practices.
The Company also incurred incremental expenses of approximately $10.8 million during the three and six months ended June 28, 2026 as a result of the unauthorized network access, including for third-party IT recovery and forensic experts, professional services and other costs incurred to investigate and remediate the attack. The Company expects to incur a less significant amount of additional costs related to the incident in future periods. The Company has not recognized any insurance proceeds during the three months ended June 28, 2026 related to the unauthorized network access. The timing of recognizing insurance recoveries, if any, may differ from the timing of recognizing the associated expenses.
Summary of Results
The Company's revenue increased from $980.8 million for the three months ended June 29, 2025 to $1,139.6 million for the three months ended June 28, 2026. The increase in revenue is driven primarily by growth in our Wizards of the Coast and Digital Gaming segment, specifically within tabletop gaming driven by Magic: The Gathering.
The Company's revenue increased from $1,867.9 million for the six months ended June 29, 2025 to $2,139.8 million for the six months ended June 28, 2026. The increase in revenue is driven primarily by growth in our Wizards of the Coast and Digital Gaming segment, specifically within tabletop gaming.
The Company recorded an operating profit of $252.5 million and $522.8 million for the three and six months ended June 28, 2026, respectively, as compared to an operating loss of $798.2 million and $627.5 million for the three and six months ended June 29, 2025, respectively. The change in operating profit was driven by the improved revenue growth discussed above, as well as a one-time $1,021.9 million non-cash goodwill impairment recorded in the Consumer Products segment in the second quarter of 2025. No such impairment occurred during the three and six months ended June 28, 2026.
See below for further discussion on the consolidated and segment results of operations for the three and six months ended June 28, 2026 and June 29, 2025.
RESULTS OF OPERATIONS
The following table presents the consolidated results of operations for the three months ended June 28, 2026 and June 29, 2025:
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The information required by this item is included in Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and is incorporated herein by reference.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures
The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of June 28, 2026. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.
Changes in internal control over financial reporting
In late March 2026, the Company identified unauthorized access to its network. Upon discovery, the Company promptly activated its security incident response protocols, implemented containment measures, including proactively taking certain systems offline, and launched an investigation with the assistance of third-party cybersecurity professionals. Simultaneously, the Company implemented its business continuity plans, including manual ordering and processing procedures at a reduced rate of operations in order to continue servicing its customers. However, the incident resulted in disruptions to the Company's standard business operations and internal control over financial reporting during the second quarter. During the disruptions caused by the unauthorized access, the Company deployed additional manual controls in response to preventatively taking certain systems offline to maintain our internal control over financial reporting. As of June 28, 2026, the Company's standard business operations and internal control over financial reporting have resumed and are operating consistent with our pre-incident internal control over financial reporting.
Other than the additional interim controls and procedures implemented in connection with the execution of the Company's existing business continuity plans as a result of the unauthorized access discussed above, there were no changes in the Company's internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended June 28, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
West Palm Beach Firefighters' Pension Fund v. Hasbro Inc. et al., 24-cv-8633 (S.D.N.Y)
On November 13, 2024, West Palm Beach Firefighters’ Pension Fund ("Lead Plaintiff") 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 (the "Exchange Act") and certain rules promulgated thereunder. On November 26, 2025, Lead Plaintiff 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. In the amended complaint, Lead Plaintiff alleges 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. 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.
Derivative Action
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). 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.
Other Matters
The Company is currently party to other certain legal proceedings, including a recently filed putative class action suit filed by Sheila Standing in the U.S. District Court for the District of Rhode Island against Hasbro, Inc., Case No. 1:26-cv-00219 (D.R.I.), alleging injuries and damages arising out of Hasbro’s cyber breach. None of these other legal proceedings are believed to be material to our business or financial condition.
Item 1A. Risk Factors.
