Hershey (HSY) Form 4: Director Adds Shares via Compensation Plan

Rhea-AI Filing Summary

Form 4 filing – The Hershey Company (HSY) discloses that director Maria T. Kraus acquired 241.738 shares of common stock on 1 July 2025. The filing lists the transaction code “A,” indicating an acquisition rather than a sale, and records a $0 transaction price, suggesting shares were received through a non-cash mechanism (e.g., the company’s Directors’ Compensation Plan or dividend reinvestment). Following this transaction, Kraus’ direct beneficial ownership rises to 2,162.21 shares.

The footnote clarifies that the reported total includes 7.768 shares acquired on 16 June 2025 via the plan’s dividend reinvestment feature. No derivative securities were involved, and no sales were reported.

Although the purchase value is modest relative to Hershey’s ≈$40 billion market capitalization (≈$50-60 thousand at current market prices), insider buying by a board member can be interpreted as a signal of confidence. However, the limited size and routine nature of dividend reinvestment lessen its material impact on the company’s fundamentals.

Positive

• Insider buying signal: Director Kraus increased her stake, which can be interpreted as a show of confidence in HSY’s prospects.

Negative

• Immaterial size: The 241-share purchase is economically insignificant relative to HSY’s market value and unlikely to influence stock performance.

Insights

Equity Analyst

TL;DR – Minor insider buy; sentiment positive, financial impact negligible.

The acquisition of ~242 shares increases the director’s stake to just over 2,162 shares—about US$0.5 m at a US$230 share price. Such a small trade will not influence HSY’s earnings, cash flow, or valuation metrics. Nonetheless, the absence of sales and continued accumulation—coupled with use of the dividend reinvestment plan—offers a modestly bullish sentiment indicator, reinforcing management’s long-term alignment with shareholders. From a portfolio perspective, the event is not impactful; it does not warrant changes to target price or position sizing.

Corporate Governance Specialist

TL;DR – Routine DRIP-based share accrual; governance stance unchanged.

The filing reflects standard board compensation mechanics rather than discretionary market purchases. Because shares were acquired at a stated price of $0, the transaction likely represents stock units or dividend reinvestment—as allowed under the Directors’ Compensation Plan. The director’s ownership level remains relatively modest, well below thresholds that could raise influence or control considerations. No red flags or conflicts emerge. Overall governance implications are neutral and require no further shareholder action.

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
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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^*

Kraus Maria T

(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	2,162.21	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 7.768 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 Maria T. Kraus	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many HSY shares did director Maria T. Kraus acquire on July 1 2025?

Kraus acquired 241.738 shares of Hershey common stock.

What is Maria T. Kraus’ total direct ownership in HSY after the transaction?

Her direct beneficial ownership increased to 2,162.21 shares.

Was the transaction a purchase or sale of HSY shares?

It was an acquisition (code “A”); no shares were sold.

Did the filing report any derivative securities for HSY?

No, Table II shows zero derivative securities acquired or disposed.

Why is the transaction price listed as $0?

The shares were received via the company’s Directors’ Compensation Plan/dividend reinvestment, not bought on the open market.