Hershey President Sells $233K in Stock via 10b5-1 Plan

Rhea-AI Filing Summary

Form 4 Overview: On 07/01/2025, Rohit Grover, President – International at The Hershey Company (HSY), sold 1,333 shares of common stock at $175 per share. The transaction was executed under a pre-arranged Rule 10b5-1 trading plan adopted on 02/25/2025, signaling the sale was scheduled in advance and not based on contemporaneous insider information.

Post-transaction ownership: Grover now directly owns 39,402 HSY shares. The sale represents roughly 3.4% of his previously reported direct holdings and an immaterial fraction of Hershey’s ~205 million shares outstanding.

Context & materiality: • The disposal involves ≈ $233 k in gross proceeds (1,333 × $175). • No derivative securities were transacted. • Because the volume is small relative to total insider holdings and company float, the filing is considered routine and unlikely to influence Hershey’s valuation or liquidity profile.

Key takeaways for investors:

• Transaction is non-alarmist; it is pre-planned and modest in size.
• Officer retains a substantial equity stake, maintaining alignment with shareholders.
• No indication of operational or financial concerns; filing contains no earnings or guidance data.

Insights

Securities Analyst

TL;DR: Small 10b5-1 insider sale; neutral for valuation or sentiment.

The 1,333-share disposition equates to roughly $0.23 million—immaterial next to Hershey’s $44 billion market cap. Ownership remains sizable at 39.4 k shares, signaling continued long-term exposure. Pre-arranged Rule 10b5-1 structure mitigates information-based trading concerns. I view the filing as routine administrative disclosure with no pricing impact expected.

Corporate Governance Expert

TL;DR: Governance-clean sale under 10b5-1; no red flags identified.

The transaction follows SEC best practices: advance adoption of a 10b5-1 plan and prompt Form 4 filing within two business days. Such transparency supports Hershey’s governance score. The sale size (≈3% of personal stake) sits below typical concern thresholds. Therefore, the event is non-impactful from a governance-risk perspective.

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^*

Grover Rohit

(Last) (First) (Middle)

THE HERSHEY COMPANY

19 EAST 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)

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

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		S(1)		1,333	D	$175	39,402	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:

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 25, 2025.

	/s/ Kathleen S. Purcell, Agent for Rohit Grover	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 HSY shares did Rohit Grover sell on 07/01/2025?

He sold 1,333 shares of Hershey common stock.

What price did the insider receive for the HSY shares?

The reported sale price was $175 per share.

Does Rohit Grover still hold Hershey stock after the sale?

Yes, he continues to own 39,402 HSY shares directly.

Was the HSY insider sale executed under a Rule 10b5-1 plan?

Yes, the sale was made pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on 02/25/2025.

Is the disclosed transaction likely to affect Hershey’s share price?

Given its small size relative to Hershey’s float, analysts generally view the transaction as non-material to share price.