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Hershey Trust sells 20,000 Hershey Co shares

Hershey’s controlling shareholder disclosed Rule 10b5-1 plan sales of 20,000 HSY shares while retaining over 54 million convertible Class B shares.

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Filing Sentiment
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Form Type
4

Rhea-AI Filing Summary

HERSHEY CO (HSY) large shareholder Hershey Trust Company, as trustee for Milton Hershey School, reported open-market sales of a total of 20,000 shares of common stock on September 3–4, 2026 at weighted-average prices around $172–$176 per share, executed pursuant to a Rule 10b5-1 trading plan. The trust continues to hold 54,612,012 shares of Class B common stock convertible share-for-share into common stock, and 39,630 shares of common stock are held indirectly by Hershey Trust Company.

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Insider HERSHEY TRUST CO TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL
Role 10% Owner
Sold 20,000 shs ($3.48M)
Type Security Shares Price Value
Sale Common Stock, $1.00 par value F6 8,657 $173.4583 $1.50M
Sale Common Stock, $1.00 par value F7 1,343 $174.3274 $234K
Sale Common Stock, $1.00 par value F1 1,666 $172.45 $287K
Sale Common Stock, $1.00 par value F2 1,263 $173.4968 $219K
Sale Common Stock, $1.00 par value F3 1,848 $174.6319 $323K
Sale Common Stock, $1.00 par value F4 4,525 $175.3361 $793K
Sale Common Stock, $1.00 par value F5 698 $176.1624 $123K
holding Class B Common Stock, $1.00 par value F10, F9 -- -- --
holding Common Stock, $1.00 par value F8 -- -- --
Holdings After Transaction: Common Stock, $1.00 par value — 856,119 shares (Direct); Class B Common Stock, $1.00 par value — 54,612,012 contracts (Direct); Common Stock, $1.00 par value — 39,630 shares (Indirect, By Hershey Trust Company)
Footnotes (10)
  1. F1. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $172.1556 to $172.9982, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
  2. F2. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $173.0004 to $173.9455, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
  3. F3. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $174.0403 to $174.9982, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
  4. F4. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $175.0018 to $175.9819, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
  5. F5. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $176.0021 to $176.4550, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
  6. F6. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $173.0000 to $173.9950, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
  7. F7. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $174.0000 to $174.7800, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
  8. F8. Hershey Trust Company is wholly owned by Milton Hershey School Trust and is trustee for the Milton Hershey School Trust.
  9. F9. All shares of Class B common stock, $1.00 par value convertible share-for-share into common stock, $1.00 par value, at any time, and without payment other than for the fact of conversion. There is no expiration date.
  10. F10. The conversion price is the market price of the Common Stock on the previous business day.
Total common shares sold 20,000 shares Aggregate open-market sales on September 3–4, 2026
Sale price example $172.45 per share Weighted-average price for 1,666 shares sold on September 3, 2026
Highest reported weighted-average sale price $176.1624 per share Weighted-average price for 698 shares sold on September 3, 2026
Largest single-line sale block 8,657 shares Common stock sold at $173.4583 weighted-average price on September 4, 2026
Direct Class B holdings (underlying common) 54,612,012 shares Class B common stock, each convertible into one share of common stock
Indirect common stock holdings 39,630 shares Common stock held indirectly by Hershey Trust Company
Rule 10b5-1 trading plan regulatory
"transactions were effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The Price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Class B common stock financial
"All shares of Class B common stock, $1.00 par value convertible share-for-share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
convertible share-for-share financial
"Class B common stock, $1.00 par value convertible share-for-share into common stock"
market price of the Common Stock financial
"The conversion price is the market price of the Common Stock on the previous business day."

FAQ

Who sold Hershey Co (HSY) shares in this Form 4 filing?
The seller is Hershey Trust Company, acting as trustee in trust for Milton Hershey School, a more than ten percent owner of Hershey Co. The filing reports transactions in Hershey Co common stock and Class B common stock held by this trust-related entity.

How many HSY shares were sold and on what dates?
The reporting person sold a total of 20,000 shares of Hershey Co common stock in multiple open-market transactions on September 3, 2026 and September 4, 2026, as summarized in the Form 4 transaction data.

At what prices were the HSY shares sold in this Form 4?
The sales were executed at weighted-average prices per share: for example, $172.45, $173.4968, $174.6319, $175.3361, $176.1624, $173.4583, and $174.3274. Footnotes state each is a weighted average over ranges within approximately $172.16–$176.46.

Were the HSY insider transactions made under a Rule 10b5-1 trading plan?
Yes. The Form 4 indicates the transactions were effected under a Rule 10b5-1 trading plan, meaning the trades were executed pursuant to a pre-arranged plan rather than being discretionary at the time of sale.

How many Hershey Co Class B shares does the reporting person hold after these transactions?
The reporting person holds 54,612,012 shares of Class B common stock directly. Footnotes state these shares are convertible share-for-share into common stock at any time, with no expiration date, at a conversion price equal to the market price on the previous business day.

What indirect HSY common stock holdings are disclosed in this Form 4?
The filing discloses 39,630 shares of Hershey Co common stock held indirectly, with the nature of ownership noted as “By Hershey Trust Company.” Another footnote explains that Hershey Trust Company is wholly owned by the Milton Hershey School Trust.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
HERSHEY TRUST CO TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL
(Last)(First)(Middle)
1 EAST CHOCOLATE AVENUE
SUITE 400
(Street)
HERSHEY PENNSYLVANIA 17033
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
HERSHEY CO [ HSY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, $1.00 par value09/03/2026S1,666D$172.45(1)874,453D
Common Stock, $1.00 par value09/03/2026S1,263D$173.4968(2)873,190D
Common Stock, $1.00 par value09/03/2026S1,848D$174.6319(3)871,342D
Common Stock, $1.00 par value09/03/2026S4,525D$175.3361(4)866,817D
Common Stock, $1.00 par value09/03/2026S698D$176.1624(5)866,119D
Common Stock, $1.00 par value09/04/2026S8,657D$173.4583(6)857,462D
Common Stock, $1.00 par value09/04/2026S1,343D$174.3274(7)856,119D
Common Stock, $1.00 par value39,630IBy Hershey Trust Company(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock, $1.00 par value(10) (9) (9)Common Stock, $1.00 par value54,612,01254,612,012D
Explanation of Responses:
1. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $172.1556 to $172.9982, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
2. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $173.0004 to $173.9455, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
3. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $174.0403 to $174.9982, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
4. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $175.0018 to $175.9819, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
5. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $176.0021 to $176.4550, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
6. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $173.0000 to $173.9950, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
7. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at price a ranging from $174.0000 to $174.7800, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of The Hershey Company, or to The Hershey Company, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
8. Hershey Trust Company is wholly owned by Milton Hershey School Trust and is trustee for the Milton Hershey School Trust.
9. All shares of Class B common stock, $1.00 par value convertible share-for-share into common stock, $1.00 par value, at any time, and without payment other than for the fact of conversion. There is no expiration date.
10. The conversion price is the market price of the Common Stock on the previous business day.
/s/ Joshua D. Shannon, Deputy CIO09/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

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