[Form 4] The Hershey Company Insider Trading Activity

Rhea-AI Filing Summary

SEC Form 4 – The Hershey Company (HSY) filed 23-Jul-2025: Chairman, President & CEO Michele Buck exercised 19,290 non-qualified stock options at a strike price of $109.40 on 21-Jul-2025, immediately selling the same 19,290 shares on the open market at $180.00 per share. The transaction, executed under a pre-arranged Rule 10b5-1 plan adopted on 27-Feb-2025, generated gross proceeds of roughly $3.47 million and a spread of about $1.36 million before taxes and fees.

Following the sale, Buck’s direct ownership stands at 193,624 common shares; she also retains 38,580 outstanding options (expiring 28-Feb-2027). No indirect holdings were disclosed. The option block originally vested in four equal tranches from 2018-2021.

The activity appears to be routine portfolio diversification rather than a signal on fundamentals, given the 10b5-1 plan and the CEO’s still-substantial equity stake. Market impact is expected to be minimal unless further insider sales emerge.

Positive

• None.

Negative

• CEO sold 19,290 shares on the open market, which some investors may interpret as reduced short-term confidence.

Insights

Securities Analyst

TL;DR: Routine 10b5-1 sale; negligible effect on HSY valuation.

From a capital-markets lens, the exercise-and-sell generates modest liquidity but does not alter Hershey’s float materially. Buck retains nearly 194k shares, so alignment with shareholders remains intact. The $180 sale price is within recent trading ranges, suggesting no attempt to time a peak. Given stable ownership levels and lack of fundamental disclosures, I view the filing as neutral to the stock’s outlook.

Corporate Governance Expert

TL;DR: Sale under 10b5-1 plan limits governance concerns.

The use of a pre-scheduled trading plan and full disclosure of vesting schedules mitigate insider-trading risk. Buck’s remaining equity cushions agency-cost worries. However, simultaneous exercise and sale can still be perceived as limited long-term commitment. Overall governance impact is immaterial unless a pattern of aggressive selling develops.

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).

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)
07/21/2025

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	07/21/2025		M		19,290	A	$109.4	212,914	D
Common Stock	07/21/2025		S(1)		19,290	D	$180	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	07/21/2025		M			19,290	(2)	02/28/2027	Common Stock	19,290	$0	38,580	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	07/23/2025
	** 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 HSY shares did CEO Michele Buck sell on 21-Jul-2025?

She sold 19,290 common shares at $180.00 each.

Was the HSY insider sale pre-planned?

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

How many HSY shares does the CEO still own after the sale?

Michele Buck now directly owns 193,624 common shares of The Hershey Company.

What is the strike price of the exercised options?

The non-qualified stock options were exercised at a $109.40 strike price.

Do any HSY stock options remain unexercised by the CEO?

Yes. 38,580 options remain outstanding and expire on 28-Feb-2027.