[8-K] The Hershey Company Reports Material Event

Rhea-AI Filing Summary

Pegasystems Inc. (PEGA) has filed a Form 144 indicating that insider Kenneth Stillwell plans to sell 11,147 common shares via Morgan Stanley Smith Barney on or after 4 Aug 2025. The shares have an aggregate market value of $648,670.68 and equal roughly 0.007 % of the 171,080,665 shares outstanding. The stock will be sold on NASDAQ and originates from an option exercise executed the same day.

The filing also discloses prior sales by the same insider during the last three months: 4,000 shares on 1 Aug 2025 ($230,847), 4,000 shares on 1 Jul 2025 ($210,564), and 2,000 shares on 2 Jun 2025 ($194,960), for total proceeds of about $636,371. The signer affirms no knowledge of undisclosed adverse information.

No operational, financial, or strategic updates accompany the notice; it serves solely to comply with Rule 144 requirements for the contemplated secondary sale.

Insights

Securities Analyst

TL;DR: 11,147-share PEGA insider sale worth $649k; size is immaterial, signals continued disposal trend, impact neutral.

The proposed sale is modest at only 0.007 % of shares outstanding and follows three smaller transactions that cumulatively moved 10,000 shares in the prior quarter. While consecutive monthly disposals can prompt sentiment questions, the volumes and dollar amounts are immaterial relative to Pegasystems’ market capitalization and trading liquidity. The shares stem from option exercise, a routine monetisation method for executives. There is no accompanying adverse disclosure, and the signer certifies the absence of undisclosed negative information. Overall, the filing is compliant housekeeping rather than a catalyst. Market impact should be limited barring broader insider-selling patterns or coincident corporate developments.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 30, 2025

Date of Report (Date of earliest event reported)

THE HERSHEY COMPANY

(Exact name of registrant as specified in its charter)

Delaware

1-183

23-0691590

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

19 East Chocolate Avenue

Hershey, PA 17033

(Address of principal executive offices)

(Zip Code)

(717) 534-4200

(Registrant's telephone number, including area code)

Not Applicable

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

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

☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, one dollar par value

HSY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 30, 2025, the Board of Directors (the “Board”) of The Hershey Company (the “Company”), upon the recommendation of its Governance Committee, appointed Chris Brandt to serve as a member of the Board, effective August 11, 2025. Mr. Brandt will serve as a member of the Compensation and Human Capital and Finance and Risk Management Committees of the Board.

Mr. Brandt has over 25 years of marketing experience in the food and beverage industry. He currently serves as President, Chief Brand Officer of Chipotle Mexican Grill (“Chiptole”), where he is responsible for all aspects of marketing, including creative, media, culinary innovation, social, loyalty and analytics, as well as new restaurant development. Prior to joining Chipotle, Mr. Brandt was the Executive Vice President and Chief Brand Officer of Bloomin’ Brands, Inc., where he was responsible for all marketing activities across Outback Steakhouse, Carrabba's, Bonefish Grill and Fleming's. He previously served as the Chief Brand Officer for Taco Bell, a subsidiary of Yum! Brands, Inc.

The Board has determined that Mr. Brandt qualifies as an independent director under the New York Stock Exchange listing standards. There is no arrangement or understanding between Mr. Brandt and any other persons pursuant to which Mr. Brandt was selected as a director, and there are no transactions that require disclosure under Item 404(a) of Regulation S-K as a result of his appointment to the Board.

Mr. Brandt will be compensated for his service on the Board in accordance with the Company’s non-employee director compensation program as described in the Company’s proxy statement for its 2025 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 26, 2025.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

THE HERSHEY COMPANY

Date: August 4, 2025

By:

/s/ James Turoff

James Turoff Senior Vice President, General Counsel and Secretary

FAQ

How many Pegasystems (PEGA) shares are being offered in the Form 144 filing?

11,147 common shares are slated for sale.

What is the estimated market value of the proposed PEGA share sale?

The filing cites an aggregate value of $648,670.68.

Which insider is selling and which broker will handle the transaction?

Insider Kenneth Stillwell plans to sell through Morgan Stanley Smith Barney LLC.

When is the approximate sale date for these Pegasystems shares?

The shares may be sold on or about 4 August 2025.

How many PEGA shares has the insider sold in the past three months?

The insider sold 10,000 shares for total proceeds of about $636,371.

What portion of Pegasystems’ shares outstanding does the planned sale represent?

Roughly 0.007 % of the 171,080,665 shares outstanding.