In connection with information set forth in this Quarterly Report on Form 10-Q, the risk factors discussed under Item 1A. Risk Factors, in Part I of our 2025 Form 10-K and in our subsequent filings, including in this filing, should be considered. The risks set forth in our 2025 Form 10-K and in our subsequent filings, including in this filing, could materially and adversely affect our business, financial condition, and results of operations. Except as set forth below, there are no material changes from the risk factors as previously disclosed in our 2025 Form 10-K, in any of our subsequently filed reports or as otherwise set forth in this Quarterly Report.
Our business could be significantly harmed as a result of compromise of our electronic data.
We and our third-party manufacturers and other business partners maintain significant amounts of data electronically in locations around the world and in the cloud. This data relates to all aspects of our business, including current and future products and entertainment under development, and also contains certain customer, consumer, supplier, partner and employee data. We and our partners maintain systems and processes designed to protect this data, but notwithstanding such protective systems and processes, there have been, and in the future may be, intrusions, cyber-attacks, tampering, or other unauthorized access, whether intentional or unintentional, that have compromised, and could in the future, compromise the integrity and privacy of this data. Intrusions, cyber-attacks, tampering, and other unauthorized access continue to increase in frequency, sophistication and intensity, and are becoming increasingly difficult to detect and prevent. They are often carried out by motivated, well-resourced, skilled and persistent actors, including nation states, organized crime groups, “hacktivists” and employees or contractors acting with malicious intent. Intrusions, cyber-attacks, tampering, and other unauthorized access could include the deployment of harmful malware and key loggers, ransomware, a denial-of-service attack, a malicious website, artificial intelligence, the use of social engineering and other means to affect the confidentiality, integrity and availability of our or third-party technology systems and data. Intrusions, cyber-attacks, tampering, and other unauthorized access 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 manufacturers and business partners to conduct our business. While we obtain assurances from those parties that they have systems and processes in place to protect such data, and where applicable, that they will take steps to assure the
protections of such data by third parties, those manufacturers and partners may also be subject to data intrusion or otherwise compromise the protection of such data. The risk of data loss or breaches is heightened during uncertain economic times, changes in business strategy and reductions in workforce. 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 information technology systems, or those of our third party manufacturers and other business partners, as well as any related security incident response, containment, remediation, or mitigation efforts, could substantially disrupt our operations, result in delays of shipping products, result in delays in making or receiving payments, 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/or result in a loss of business that could be material.
For example, in late March 2026, we identified unauthorized access to our network. Upon discovery, we promptly activated our security incident response protocols, implemented containment measures, including proactively taking certain systems offline, and launched an investigation with the assistance of third-party cybersecurity professionals. As of June 28, 2026, the unauthorized access has been contained and the Company has fully restored our systems and returned to standard business operations.
Any further incidents of unauthorized access could result in adverse effects on our business, operations, financial results, and financial reporting; and any further impacts related to the unauthorized access or other similar unauthorized activity may result in increased costs, including from any legal proceedings. For more information, refer to Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Unauthorized Network Access” and Note 2 "Unauthorized Network Access."
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In 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. 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.
During the three months ended June 28, 2026, the Company's discretionary share repurchases, in millions of dollars except shares and per share data, were as follows:
| 2026 Fiscal Month | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Share Repurchase Authorization | Total Remaining Authorization | |||||||||||||||||||
| March 30 to April 26 | 95,620 | $ | 92.0 | 95,620 | $ | 983 | |||||||||||||||||
| April 27 to May 31 | — | $ | — | — | $ | 983 | |||||||||||||||||
| June 1 to June 28 | 296,488 | $ | 84.2 | 296,488 | $ | 958 | |||||||||||||||||
| 392,108 | $ | 86.1 | 392,108 |
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the three months ended June 28, 2026, none of our officers or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) and (c) of Regulation S-K.
Item 6. Exhibits.
** Furnished herewith*
*** Indicates management contract or compensatory plan, contract or arrangement*
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HASBRO, INC. | |||||
| (Registrant) | |||||
| Date: July 30, 2026 | By: /s/ Gina Goetter | ||||
| Gina Goetter | |||||
| Chief Financial Officer and Chief Operating Officer (Duly Authorized Officer and Principal Financial and Principal Accounting Officer) |