[144] The Hershey Company SEC Filing

Rhea-AI Filing Summary

The Hershey Company (HSY) – Form 144 filing discloses that affiliate filer Michele G. Buck intends to sell up to 19,290 common shares of Hershey on or about 01 July 2025 through Fidelity Brokerage Services on the NYSE. Based on the filing’s stated aggregate market value of $3,375,750, the implied reference price is about $175/share.

The shares originate from an option granted 01 Mar 2017 and exercised on the planned sale date. Hershey had 147,990,276 shares outstanding, so the proposed sale represents roughly 0.013 % of total shares.

The filing also notes that the same seller disposed of 31,210 shares on 30 May 2025 for gross proceeds of $5,018,568. Combining the completed and proposed transactions, the filer will have sold about 50,500 shares (~0.034 % of shares outstanding) within a three-month window, generating proceeds of roughly $8.4 million.

No information is provided on whether the trades are executed under a Rule 10b5-1 trading plan or whether any additional shares remain subject to option exercises. The Form 144 includes the customary representation that the seller possesses no undisclosed material adverse information.

Positive

• Minimal dilution/supply impact: proposed sale represents just 0.013 % of shares outstanding, unlikely to influence trading liquidity or price discovery.

Negative

• Continued insider selling: filer sold 31,210 shares in May and plans to sell another 19,290 shares, totalling ~$8.4 m in three months.
• No 10b5-1 disclosure: the filing leaves the trading-plan field blank, offering limited reassurance that sales are pre-programmed rather than opportunistic.

Insights

Corporate Governance Expert

TL;DR Insider plans $3.4 m sale after $5 m prior sale; small percentage, modest negative signal.

Form 144 signals continued equity monetisation by an affiliate. The proposed 19,290-share sale follows a 31,210-share sale one month earlier, bringing the three-month total to ~50.5 k shares. Relative to Hershey’s 148 m shares outstanding, dilution or supply impact is immaterial. However, serial sales can raise governance questions about insider sentiment—especially without a disclosed 10b5-1 plan date. Historically, clustered insider sales sometimes precede periods of softer relative performance, though causality is weak. Investors may view the activity as routine option exercise diversification, but the timing and cumulative dollar amount (≈ $8.4 m) warrant attention.

Portfolio Manager

TL;DR Size trivial to float; signals limited but worth monitoring for pattern.

The sale equals ~0.013 % of shares and will not affect liquidity or free float. Valuation impact should be negligible. Still, multiple insider disposals in short succession can cap near-term sentiment, especially if Hershey is trading near highs. I would not alter position sizing solely on this filing but will watch for additional Form 4 or 144 submissions to assess whether a broader insider-selling trend emerges.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	19290	3375750.00	147990276	07/01/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/01/2025	Option Granted - 03/01/2017	Issuer			19290	07/01/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Michele G. Buck 19 East Chocolate Avenue Hershey PA 17033	Common	05/30/2025	31210	5018568.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Hershey (HSY) shares does the Form 144 cover?

The notice covers 19,290 common shares to be sold.

What is the dollar value of the proposed HSY share sale?

The aggregate market value stated is $3,375,750.

When will the HSY shares be sold according to the filing?

The approximate sale date listed is 01 July 2025.

Has the filer sold HSY shares recently?

Yes. On 30 May 2025, the filer sold 31,210 shares for $5,018,568.

What percentage of Hershey’s outstanding shares does the planned sale represent?

Approximately 0.013 % of the company’s 147,990,276 shares outstanding.