The Hershey Company (HSY) – Form 144 filing. CEO Michele Buck has filed a notice of intent to sell up to 19,290 common shares through Fidelity Brokerage Services on or about 07/23/2025 via the NYSE. The shares carry an aggregate market value of $3.47 million and represent roughly 0.013 % of Hershey’s 147.99 million shares outstanding.
The document also lists three insider sales by Buck within the past three months: 31,210 shares on 05/30/2025 for $5.02 million, 19,290 shares on 07/01/2025 for $3.38 million, and 19,290 shares on 07/21/2025 for $3.47 million. Total recent dispositions equal 69,790 shares for gross proceeds of about $11.87 million, or 0.047 % of the company’s outstanding shares.
No operational or financial updates accompany the notice; it solely fulfills Rule 144 disclosure requirements for the proposed insider transaction.
Hershey (HSY) – Form 144 insider sale notice
Director Rohit Grover has filed to sell up to 1,334 common shares (~$240,120) through Fidelity on or about 21 Jul 2025. The shares originate from restricted-stock vestings dated 2017-2020 and equal only 0.0009% of Hershey’s 147.99 M shares outstanding, well below Rule 144’s 1% four-week volume limit.
Grover previously sold 1,333 shares on 09 Jun 2025 for $219,945 and another 1,333 shares on 01 Jul 2025 for $233,275. If the new order executes, his three-month total will reach 4,000 shares worth roughly $693k. The filing contains no operational, financial, or strategic updates and states the insider is unaware of undisclosed adverse information. Supply impact is immaterial, but continued insider selling may modestly weigh on near-term sentiment.
The Hershey Company (HSY) filed an 8-K disclosing a leadership transition. On 6 July 2025 the Board appointed Kirk Tanner, currently CEO of The Wendy’s Company and former long-time PepsiCo executive, as President & Chief Executive Officer effective 18 Aug 2025. He will also join the Board on that date.
Key employment terms:
- Base salary: $1.25 million.
- Target annual cash bonus: 180 % of salary (pro-rated for 2025).
- Sign-on equity: RSUs valued at $7 million (3-year ratable vesting) and PSUs valued at $4 million (3-year performance period).
- Pro-rated 2025 equity: RSUs $1.181 million and PSUs $2.194 million.
- Ongoing annual equity opportunity: $9 million target value.
- Severance: 1.5× salary, pro-rated bonus continuity, accelerated RSU vesting and 18-month benefit continuation if terminated without cause or for good reason; enhanced benefits upon a change in control.
- Non-compete, non-solicitation and claw-back provisions apply.
Succession context: Current CEO and Chair Michele Buck will retire from those positions on the Effective Date, consistent with her January 2025 notice, and will serve as Special Advisor until 30 Jun 2026, then as an independent contractor through year-end 2026. Buck’s departure is not due to any dispute with the Company.
A press release detailing the appointment was issued 8 Jul 2025 and filed as Exhibit 99.1. The executive employment agreement is filed as Exhibit 10.1.
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.