Hershey Insider Purchase: Nalebuff Increases Holdings to 632.393 Shares

Rhea-AI Filing Summary

Barry J. Nalebuff, a director of The Hershey Company (HSY), reported a purchase of 141.464 shares of common stock on 09/15/2025 at a price of $185.56 per share. After the transaction he beneficially owns 632.393 shares. The Form 4 discloses a straightforward open-market acquisition increasing the director's direct stake in the company.

Positive

• Director purchase reported, increasing direct insider ownership to 632.393 shares
• Transaction was a straightforward open-market acquisition with no derivatives or complex arrangements disclosed

Negative

• None.

Insights

Financial Analyst

TL;DR: Director purchased shares, modestly increasing insider ownership; transaction appears routine and not materially transformative.

The Form 4 shows a single non-derivative purchase of 141.464 Hershey common shares at $185.56 each, bringing the reporting person to 632.393 shares beneficially owned. For a company the size of Hershey this level of insider buying is modest in absolute terms and does not by itself imply a material change to capitalization or control. It is, however, a direct economic alignment between the director and shareholders.

Corporate Governance Expert

TL;DR: Insider acquisition aligns director interests with shareholders; filing is routine disclosure under Section 16 rules.

The report is a standard Section 16 Form 4 reporting a director's open-market acquisition. The filing indicates individual reporting and direct ownership form. There are no derivatives or complex arrangements disclosed, and no amendments or joint filings noted. From a governance perspective, the transaction increases the director's skin in the game without revealing any special transactions or related-party arrangements.

SEC Form 4

FORM 4

UNITED 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).

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^*

Nalebuff Barry James

(Last) (First) (Middle)

19 E. CHOCOLATE AVENUE

(Street)

HERSHEY PA 17033

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HERSHEY CO [ HSY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		A		141.464	A	$185.56	632.393	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Kathleen S. Purcell, Agent for Barry J. Nalebuff	09/17/2025
	** Signature of Reporting Person	Date
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.

FAQ

What transaction did HSY director Barry J. Nalebuff report?

He reported a purchase of 141.464 shares of Hershey common stock on 09/15/2025 at $185.56 per share.

How many Hershey shares does Barry J. Nalebuff beneficially own after the purchase?

Following the reported transaction he beneficially owns 632.393 shares.

Was the Form 4 filing for HSY filed jointly or by one reporting person?

The Form 4 was filed by one reporting person (individual filing).

Were any derivative securities disclosed in this HSY Form 4?

No derivative securities were reported; the filing shows only a non-derivative common stock acquisition.

Does the Form 4 indicate any indirect ownership or special arrangements?

The filing indicates direct ownership form and does not disclose any nature of indirect beneficial ownership or special arrangements.