[Form 4] The Hershey Company Insider Trading Activity

Rhea-AI Filing Summary

Microchip Technology Inc. (MCHP) Form 4 filed 07/03/2025 reports new equity incentives for Senior Vice President, Worldwide Client Engagement, Joseph R. Krawczyk II.

Current ownership: Krawczyk continues to hold 15,269 common shares directly; no shares were bought or sold.

Derivative grants made on 07/01/2025:

• 1,570 Performance Stock Units (PSUs) tied to achieving a 29.0% cumulative non-GAAP operating margin over 12 quarters ending 06/30/2028; earned shares vest 08/15/2029.
• 111 PSUs with the same performance metric, vesting 08/15/2028.
• Restricted Stock Units (RSUs): 67 vesting 08/15/2027, 111 vesting 08/15/2028, and 1,569 vesting 08/15/2029.

All awards convert 1-for-1 into common stock at a $0 exercise price if service requirements are met. Total new potential shares: 3,428.

Investment view: The grants strengthen long-term alignment between management compensation and profitability goals without immediate cash cost or insider selling. Dilution risk is minimal given Microchip’s large share base, but the awards signal management’s focus on maintaining at least a 29% non-GAAP operating margin through FY2028.

Positive

• Performance-based PSUs link compensation to a 29% cumulative non-GAAP operating margin, aligning incentives with profitability.
• No insider sales were reported, indicating management is accumulating rather than distributing shares.
• Long-term vesting schedule (2027-2029) supports executive retention over multiple product cycles.

Negative

• Potential dilution of 3,428 shares, though immaterial, will incrementally increase share count upon vesting.
• Extended vesting horizon delays realization of performance alignment benefits for shareholders.

Insights

Corporate Governance Expert

TL;DR: Performance-linked grants reward margin execution; no selling, limited dilution—overall governance-friendly.

The filing shows Microchip tying senior leadership pay to a clearly disclosed profitability metric—cumulative non-GAAP operating margin. That aligns shareholder and management interests, pushes a multiyear horizon, and aids retention. Because the aggregate 3,428-share award is negligible versus Microchip’s float, dilution concerns are muted. No red flags on timing or 10b5-1 usage, and the executive remains within Section 16 compliance. Overall governance impact is neutral-to-positive.

Securities Analyst

TL;DR: Routine incentive grant—neutral for valuation; underscores 29% margin target through 2028.

The grant does not change cash flows or near-term share count, so EPS forecasts remain intact. What matters is the embedded 29% margin hurdle, which offers insight into internal performance expectations. Achieving that level would support free-cash-flow strength, but the filing itself is too small to sway the stock. Market impact: likely minimal, but margin target visibility is informative.

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^*

HABEN MARY KAY

(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)
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		A		241.738	A	$0	16,598.278	D(1)

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:

1. The total amount of securities reported as directly owned in Column 5 includes 130.449 shares acquired on June 16, 2025, pursuant to a dividend reinvestment feature of the Company's Directors' Compensation Plan, the provisions of which are substantially similar to the dividend reinvestment features of the broad-based dividend reinvestment plan available generally to Company stockholders.

	/s/ Kathleen S. Purcell, Agent for Mary Kay Haben	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.
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

How many shares does MCHP executive Joseph R. Krawczyk II currently own?

He directly owns 15,269 shares of Microchip Technology common stock after the reported transactions.

What new equity awards were granted in the July 2025 Form 4 for MCHP?

The executive received 1,570 PSUs, 111 PSUs, and 1,787 RSUs, totaling 3,428 potential shares.

What performance metric determines the PSU payout for MCHP?

Payout depends on achieving a 29% cumulative non-GAAP operating margin over 12 quarters ending 06/30/2028.

When will the newly granted RSUs and PSUs vest?

RSUs vest on 08/15/2027, 08/15/2028, and 08/15/2029; PSUs vest on 08/15/2028 and 08/15/2029.

Did the filing report any insider sales of MCHP stock?

No. The Form 4 shows only new awards; no shares were sold or disposed.