[Form 4] The Hershey Company Insider Trading Activity

Rhea-AI Filing Summary

Hershey Co. (HSY) – Form 4 insider transaction: On 07/01/2025, Chairman, President & CEO Michele G. Buck exercised 19,290 non-qualified stock options at an exercise price of $109.40 (code “M”) and immediately sold the same number of common shares at $175.00 (code “S”) under a pre-arranged Rule 10b5-1 plan adopted 02/27/2025.

• Gross proceeds from the sale are roughly $3.37 million.
• Buck’s direct common-stock holdings declined from 212,914 to 193,624 shares (-9%), indicating she retains a sizable equity stake.
• Following the exercise, 57,870 options on the same 2017-grant remain outstanding, expiring 02/28/2027.

The transaction is routine for liquidity and tax purposes, but investors often monitor CEO sales for sentiment signals. The sale represents a small fraction of Buck’s total ownership and was executed via a 10b5-1 plan, which typically reduces concerns about opportunistic timing.

Positive

• Continued substantial insider ownership—Buck still directly holds about 193,624 shares, maintaining strong alignment with shareholders.
• Transparent use of a Rule 10b5-1 plan reduces concerns about opportunistic trading and supports good governance practices.

Negative

• CEO sells ≈$3.4 million in stock, a modest but visible reduction (-9%) in direct holdings that could be perceived as a soft bearish signal.

Insights

Senior Equity Analyst

TL;DR: CEO sold 19k shares (~$3.4 M) via 10b5-1; ownership still high—neutral signal.

The exercise-and-sell pattern is a classic “cashless” transaction: Buck paid $109.40 to acquire each optioned share and immediately monetised at $175, capturing the spread while avoiding additional market exposure. Because remaining ownership (≈194 k shares worth ≈$34 M) is substantial and the sale was pre-programmed, I view the move as routine liquidity rather than a bearish insider signal. No business fundamentals are affected, so the market impact should be minimal.

Corporate Governance Specialist

TL;DR: 10b5-1 usage, modest stake reduction; governance risk low.

Form 4 shows proper disclosure, a valid 10b5-1 plan, and continued meaningful alignment between the CEO and shareholders. The -9% stake reduction does not alter control dynamics. No red flags appear from a governance or compliance standpoint.

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).

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^*

Buck Michele

(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
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		M		19,290	A	$109.4	212,914	D
Common Stock	07/01/2025		S(1)		19,290	D	$175	193,624	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
Non-qualified Stock Option (Right to Buy)	$109.4	07/01/2025		M			19,290	(2)	02/28/2027	Common Stock	19,290	$0	57,870	D

Explanation of Responses:

1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 27, 2025 (modified February 28, 2025).

2. The options vested according to the following schedule: 25% vested on March 1, 2018, 25% vested on March 1, 2019, 25% vested on March 1, 2020 and 25% vested on March 1, 2021.

	/s/ Kathleen Purcell, Agent for Michele G. Buck	07/03/2025
	** 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.
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FAQ

How many Hershey (HSY) shares did CEO Michele Buck sell on 07/01/2025?

She sold 19,290 common shares at $175 each.

What was the exercise price of the options exercised by the Hershey CEO?

The non-qualified stock options were exercised at $109.40 per share.

Did the HSY insider sale occur under a 10b5-1 plan?

Yes. The transaction was executed under a Rule 10b5-1 trading plan adopted on 02/27/2025.

How many Hershey shares does Michele Buck own after the transaction?

Her direct beneficial ownership is 193,624 shares following the sale.

Are any stock options still outstanding for the CEO after this Form 4 filing?

Yes. 57,870 options from the same grant remain outstanding, expiring 02/28/2027.